The Board of Directors of the Company at its meeting held on today, i.e. August 14, 2026, approved the amalgamation of Criss Financial Limited (WOS) with the Company by way of scheme of arrangement.

Ref: SSFL/Stock Exchange/2026-27/055 August 14, 2026 To To BSE Limited, National Stock Exchange of India Limited, Department of Corporate Services Listing Department P. J. Towers, 25th Floor, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E) Mumbai – 400001 Mumbai – 400051 Scrip Code: 542759 and 890221 Symbol: SPANDANA and SSFLPP Dear Sir/Madam, Sub: Outcome of Board Meeting of the Company held on August 14, 2026 Ref: SSFL/Stock Exchange/2025-26/43 dated July 15, 2026 Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), it is hereby informed that the Board of Directors (“Board”) of the Company at its meeting held today, i.e. Friday, August 14, 2026, inter-alia: i. Took note of the resignation of Mr. Neeraj Swaroop (DIN: 00061170) as a Non-Executive Nominee Director (nominee of Kedaara Capital I Limited), with effect from August 13, 2026, pursuant to his cessation as a nominee of Kedaara Capital I Limited on the Board of the Company; ii. Based on the recommendation of the Nomination and Remuneration Committee, with a view to benefit from Mr. Swaroop’s continued guidance and after taking into consideration his diverse and rich experience along with other relevant attributes including the fact that he meets the criteria of independence under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, approved the appointment of Mr. Neeraj Swaroop (DIN: 00061170) as an Additional Director in the capacity of Independent Director, with effect from August 14, 2026, to August 13, 2029, for a term of three consecutive years, subject to shareholders’ approval; and iii. In furtherance to our earlier letter dated July 15, 2026, approved the amalgamation of Criss Financial Limited(‘CFL’), (a wholly owned subsidiary of the Company) with the Company, by way of a scheme of arrangement under the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 and other applicable regulatory requirements (the ‘Scheme’). The Scheme is, inter alia, subject to the sanction of the National Company Law Tribunal, Hyderabad (“NCLT”) and requisite approvals of the shareholders and/or creditors of the Company, if so directed by the NCLT and subject to compliance with applicable laws and to the receipt of requisite regulatory, statutory, or other approvals (including those from the Reserve Bank of India), as may be required. The draft Scheme as approved by the Board would be available on the website of the Company after it has been intimated to the Stock Exchanges. Spandana Sphoorty Financial Limited CIN - L65929TG2003PLC040648 Galaxy, Wing B, 16th Floor, Plot No.1, Sy No 83/1, Hyderabad Knowledge City, TSIIC, Raidurg Panmaktha, Hyderabad, Rangareddi TG 500081 IN Ph: 040 48126666 | contact@spandanasphoorty.com | www.spandanasphoorty.com The details as required under SEBI Master Circular dated January 30, 2026, bearing reference number HO/49/14/14(7)2025-CFD-POD2/I/3762/2026, is provided in Annexure – A. A copy of Mr. Swaroop’s resignation letter is enclosed herewith as Annexure B. The meeting of the Board commenced at 03:10 p.m. and concluded at 03.40 p.m. Kindly take the same on record. Thanking you. Yours Sincerely, For Spandana Sphoorty Financial Limited Vinay Prakash Tripathi Company Secretary Encl: as above Spandana Sphoorty Financial Limited CIN - L65929TG2003PLC040648 Galaxy, Wing B, 16th Floor, Plot No.1, Sy No 83/1, Hyderabad Knowledge City, TSIIC, Raidurg Panmaktha, Hyderabad, Rangareddi TG 500081 IN Ph: 040 48126666 | contact@spandanasphoorty.com | www.spandanasphoorty.com Annexure A Details as per SEBI Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are as follows: A. Resignation of Mr. Neeraj Swaroop (DIN: 00061170) as Non-Executive Nominee Director Particulars Details Reason for change viz. Resignation Mr. Neeraj Swaroop (DIN: 00061170) a Non-Executive