SBFC Finance Limited

Date: 7[th] March, 2025

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To To National Stock Exchange of India Limited, BSE Limited Exchange Plaza, Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Bandra (East), 21st Floor, Dalal Street, Mumbai – 400051 Mumbai – 400001 NSE Symbol: SBFC BSE Scrip Code: 543959

Sub: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Dear Sir/Madam,

With reference to our earlier communication dated 28[th] February, 2025 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing copy of the Postal Ballot Notice dated 28[th] February, 2025 seeking members’ approval through Special Resolution for the following item:

Sr. Resolution No

Appointment of Mr. Mahesh Dayani, (DIN: 06561389), as the Whole-time Director, designated 1 as ‘Executive Director’, for a term of five consecutive years and payment of remuneration

The Postal Ballot Notice is being sent to the members only through email to those members who are holding share(s) as on the Cut-off Date, i.e., Friday, 28[th] February, 2025. In respect of resolution placed for approval through Postal Ballot, the Company has engaged the services of KFin Technologies Limited to provide remote e-voting facility to its members and the communication of assent or dissent of the Members would only take place through the remote e-voting system. The remote e-voting period commences on Sunday, 9[th] March, 2025 at 9:00 a.m. (IST) and ends on Monday, 7[th] April, 2025 at 5:00 p.m. (IST). During this period, the Members of the Company, holding share(s) as on the Cut-off Date, i.e., Friday, 28[th] February, 2025, may cast their vote(s) by remote e-voting. The results of e-voting will be announced within 2 working days from the closing of e-voting period.

The Notice containing e-voting instructions and other necessary details is being made available on the website of the Company at: https://www.sbfc.com/investors.

You are requested to take the above on record.

Thanking you,

Yours faithfully,

For SBFC Finance Limited

NAMRATA Digitally signed by NAMRATA SAJNANI SAJNANI Date: 2025.03.07 11:43:18 +05'30' Namrata Sajnani Company Secretary & Chief Compliance Officer ICSI Membership No : F10030 Encl: As above

SBFC Finance Limited

Registered Office: Unit No. 103, 1[st] Floor, C&B Square, Sangam Complex, Andheri Kurla Road, Village Chakala, Andheri (East) Mumbai - 400 059 T. : +91-22-67875300 • F : +91-22-67875334 • www.SBFC.com • Email id : [email protected] CIN No : L67190MH2008PLC178270

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NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108, 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended]

VOTING STARTS ON	VOTING ENDS ON
Sunday,9thMarch,2025 at 9:00 a.m.(IST)	Monday,7thApril,2025 at 5:00p.m.(IST)

Dear Member(s),

NOTICE is hereby given pursuant to Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013, (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024, (collectively the “MCA Circulars”) and all other applicable provisions of the Act, Rules, SEBI Listing Regulations, circulars and notifications (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), the resolution as set out hereunder is proposed for approval of the Members of SBFC Finance Limited (“the Company”) as a Special Resolution, by way of Postal Ballot only through Remote E- voting i.e. voting through electronic means (“Remote E-voting”).

Pursuant to Sections 102 and 110 and all other applicable provisions of the Act and SS-2, the relevant explanatory statement setting out the material facts and the reasons/rationale thereof is annexed to this Postal Ballot Notice (“Notice”) for your consideration.

In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to all its Members who have registered their e-mail addresses with the Company/KFin Technologies Limited, Registrar & Transfer Agent of the Company (“KFintech”)/or the Depository Participant(s) and whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, 28[th] February, 2025 (“cut-off date”) . Accordingly, hard copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and the Members are required to communicate their assent or dissent only through the Remote E-voting system.

Eligible Members whose e-mail addresses is not registered with the Company/Depositories, are requested to follow the process provided in the Notes to receive this Postal Ballot Notice.

SBFC Finance Limited

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The Postal Ballot Notice will also be placed on the website of the Company at htps://www.sbfc.com/investors and on the website of KFintech at htps://evotng.kfntech.com and the websites of the Stock Exchanges i.e. National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) (Collectively “Stock Exchanges”).

[In compliance with Regulation 44 of the SEBI Listing Regulations and Sections 108, 110 and other applicable provisions of the Act read with the Rules as amended, the MCA Circulars and SS-2, the Company is providing the Remote E-voting facility to all its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of KFintech to provide the Remote E-voting facility to its Members.

The Remote E-voting commences on Sunday, 9[th] March, 2025 at 9.00 a.m. (IST) and concludes on Monday, 7[th] April, 2025 at 5.00 p.m. (IST). The E-voting module shall be disabled by KFintech for voting thereafter. Members are requested to peruse the proposed Resolution along with Explanatory Statement and thereafter record their assent or dissent by means of Remote E-voting facility provided by the Company not later than 5.00 p.m. (IST) on Monday, 7[th] April, 2025 , failing which it will be considered that no reply has been received from the Members.

[

The Remote E-voting facility is available at the link: htps://evotng.kfntech.com. Members desiring to exercise their votes are requested to carefully read the “Instructions for Remote E-voting” enumerated in the Notes to this Notice.

The Board of Directors of the Company has appointed Ms. Jigyasa N. Ved, (Membership No. FCS 6488) or failing her Mr. Mitesh Dhabliwala (Membership No. FCS 8331) of M/s. Parikh & Associates, Practicing Company Secretaries, as Scrutinizer(s), for conducting the Postal Ballot through Remote E-voting process in a fair and transparent manner and in accordance with the provisions of the Act and the rules made thereunder.

