Niyogin Fintech Limited has issued a clarification regarding its earlier intimation dated May 04, 2026, concerning the in-principle approval received from the Reserve Bank of India (RBI) for its proposed Composite Scheme of Arrangement and Amalgamation. In a fresh disclosure to BSE Limited dated May 05, 2026, under Regulation 30 and 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company stated that the May 04, 2026 intimation was a voluntary disclosure made in the interest of transparency and good governance, and should not be construed as a non-compliance with any prescribed timelines under applicable regulatory requirements.

Nature of the Disclosure

Niyogin Fintech clarified that its disclosure of the RBI's in-principle approval was issued in continuation of its earlier communications dated January 31, 2025 and January 22, 2026. The company explained that since the RBI approval is not a fresh licence, registration, or approval, but only a continuation of the ongoing Scheme process, the disclosure was made voluntarily upon receipt of the approval. The company further noted that all relevant details of the Scheme had already been duly disclosed under Regulation 30 of SEBI LODR Regulations, 2015, in compliance with SEBI Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, by way of its letter dated January 31, 2025.

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 approved by the Board at its meeting held on January 31, 2025, and subsequently received an observation letter with 'no adverse observations' from BSE Limited on January 22, 2026.

Scheme Structure

The Scheme involves two sequential steps. As a first step, the NBFC Business of Niyogin Fintech Limited will be demerged and vested into Niyogin Finserv Limited (NFL 2), with NFL 2 issuing 1 fully paid-up equity share of Rs. 10/- each for every 1 equity share of Rs. 10/- each held in NFL. As a second step, immediately following the demerger, NFL (comprising its Remaining Business) will be amalgamated with iServeU Technology Private Limited, with iServeU issuing shares to NFL shareholders at a ratio of 1 equity share of Re. 1/- each of iServeU for every 2 equity shares of Rs. 10/- each of NFL. No cash consideration is payable under either step of the Scheme.

Financial Profile of Entities Involved

The following table presents the standalone financial details of the entities involved in the amalgamation for the year ended March 31, 2024:

The turnover of the Demerged Undertaking for the year ended March 31, 2024 was Rs. 40.34 Crores on a consolidated basis, representing 20.61% of the total consolidated turnover of the Company for the same period.

Regulatory Milestones and Pending Approvals

The RBI's in-principle approval marks a key regulatory milestone in the implementation of the Scheme. However, the Scheme remains subject to additional statutory and regulatory approvals before it can be fully implemented. The pending approvals include sanction from the Hon'ble National Company Law Tribunal (NCLT), approval from shareholders and creditors, and any other applicable authority approvals as may be required. The equity shares of the Resulting Company, NFL 2, are proposed to be listed on BSE upon the Scheme becoming effective. Niyogin Fintech has stated that it will continue to keep the stock exchanges informed of any further developments in compliance with applicable regulations, and all relevant information is available on the company's website at www.niyogin.com .

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.