Nominee appointment, re- Director (nominee of Kedaara Capital Limited), pursuant to his cessation as appointment, resignation, a nominee of Kedaara Capital I Limited on the Board of the Company. removal, death or otherwise; Date of appointment/re- August 13, 2026 appointment/cessation (as applicable) & term of appointment/re- appointment Brief profile (in case of Not applicable. appointment) Disclosure of relationships Not applicable. between directors (in case of appointment of a director) B. Appointment of Mr. Neeraj Swaroop as an Additional Director in the capacity of Independent Director Particulars Details Reason for change viz. Appointment of Mr. Neeraj Swaroop (DIN: 00061170) as an Additional appointment, re- Director in the capacity of Independent Director of the Company, subject to appointment, resignation, shareholders’ approval. removal, death or otherwise; Date of appointment/re- Date of appointment: August 14, 2026 appointment/cessation (as applicable) & term of Term of appointment: For three consecutive years from August 14, 2026 to appointment/re- August 13, 2029. appointment Spandana Sphoorty Financial Limited CIN - L65929TG2003PLC040648 Galaxy, Wing B, 16th Floor, Plot No.1, Sy No 83/1, Hyderabad Knowledge City, TSIIC, Raidurg Panmaktha, Hyderabad, Rangareddi TG 500081 IN Ph: 040 48126666 | contact@spandanasphoorty.com | www.spandanasphoorty.com Particulars Details Brief profile (in case of Mr. Swaroop is an experienced professional with over 40 years in the FMCG appointment) and financial services industry. He has built and led businesses across geographies across India and Asia and serves on the boards of various other companies. His last full-time role was with Standard Chartered as Regional CEO, South East Asia and Singapore. Previously, he has worked with Pond’s India, Hindustan Unilever, Bank of America, and HDFC Bank in various leadership roles. He has also held board positions at Bank of Permata Indonesia, CDSL India, PNB Metlife India, and Standard Chartered subsidiaries in Malaysia, Thailand, Vietnam, Mauritius, and Nepal. He holds a Mechanical Engineering Degree from IIT - Delhi, a post-graduate diploma in Business Administration from IIM - Ahmedabad, and a postgraduate diploma in Retail Bank Management from the University of Virginia. [He also serves as a Director and Chairperson on the board of Avanse Financial Services Limited, HDFC Securities Limited, and SBFC Finance Limited. Disclosure of relationships None of the directors of the Company are inter-se related to Mr. Neeraj between directors (in case of Swaroop. appointment of a director) Information as required Mr. Neeraj Swaroop is not debarred from holding the office of director by pursuant to BSE Circular with virtue of any order passed by MCA, SEBI or any other statutory authority ref. No. and therefore, he is not disqualified to be appointed as a director. LIST/COMP/14/2018-19 and the National Stock Exchange of India with ref. No. NSE/CML/2018/24, dated 20th June 2018 C. Particulars/details in respect of amalgamation of CFL, (a wholly owned subsidiary of the Company) with the Company, by way of a scheme of arrangement: Particulars Name of the entities forming Name of the entity Revenue for the Net Worth for the part of the year ended year ended March amalgamation/merger, details March 31, 2026 31, 2026 (in INR in brief such as size, turnover (in INR crores) crores) etc. Spandana Sphoorty 906.59 2193.75 Financial Limited (‘SSFL’) Criss Financial 150.86 233.11 Limited Whether the transaction would CFL is a wholly owned subsidiary of the Company. fall within related party transactions? If yes, However, per the clarification issued by the Ministry of Corporate Affairs whether the same is done at vide its General Circular No. 30/ 2014 dated 17th July 2014, a scheme of “arms-length”? amalgamation under sections 230-232 of the Companies Act, 2013, will not fall within the purview of [Showing first 8,000 characters — download PDF for full document]