After completion of scrutiny of the votes, the Scrutinizer will submit her/his Report to the Chairperson of the Company, or any person authorized by the Chairperson. The results of the voting conducted through Postal Ballot (through the Remote E-voting process) along with the Scrutinizer’s Report shall be declared by the Chairperson or such person as authorized by the Chairperson, on or before Wednesday, 9[th] April, 2025. The same will be displayed on the website of the Company: htps://www.sbfc.com/investors, the website of KFintech: htps://evotng.kfntech.com and also shall be communicated to BSE and NSE where the Company’s equity shares are listed and be made available on their respective websites. The Company will also display the results of the Postal Ballot at its Registered Office.

The Resolution shall be deemed to have been passed on Monday, 7[th] April, 2025 , being the last date specified by the Company for Remote E-voting process, subject to receipt of the requisite number of votes in favour of the Resolution.

SBFC Finance Limited

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SPECIAL BUSINESS:

Appointment of Mr. Mahesh Dayani, (DIN: 06561389), as the Whole-time Director, designated as ‘Executive Director’, for a term of five consecutive years and payment of remuneration

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 160 of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Rules”), Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 (“RBI Master Direction”) and all other applicable provisions of the Act, Rules, SEBI Listing Regulations and RBI Master Direction and such other laws as may be applicable (including any statutory modification(s) or amendment(s) thereto or reenactment(s) thereof for the time being in force), and pursuant to the Articles of Association of the Company, the Nomination and Remuneration Policy, Fit and Proper Policy of the Company and recommendation of the Nomination and Remuneration Committee (“NRC”) and approval of the Board of Directors, Mr. Mahesh Dayani (DIN: 06561389) who was appointed as an Additional Director of the Company w.e.f. 28[th] February, 2025 and who holds such office, up to the date of forthcoming Annual General Meeting of the Company in terms of Section 161 of the Act and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation

RESOLVED FURTHER THAT pursuant to the provisions of Sections 2(51), 2(94), 178, 196, 197, 198 and 203 read with Schedule V to the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”), Regulation 17 of the SEBI Listing Regulations, RBI Master Direction and all other applicable provisions of the Act, Rules, SEBI Listing Regulations, RBI Master Direction and such other laws as may be applicable (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), and pursuant to the Articles of Association of the Company and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions and pursuant to the Nomination and Remuneration Policy, Fit and Proper Policy of the Company, recommendation of the NRC and approval of the Board of Directors, the approval of the Members of the Company be and is hereby accorded to the appointment of Mr. Mahesh Dayani (DIN: 06561389) as the Whole-time Director, designated as ‘Executive Director’ of the Company, for a term of five consecutive years commencing from 28[th] February, 2025 to 27[th] February, 2030, liable to retire by rotation, on the remuneration as stated below:

A. Basic Salary: Initial basic salary of ₹ 14,58,000/- per month up to maximum of ₹ 26,86,885/- per month.
B. Performance Linked Bonus would constitute up to 100 % of his total Cost to Company (“CTC”), as may be decided by the Board of Directors or a Committee thereof from year to year, based on the

SBFC Finance Limited

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achievement of such performance parameters as may be determined by the Nomination & Remuneration Committee or the Board of Directors from time to time.

C. Perquisites and Allowances: In addition to the basic salary, Mr. Mahesh Dayani shall also be entitled to perquisites not exceeding 100% of his Annual Basic Salary which would include gratuity, statutory contribution to retirement funds, NPS, HRA, Conveyance allowance, Meal Card, Telephone and Internet expenses, Leave travel allowance and other benefits/allowances in accordance with the scheme(s) and rule(s) of the Company from time to time, for the aforesaid benefits.

The Company’s contribution to provident fund and gratuity payment, to the extent these either singly or put together are not taxable under the Income Tax Act, 1961 shall not be included for the purpose of computation of the overall ceiling of remuneration.

D. In addition to the salary, perquisites and allowances as set out above, Mr. Mahesh Dayani shall be entitled to equity shares for options already granted and exercised or to be granted and exercised during the period of his tenure as may be approved by the Nomination and Remuneration Committee from time to time.

Mr. Dayani shall also be entitled to term life, personal accident, mediclaim insurance, as per Company policy in accordance with the scheme(s) and rule(s) of the Company as amended and modified from time to time.

E. Other terms: Mr. Mahesh Dayani shall not be paid any sitting fees for attending the meetings of Board or any Committee thereof.

Provided that the remuneration payable to Mr. Mahesh Dayani (including the salary, performance linked bonus, perquisites and allowances, ESOPs, etc.) would not exceed the limits laid down in section 197 and computed in the manner laid down in section 198 of the Act read with rules framed thereunder, including any statutory modifications or re-enactments thereof.

RESOLVED FURTHER THAT in case in any financial year during the currency of the tenure of Mr. Mahesh Dayani, the Company has no profits or its profits are inadequate, in terms of Schedule V read with Section 196 of the Act, the Company may pay to Mr. Mahesh Dayani, the above remuneration as the minimum remuneration by way of salary, performance linked bonus, perquisites and allowances, ESOPs, etc. as specified above and that the contribution pertaining to provident fund and gratuity shall not be included in the computation of the ceiling on remuneration specified in Schedule V of the Act.

RESOLVED FURTHER THAT the Board of Directors or any Committee thereof may, from time to time, alter, vary, or modify the terms and conditions of the appointment and payment of remuneration to Mr. Mahesh Dayani, within the overall limits set forth in this Notice, as it may deem fit, notwithstanding the limits prescribed under Schedule V of the Act or any subsequent amendments thereto, in such manner as may be mutually agreed upon between the Board and Mr. Mahesh Dayani, subject to the approval(s) as may be required under applicable law.

