Niyogin Fintech Limited has announced that it has received an in-principle approval from the Reserve Bank of India (RBI) for its proposed Composite Scheme of Arrangement and Amalgamation. The approval was communicated via an email dated April 30, 2026, and was disclosed to BSE Limited on May 04, 2026, under Regulation 30 and 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the Scheme

The Composite Scheme of Arrangement and Amalgamation involves three entities and their respective shareholders and creditors, structured under sections 230 to 232 read with section 52 and 66 and other applicable provisions of the Companies Act, 2013. The scheme was initially referenced in earlier communications dated January 31, 2025 and January 22, 2026.

Regulatory Milestone and Pending Approvals

The RBI's in-principle approval represents a key regulatory milestone in the implementation of the Scheme. However, the Scheme remains subject to the receipt of additional statutory and regulatory approvals before it can be fully implemented. The pending approvals include:

• Approval from the Hon'ble National Company Law Tribunal (NCLT)
• Approval from shareholders
• Approval from creditors
• Any other applicable authority approvals as may be required

Niyogin Fintech has stated that it will continue to keep the stock exchanges informed of any further developments in compliance with applicable regulations. The information has also been made available on the company's website at www.niyogin.com .

Company Information

Niyogin Fintech Limited is incorporated with CIN L65910TN1988PLC131102. Its registered office is located at M.I.G 944, Ground Floor, TNHB Colony, 1st Main Road, Velachery, Chennai, Tamil Nadu – 600042, and its corporate office is at Neelkanth Corporate IT Park, 311/312, 3rd Floor, Kirol Road, Vidyavihar (W), Mumbai – 400086. The disclosure was signed by Neha Daruka, Company Secretary, on May 04, 2026.

The Board of niyogin fintech Limited has approved the dilution or reduction of the company's shareholding in its material subsidiary, Iserveu Technology Private Limited, by up to 10%. The approval was granted during a Board meeting held on April 17, 2026, which commenced at 6:45 p.m. IST and concluded at 7:35 p.m. IST. The decision aims to facilitate a proposed fund-raise by Iserveu and induct potential investors into the subsidiary.

The dilution will be on a percentage basis without reduction in the number of shares held by Niyogin Fintech Limited. The Board has also considered approval for cessation, extinguishment, change, or modification of control over Iserveu, in full or in part, through any means. The transaction will be subject to approval of shareholders under Regulation 24(5) of the SEBI Listing Regulations.

Financial Performance of Iserveu

Iserveu Technology Private Limited is a material subsidiary of Niyogin Fintech Limited. During the financial year 2025, the subsidiary made significant contributions to the consolidated financials:

Shareholder Approval Process

The Board has approved a draft Postal Ballot Notice for seeking consent of shareholders by way of Special Resolution. This is in accordance with Section 110 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The resolution will cover the proposed dilution or reduction of shareholding and any change in control of Iserveu.

Impact on Composite Scheme

The proposed change in capital structure of Iserveu is within the limits approved for change in capital structure as per Clause 4.1.5 of the Composite Scheme of Arrangement and Amalgamation between Niyogin Fintech Limited, Niyogin Finserv Limited, and Iserveu Technology Private Limited. The company stated that this does not affect the swap ratio for the Composite Scheme since there is no change in the capital structure of Niyogin Fintech Limited and no reduction in the number of shares held by the company in Iserveu. The expected date of completion of the transaction is within a period of six months.