SBFC Finance Limited

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RESOLVED FURTHER THAT the approval of the Members be accorded to the Board of Directors of the Company (including any Committee thereof), to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

By Order of the Board of Directors Namrata Sajnani Company Secretary & Chief Compliance Officer ICSI Membership No. F10030

Date: 28[th] February, 2025 Place: Mumbai Registered Office: 103, 1st Floor, C&B Square, Sangam Complex, Andheri Kurla Road, Village Chakala, Andheri (East) Mumbai 400 059 Tel: +91-22-67875300 E-mail: [email protected] Website: www.sbfc.com CIN: L67190MH2008PLC178270

SBFC Finance Limited

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NOTES:

The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (“the Act”) and Rule 22 of the Companies (Management and Administration) Rules (“the Rules”) setting out the material facts and reasons for the proposed Resolution of the Postal Ballot Notice and the reasons thereof is appended herein for your consideration.
In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories, the Company’s Registrar and Transfer Agent (‘RTA’), as on Friday, 28[th] February, 2025 (“Cut-Off Date”) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants or who will register their e-mail address in accordance with the process outlined in this Notice. Members whose names appear in the Register of Members/the List of Beneficial Owners as on Cut-Off date will be considered for the purpose of voting in proportion to the Member’s shareholding in the paid-up equity share capital of the Company as on the cut-off date.
A person who is not a Member as on the cut-off date should treat the Notice for information purpose only. Members cannot exercise their votes through proxy on Postal Ballot. It is however clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote in relation to the aforementioned Resolution(s) in accordance with the process specified in note no. 17 of this Notice.
Members are requested to exercise their voting rights through Remote E-voting only. No other means is permitted. The Company will not be dispatching physical copies of Notice of Postal Ballot to any Member. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.
A copy of the Postal Ballot Notice is available on the website of the Company at htps://www.sbfc.com/investors, website of the stock exchanges, i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively and on the website of our e-Voting agency i.e. KFin Technologies Limited at htps://evotng.kfntech.com.
In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide Remote E-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to Remote E-voting is mentioned in note no. 16 of this Notice.

SBFC Finance Limited

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The Remote E-voting shall commence on Sunday, 9[th] March, 2025 at 9:00 a.m. (IST) and shall end on Monday, 7[th] April, 2025 at 5:00 p.m. (IST) (both days inclusive) . During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The Remote E-voting module shall be disabled by RTA for voting thereafter.
The Board of Directors of the Company at its Meeting held on 28[th] February, 2025 has appointed Ms. Jigyasa N. Ved (Membership No. FCS 6488) or failing her Mr. Mitesh Dhabliwala (Membership No. FCS 8331) of M/s. Parikh & Associates, Practicing Company Secretaries, as the Scrutinizer(s) to scrutinize the postal ballot process in a fair and transparent manner.
The Scrutinizer will submit her/his report to the Chairperson, or any other person authorized by Chairperson, after scrutiny of the votes cast, on the result of the Postal Ballot within 2 working days of the closing of e-voting period i.e. on or before Wednesday, 9[th] April, 2025. The Scrutinizer’s decision on the validity of the votes cast will be final.
The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website htps://www.sbfc.com/investors, the website of the RTA at htps://evotng.kfntech.com (EVOTING AGENCY) immediately after the result is declared by the Chairperson or any other person authorized by the Chairperson, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The Company will also display the results of the Postal Ballot at its Registered Office.
The Special Resolution, if passed by the requisite majority through Postal Ballot by Remote E-voting, shall be deemed to have been passed on the last date specified for e-voting i.e. Monday, 7[th] April, 2025.
The relevant details, pursuant to the provisions of SEBI Listing Regulations and SS-2, in respect of the Director seeking appointment is furnished as Annexure A to Explanatory Statement.
All documents referred to in the Postal Ballot Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members seeking to inspect such documents can send an e-mail to [email protected] from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID, PAN and the documents they wish to inspect till Monday, 7[th] April, 2025.
To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in electronic form and with the Company or to Company’s Registrar & Transfer Agent, KFin Technologies Limited, Selenium building, Tower B, Plot No. 31 & 32, Gachibowli Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032, in case the shares are held by them in physical form.

SBFC Finance Limited

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After sending the notice of Postal ballot through email, an advertisement shall be published in English newspaper (All editions) and Marathi newspaper (Mumbai edition) and also on the Company’s website: htps://www.sbfc.com/investors.

16. Instructions for Remote E-voting:

The manner of voting by (A) Individual Shareholders holding shares of the Company in Demat mode, (B) Shareholders other than Individuals holding shares of the Company in Demat mode and all shareholders holding shares of the Company in Physical mode, is explained in the instructions given hereinbelow:

A. Login method for Remote E-voting for Individual shareholders holding shares of the Company in demat mode:

In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

The procedure to login and access Remote E-voting, as devised by the Depositories/ Depository Participant(s), is given below:

Individual
Shareholders
holding shares
of the Company
in demat mode
with NSDL

1. Existng Internet-based Demat Account Statement (“IDeAS”) facility
Users:
i. Visit the e-services website of NSDLhtps://eservices.nsdl.comeither on
a personal computer or on a mobile.
ii. On the e-services home page click on the “Benefcial Owner” icon under
“Login” which is available under ‘IDeAS’ secton. Thereafer enter the
existng user id and password.
iii. Afer successful authentcaton, members will be able to see e-votng
services under ‘Value Added Services’. Please click on “Access to e-
votng” under e-votng services, afer which the e-votng page will be
displayed.
iv. Click on company name i.e. ‘SBFC Finance Limited’ or ESP i.e. KFin.
v. Members will be re-directed to KFin’s website for castng their vote
during the Remote E-votng period.
2. Those not registered under IDeAS:
i. Visithtps://eservices.nsdl.comfor registering.
ii. Select “Register Online for IDeAS Portal” or click at
htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

SBFC Finance Limited

CIN No : L67190MH2008PLC178270

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	iii. Visit the e-votng website of NSDLhtps://www.evotng.nsdl.com/ iv. Once the home page of e-votng system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ secton. A new screen will open. v. Members will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), password / OTP and a verifcaton code as shown on the screen. vi. Afer successful authentcaton, members will be redirected to NSDL Depository site wherein they can see e-votng page. vii. Click on company name i.e. SBFC Finance Limited or ESP name i.e KFin afer which the Member will be redirected to ESP website for castng their vote during the Remote E-votng period. viii. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentoned below for seamless votng experience.
Individual members holding shares of the Company in demat mode with CDSL	1. Existng users who have opted for Electronic Access To Securites Informaton (“Easi / Easiest”) facility: i. htps://web.cdslindia.com/myeasitoken/Home/Login or URL: htp://www.cdslindia.com / www.cdslindia.com ii. Click on New System Myeasi. iii. Login to MyEasi opton under quick login. iv. Login with the registered user ID and password. v. Members will be able to view the e-votng Menu. vi. The Menu will have links of KFin e-votng portal and will be redirected to the e-votng page of KFin to cast their vote without any further authentcaton. 2. User not registered for Easi / Easiest i. Visit htps://web.cdslindia.com/myeasitoken/Registraton/EasiRegistraton ii. Proceed to complete registraton using the DP ID, Client ID (BO ID), etc. iii. Afer successful registraton, please follow the steps given in point no. 1 above to cast your vote. 3. Alternatvely, by directly accessing the e-votng website of CDSL i. Visitwww.cdslindia.com ii. Provide demat account number and PAN

iii. Visit the e-votng website of NSDLhtps://www.evotng.nsdl.com/
iv. Once the home page of e-votng system is launched, click on the icon
“Login” which is available under ‘Shareholder / Member’ secton. A
new screen will open.
v. Members will have to enter their User ID (i.e. the sixteen digit demat
account number held with NSDL), password / OTP and a verifcaton
code as shown on the screen.
vi. Afer successful authentcaton, members will be redirected to NSDL
Depository site wherein they can see e-votng page.
vii. Click on company name i.e. SBFC Finance Limited or ESP name i.e KFin
afer which the Member will be redirected to ESP website for castng
their vote during the Remote E-votng period.
viii. Members can also download the NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentoned below for seamless votng
experience.

Individual
members
holding shares
of the Company
in demat mode
with CDSL

1. Existng users who have opted for Electronic Access To Securites
Informaton (“Easi / Easiest”) facility:
i. htps://web.cdslindia.com/myeasitoken/Home/Login
or
URL:
htp://www.cdslindia.com / www.cdslindia.com
ii. Click on New System Myeasi.
iii. Login to MyEasi opton under quick login.
iv. Login with the registered user ID and password.
v. Members will be able to view the e-votng Menu.
vi. The Menu will have links of KFin e-votng portal and will be redirected
to the e-votng page of KFin to cast their vote without any further
authentcaton.
2. User not registered for Easi / Easiest
i. Visit
htps://web.cdslindia.com/myeasitoken/Registraton/EasiRegistraton
ii. Proceed to complete registraton using the DP ID, Client ID (BO ID), etc.
iii. Afer successful registraton, please follow the steps given in point no.
1 above to cast your vote.
3. Alternatvely, by directly accessing the e-votng website of CDSL
i. Visitwww.cdslindia.com
ii. Provide demat account number and PAN

CIN No : L67190MH2008PLC178270

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	iii. System will authentcate user by sending OTP on registered mobile and email as recorded in the demat Account. iv. Afer successful authentcaton, please enter the e-votng module of CDSL. Click on the e-votng link available against the name of the Company, viz. ‘SBFC Finance Limited’ or select KFin. v. Members will be re-directed to the e-votng page of KFin to cast their vote without any further authentcaton.
Individual members login through their demat accounts / Website of Depository Partcipant	i. Members can also login using the login credentals of their demat account through their DP registered with the Depositories for e-votng facility. ii. Once logged-in, members will be able to view e-votng opton. iii. Upon clicking on e-votng opton, members will be redirected to the NSDL / CDSL website afer successful authentcaton, wherein they will be able to view the e-votng feature. iv. Click on optons available against SBFC Finance Limited or KFin. v. Members will be redirected to e-votng website of KFin for castng their vote during the Remote E-votng period without any further authentcaton.

iii. System will authentcate user by sending OTP on registered mobile
and email as recorded in the demat Account.
iv. Afer successful authentcaton, please enter the e-votng module of
CDSL. Click on the e-votng link available against the name of the
Company, viz. ‘SBFC Finance Limited’ or select KFin.
v. Members will be re-directed to the e-votng page of KFin to cast their
vote without any further authentcaton.

Individual
members login
through their
demat accounts
/ Website of
Depository
Partcipant

i. Members can also login using the login credentals of their demat account
through their DP registered with the Depositories for e-votng facility.
ii. Once logged-in, members will be able to view e-votng opton.
iii. Upon clicking on e-votng opton, members will be redirected to the
NSDL / CDSL website afer successful authentcaton, wherein they will
be able to view the e-votng feature.
iv. Click on optons available against SBFC Finance Limited or KFin.
v. Members will be redirected to e-votng website of KFin for castng their
vote during the Remote E-votng period without any further
authentcaton.

Important note : Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:

Login type Securites held with NSDL Securites held with CDSL	Helpdesk details
	Members facing any technical issue in login can contact NSDL helpdesk by sendinga request [email protected] contact at 022-4886 7000
	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at 1800 210 99 11

B. Login Method for shareholders other than Individual shareholders holding shares of the Company in demat mode and shareholders holding shares of the Company in physical mode:
1) Members whose email IDs are registered with the Company / DPs, will receive an email from KFintech which will include details of e-voting Event Number (EVEN), USER ID and password. They are requested to follow the following process:
i. Launch internet browser by typing the URL: htps://evotng.kfntech.com
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E Voting Event Number) xxxx, followed by folio number. In case of Demat account,

SBFC Finance Limited

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User ID will be your DP ID and Client ID. However, if a Member is registered with KFin for e-voting, they can use their existing User ID and password for casting the vote

iii. After entering these details appropriately, click on “LOGIN”.
iv. Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,3, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confidential.
v. Members would need to login again with the new credentials.
vi. On successful login, the system will prompt the Member to select the “EVEN” i.e., “SBFC Finance” and click on “Submit”
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/AGAINST” or alternatively, a Member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A Member may also choose the option ABSTAIN. If a Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
viii. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat accounts.
ix. Voting has to be done for each item of the Notice separately. In case members do not desire to cast their vote on any specific item, it will be treated as abstained.
x. A Member may then cast their vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once a member has voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution(s).
xii. Corporates/Institutional members (i.e. other than Individuals, HUF, NRIs, etc.) are required to send scanned certified true copy (PDF/JPG Format) of the Board Resolution/Authority Letter, etc. authorizing its representative(s) to vote on its behalf, to the Scrutinizer at e-mail ID: [email protected] with a copy marked to [email protected] and to the Company at [email protected]. They may also upload the same in the e-voting

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module in their login page. The scanned image of the above mentioned documents should be in the naming format ‘Corporate Name_EVEN’.

It should reach the Scrutinizer, KFintech and the Company not later than Monday, 7[th] April, 2025 (5.00 p.m. IST).

xiii. If you have forgotten your password, you can reset your password by using ‘Forgot Password’ available on htps://evotng.kfntech.com and following the password reset options provided therein or contact KFINTECH at toll free no.: 1800-309-4001.
Members whose email IDs are not registered with the Company/ DPs and e-voting instructions cannot be serviced, will have to follow the following process:

Member may send an e-mail request at the email id [email protected] along with scanned copy of the signed request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot and the e-voting instructions.

In case of any query/grievance with respect to Remote E-voting, please visit the ‘Help’/ ‘FAQs’ section available on KFINTECH’s website: htps://evotng.kfntech.com or send an e-mail to [email protected] or call KFINTECH on toll free number 1800-309-4001. Members may also contact Mr. Praveen Chaturvedi, Senior Vice President or Mr. Mohammed Shanoor, Assistant Manager, KFin Technologies Limited, Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana (Unit: SBFC Finance Limited) at the e-mail ID [email protected].

In case of members who have not registered their e-mail addresses with the Company/KFintech/Depository Participant(s) then such Members are requested to register/ update their e-mail address with Depository Participant (in case of shares held in demat form) and inform KFintech at the e-mail ID [email protected]. In case of shares held in physical form, Members are required to send the request letter together with form(s) ISR-1, ISR-2 & ISR -3 or form SH-13 to enable updation of KYC Details and sending communication(s) to you over e-mail.
Members holding shares in dematerialized mode are requested to intimate all changes pertaining to their bank details, ECS mandates, e-mail addresses, nominations, power of attorney, change of address/name, contact number, etc. to their DPs only and not to the Company or KFINTECH. Any such changes effected by the DPs will automatically reflect in the Company’s subsequent records.
Members are requested to note that the RTA of the Company, based on SEBI Circular no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/72 dated June 8, 2023, has created an online platform which can be accessed at htps://ris.kfntech.com/default.aspx > Investor Services > Investor Support.

SBFC Finance Limited

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Members can register/sign-up, using their Name, PAN, Mobile and e-mail id. Post registration, Members can login via OTP and execute activities like raising Service Requests, Queries, Complaints, checking status, KYC details, dividend, interest, redemptions, e-meetings and e-voting details.

Quick link to access the sign-up page is htps://kprism.kfntech.com/signup

By Order of the Board of Directors

Namrata Sajnani Company Secretary & Chief Compliance Officer ICSI Membership No. F10030

Date: 28[th] February, 2025 Place: Mumbai

Registered Office: 103, 1st Floor, C&B Square, Sangam Complex, Andheri Kurla Road, Village Chakala, Andheri (East) Mumbai 400 059 Tel: +91-22-67875300 E-mail: [email protected] Website: www.sbfc.com CIN: L67190MH2008PLC178270

SBFC Finance Limited

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EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013 (“THE ACT”) SETTING OUT THE MATERIAL FACTS CONCERNING THE RESOLUTION IN THE ACCOMPANYING NOTICE:

The following Statement sets out all material facts relating to Resolution mentioned in the accompanying Notice:

In order to strengthen the Company’s strategic direction, the Board of Directors of the Company at their meeting held on 28[th] February, 2025, pursuant to the recommendation of the Nomination and Remuneration Committee (“NRC”) and subject to the approval of the Members, had appointed Mr. Mahesh Dayani (DIN: 06561389) as an Additional and Whole-time Director designated as ‘Executive Director’ of the Company for a period of five consecutive years from 28[th] February, 2025 to 27[th] February, 2030.

In terms of section 161 of the Companies Act, 2013 (“the Act”) and the Articles of Association of the Company, Mr. Mahesh Dayani holds office as an Additional Director up to the date of the ensuing Annual General Meeting of the Company and is eligible to be appointed as a Director. The Company has received a notice in writing from a Member under section 160 of the Act, proposing his candidature for the office of Director of the Company in terms of Section 160(1) of the Act, which has been duly reviewed and recommended by the Board of Directors to the shareholders for approval.

Furthermore, the appointment of Mr. Mahesh Dayani as a Whole-time Director, designated as ‘Executive Director, effective from 28[th] February, 2025, and the terms and conditions of such appointment, including remuneration as recommended by the NRC and approved by the Board, are subject to the approval of the shareholders, as per the relevant provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 (“RBI Master Direction”).

Brief profile of Mr. Mahesh Dayani is as follows:

Mr. Mahesh Dayani has been the Chief Business Officer of SBFC Finance Limited since 1[st] November, 2017. In this capacity, he oversees the Company’s distribution strategy, product development, marketing efforts, and is focused on driving profitable growth. Mr. Dayani holds a Bachelor’s degree in Commerce from the University of Calcutta and a Post Graduate Diploma in Business Administration from ICFAI Business School, Hyderabad. He is also an Associate Member of the Indian Institute of Bankers.

With over 25 years of experience across Wholesale, Commercial, Transaction and Retail Banking, Mr. Mahesh Dayani has successfully built businesses from scratch in both commercial and retail assets with prominent banks such as HDFC Bank, ING Vysya Bank and Kotak Mahindra Bank. Additionally, Mr. Mahesh Dayani is also a Rank Holder in CAIIB and served as part of the Key Managerial Personnel and Key Leadership Team at both ING Vysya Bank and Kotak Mahindra Bank, as well as the Key Leadership Team with ING Global.

SBFC Finance Limited

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During his tenure at SBFC Finance Limited, Mr. Dayani has showcased exceptional leadership and has been at the forefront of the Company’s growth and transformation. Over the past seven plus years, he has played a pivotal role in refining the Company’s strategies, strengthening its market presence and driving key initiatives that have propelled Company’s growth in a highly competitive financial sector. He has also played a key role in the successful management of the Company’s Initial Public Offering (IPO).

The core skill sets/expertise as identified by the Board to be collectively possessed by the Board of Directors of the Company in the context of the Company’s business inter alia, include business & financial experience, risk management, information technology, governance oversight, consumer insights and building strategy. Mr. Dayani brings a strong skill set encompassing business & financial experience, risk management, consumer insights, building strategy and delivering sustainable growth.

Proposal:

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Pursuant to Sections 2(51), 2(94), 178, 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”), Regulation 17 of SEBI Listing Regulations, RBI Master Direction and all other applicable provisions of the Act, Rules, SEBI Listing Regulations and RBI Master Direction (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), the appointment, terms and conditions of appointment and remuneration of Mr. Mahesh Dayani is being circulated to the Members vide this Postal Ballot Notice for their approval by way of Special Resolution which are detailed below:

Tenure: The appointment is for a period of five consecutive years from 28[th] February, 2025 to 27[th] February, 2030.
Nature of duties: Mr. Mahesh Dayani shall devote his whole time and attention to the business of the Company and perform such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of one or more of its associated companies and / or subsidiaries, if any, including performing duties as assigned to him from time to time by serving on the boards of such associated companies and / or subsidiaries or any other executive body or any committee of such a company. Additionally, Mr. Dayani will also maintain his responsibilities and functions as Chief Business Officer.
Proposed Remuneration:
A. Basic Salary: Initial basic salary of ₹ 14,58,000/- per month up to maximum of ₹ 26,86,885/per month.
B. Performance Linked Bonus would constitute up to 100 % of his total Cost to Company (“CTC”), as may be decided by the Board of Directors or a Committee thereof from year to year, based

SBFC Finance Limited

CIN No : L67190MH2008PLC178270

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on the achievement of such performance parameters as may be determined by the NRC or the Board of Directors from time to time.

C. Perquisites and Allowances: In addition to the basic salary, Mr. Mahesh Dayani shall also be entitled to perquisites not exceeding 100 % of his Annual Basic Salary which would include gratuity, statutory contribution to retirement funds, NPS, HRA, Conveyance allowance, Meal Card, Telephone and Internet expenses, Leave travel allowance and other benefits/ allowances in accordance with the scheme(s) and rule(s) of the Company from time to time, for the aforesaid benefits.

D. In addition to the salary, perquisites and allowances as set out above, Mr. Mahesh Dayani shall be entitled to equity shares for options already granted and exercised or to be granted and exercised during the period of his tenure as may be approved by the Nomination and Remuneration Committee from time to time.

E. Other terms: Mr. Mahesh Dayani shall not be paid any sitting fees for attending the meetings of Board or any Committee thereof.

Notice period applicable to a Whole-time Director designated as ‘Executive Director’ of the Company is three (3) months. There is no provision to pay any severance fee to him.

The Company will take an appropriate Directors’ and Officers’ Liability Insurance Policy and pay the premiums for the same. It is intended to maintain such insurance cover for the entire period of appointment, subject to the terms of such policy in force from time to time.

The following are the additional information as required under Schedule V to the Act:

I. General Informaton:
Nature of Industry:	The Company is a systemically important, non-deposit taking non-banking fnance company (“NBFC-ND-SI”) ofering secured loans to MSME and loans against gold.
Date or expected date of commencement of commercial producton:	The Company commenced its business operatons in 2008.

SBFC Finance Limited

Registered Office: Unit No. 103, 1[st] Floor, C&B Square, Sangam Complex, Andheri Kurla Road, Village Chakala, Andheri (East) Mumbai - 400 059

T. : +91-22-67875300 • F : +91-22-67875334 • www.SBFC.com • Email: [email protected]

CIN No : L67190MH2008PLC178270

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In case of new companies, expected date of commencement of actvites as per project approved by fnancial insttutons appearing in the prospectus:		Not Applicable.
Financial performance based on given indicators:					(₹ in crores) Consolidated As on 31.03.2024 (Audited) As on 31.12.2024 (Unaudited) 2,778.07 3,076.08 1,019.92 945.85 237.10 251.36
		Partculars	Standalone		Consolidated
			As on 31.03.2024 (Audited)	As on 31.12.2024 (Unaudited)	As on 31.03.2024 (Audited)	As on 31.12.2024 (Unaudited)
		Net Worth	2,778.26	3,075.71	2,778.07	3,076.08
		Total Income	1,019.82	944.94	1,019.92	945.85
		Profts afer Tax	237.02	250.77	237.10	251.36
Foreign investments or collaborators, if any:		The Company has not made any foreign investments or entered into any foreign collaboraton. Promoters of the Company are non-residents who holds 54.75% of the equity share capital of the Company as on 31stDecember, 2024.
II. Informaton about Mr. Mahesh Dayani:
Background details:	Refer profle secton as stated above.
Past remuneraton:	During the fnancial year ended 31stMarch 2024, Mr. Dayani received a remuneraton of ₹ 2.48/- crores in his capacity as Chief Business Ofcer.
Recogniton or awards:	Refer profle secton stated above.
Job Profle and his suitability:	With 25 years of extensive experience across Wholesale, Commercial, Transactonal and Retail Banking, Mr. Mahesh Dayani is set to bring signifcant value to the Company and the Board. His proven leadership, coupled with his exceptonal strategic and business insight, will be a major asset. Additonally, Mr. Dayani’s wealth of expertse spans in various areas of business, fnancial, risk management, consumer insights, building strategy and delivering sustainable growth. Also, during his tenure at SBFC Finance Limited as Chief Business Ofcer, Mr. Mahesh Dayani has showcased exceptonal leadership and has been at the forefront of the Company’s growth and transformaton. Over the past seven plus years, he has played a pivotal role in refning the Company’s strategies, strengthening its market presence and driving key initatves that havepropelled Company’sgrowth in a highlycompettve fnancial

SBFC Finance Limited

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	sector. He has also played a key role in the successful management of the Company’s Inital Public Ofering (IPO).
Remuneraton proposed:	As mentoned above.
Comparatve remuneraton profle with respect to industry, size of the company, profle of the positon and person (in case of expatriates the relevant details would be with respect to the country of his origin):	Taking into consideraton the size of the Company, the profle of Mr. Mahesh Dayani, the responsibilites shouldered by him and the industry benchmarks, the remuneraton proposed to be paid is commensurate with the remuneraton packages paid to similar senior level counterpart(s) in other companies.
Pecuniary relatonship directly or indirectly with the Company, or relatonship with the managerial personnel if any and shareholding in the Company:	Besides the remuneraton proposed to be paid to Mr. Dayani, he does not have any other pecuniary relatonship with the Company or relatonship with the managerial personnel of the Company. As on date of this notce, Mr. Dayani holds 1,25,70,253 equity shares in the Company, equivalent to 1.16% of the paid-up share capital of the Company.
III. Other Informaton:
Reasons of loss or inadequate profts:	Not applicable
Steps taken or proposed to be taken for improvement:	Not applicable
Expected increase in productvity and profts in measurable terms:	Not applicable
IV. Disclosures:
• The informaton and disclosures of the remuneraton of Mr. Mahesh Dayani as per the requirements of Secton II of Part II of Schedule V of the Act will be mentoned in the Corporate Governance Report forming part of the Annual Report for the fnancial year 2024-25; • Mr. Mahesh Dayani satsfes all the conditons set out in Part-I of Schedule V to the Act and also the conditons set out under secton 196(3) of the Act for being eligible for appointment; • Mr. Mahesh Dayani is not disqualifed from being appointed as a Director in terms of secton 164(1) and 164(2) of the Act and has given his consent to act as a Director;

SBFC Finance Limited

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Mr. Mahesh Dayani is not debarred from holding the office of Director by virtue of SEBI Order or any such authority pursuant to BSE Circular No. LIST/COMP/14/2018-19 and the National Stock Exchange of India Limited Circular No. NSE/CML/2018/24, both dated 20th June 2018 (“Stock Exchange Circulars”) pertaining to Enforcement of SEBI Orders regarding appointment of Directors by the listed companies;
Mr. Dayani satisfies the criteria of ‘fit and proper’ as prescribed by the Reserve Bank of India (“RBI”) vide Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and Insurance Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations, 2015;
Mr. Dayani’s directorship/committee memberships are within the statutorily permitted limits and that he does not hold any other whole-time directorship in any other company.

The Company as on date is not in default in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor of the Company and accordingly, their prior approval is not required, for the approval of the proposed special resolution.

The Board is headed by an Independent Chairperson. The composition of the Board of the Company post induction of Mr. Mahesh Dayani as a Whole-time Director would continue to be in compliance with the requirements of Regulation 17 of the SEBI Listing Regulations and the applicable provisions of the Act.

This Explanatory Statement may be considered as a written Memorandum setting out terms and conditions of appointment and the payment of remuneration to Mr. Mahesh Dayani as Whole-time Director designated as Executive Director effective from 28[th] February, 2025 to 27[th] February, 2030 in terms of section 190 of the Act.

The Board is of the view that Mr. Mahesh Dayani’s extensive expertise and experience will significantly enhance the Company's strategic capabilities and pursuant to the recommendation of NRC, recommends his appointment to the Members for approval.

Disclosures and details of terms and conditions of appointment of Mr. Mahesh Dayani as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India is provided in Annexure A to this Explanatory Statement and should be taken and read as part hereof.

The Board recommends passing of the Special Resolution as set out in this Postal Ballot Notice for approval of the Members of the Company.

All relevant documents and papers referred to in this Notice and Explanatory Statement shall be available for electronic inspection without any fee by the Members, as provided in Note No. 13 of the Notes to this Postal Ballot Notice.

SBFC Finance Limited

CIN No : L67190MH2008PLC178270

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Save and except Mr. Mahesh Dayani, and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out in this Notice.

By Order of the Board of Directors

Namrata Sajnani Company Secretary & Chief Compliance Officer ICSI Membership No. F10030

Date: 28[th] February, 2025 Place: Mumbai

SBFC Finance Limited

CIN No : L67190MH2008PLC178270

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Annexure A to the Explanatory Statement of the Postal Ballot Notice pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard–2 on General Meetings issued by the Institute of Company Secretaries of India, is given below:

Name of Director	Mr. Mahesh Dayani
Director Identfcaton Number (DIN)	06561389
Natonality	Indian
Date of Birth/ Age	4thApril, 1974; 50 years
Date of frst appointment on the Board	28thFebruary, 2025
Capacity/Positon	Whole-tme director designated as Executve Director (Key Managerial Personnel)
Tenure with the Company	7 years 4 months (up to the date of this Notce)
Nature of dutes	Mr. Mahesh Dayani shall devote his whole tme and atenton to the business of the Company and perform such dutes as may be entrusted to him by the Board from tme to tme and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and directons of the Board in connecton with and in the best interests of the business of the Company and the business of one or more of its associated companies and / or subsidiaries, if any, including performing dutes as assigned to him from tme to tme by serving on the boards of such associated companies and / or subsidiaries or any other executve body or any commitee of such a company. Additonally, Mr. Dayani will also maintain his responsibilites and functons as Chief Business Ofcer.
Brief Resume, including qualifcaton, experience, expertse in specifc functonal areas,skills & capabilites	As stated in the explanatory statement to this Notce under Brief Profle of Mr. Mahesh Dayani
List of directorships held in Indian companies along with chairpersonship/ membership on the Commitees of the Board of Directors	Nil
Listed enttes from which the Director has resigned in the past threeyears	Nil
Number of Equity Shares held in the Company by himself or as a benefcial owner	Mr. Mahesh Dayani holds 1,25,70,253 Equity Shares of face value of ₹ 10 each, equivalent to 1.16 % of paid-up share capital of the

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	Company. However, he does not hold any shares as a benefcial owner.
Terms and Conditons of appointment and details of remuneraton sought to be paid	Terms and Conditons of appointment and details of remuneraton sought to be paid are stated in the resoluton and explanatory statement to this Notce. Mr. Mahesh Dayani would not be enttled to receive any sitng fees for atending the meetngs of Board or any Commitee thereof.
Details of last drawn remuneraton (including sitng fees and commission) from the Company	As stated in the explanatory statement to this Notce.
Number of meetngs atended (Board/ Commitee Meetngs)	Mr. Mahesh Dayani in capacity of Chief Business Ofcer has atended the Board and Commitee meetngs of the Company, as an Invitee.
Relatonship with other Directors/ Key Managerial Personnel (“KMP”)/ Manager	Mr. Dayani is not related, directly or indirectly, to any Director/ KMP of the Company. The Company does not have any Manager. Mr. Dayani is a professional Director and not related to the promoter of the Company.

AI assistant

SBFC Finance Limited Proxy Solicitation & Information Statement 2025

61305_rns_2025-03-07_b34761a2-0624-461c-9361-328e7446b1c5.pdf

Sub: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Sr. Resolution No

For SBFC Finance Limited

NOTICE OF POSTAL BALLOT

Dear Member(s),

SPECIAL BUSINESS:

NOTES:

16. Instructions for Remote E-voting:

SBFC Finance Limited

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013 (“THE ACT”) SETTING OUT THE MATERIAL FACTS CONCERNING THE RESOLUTION IN THE ACCOMPANYING NOTICE:

Brief profile of Mr. Mahesh Dayani is as follows:

Proposal:

SBFC Finance Limited

SBFC Finance Limited

SBFC Finance Limited

SBFC Finance Limited

AI assistant

SBFC Finance Limited — Proxy Solicitation & Information Statement 2025

61305_rns_2025-03-07_b34761a2-0624-461c-9361-328e7446b1c5.pdf

Sub: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Sr. Resolution No

For SBFC Finance Limited

NOTICE OF POSTAL BALLOT

Dear Member(s),

SPECIAL BUSINESS:

NOTES:

16. Instructions for Remote E-voting:

SBFC Finance Limited

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013 (“THE ACT”) SETTING OUT THE MATERIAL FACTS CONCERNING THE RESOLUTION IN THE ACCOMPANYING NOTICE:

Brief profile of Mr. Mahesh Dayani is as follows:

Proposal:

SBFC Finance Limited

SBFC Finance Limited

SBFC Finance Limited

SBFC Finance Limited

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SBFC Finance Limited Proxy Solicitation & Information Statement 2025