Regency Fincorp Limited allotted 350 listed, secured, rated, redeemable Non-Convertible Debentures (NCDs) on a private placement basis on October 1, 2026, aggregating to ₹3,50,00,000, with a coupon rate of 1.00%.

The allotment was approved at a meeting of the Allotment Committee held on October 1, 2026, commencing at 11:00 am and concluding at 11:30 am. The disclosure was made pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Key terms of the NCD issuance

The table below summarises the material terms of the debentures allotted by Regency Fincorp.

Coupon and principal repayment schedule

The NCDs carry a single coupon payment structure, with both interest and principal due on the redemption date. The schedule below reflects the cash flows per debenture of ₹1,00,000 each.

Security and default provisions

The NCDs are secured by all current (excluding receivables given to other lenders on exclusive charge) and fixed assets of the company, both present and future, including but not limited to receivables, intellectual property, and brand.

In the event of a delay in payment of interest or principal for a period of more than three months from the due date, or a default in payment, an additional charge of 2% per annum over and above the coupon rate applies on the default amount. No special rights, interests, or privileges are attached to the instrument.

Regency Fincorp Limited passed all ten resolutions proposed at its 33rd Annual General Meeting (AGM), held on September 29, 2026. The meeting was conducted through Video Conferencing (VC) and Other Audio-Visual Means (OAVM) in compliance with regulatory guidelines.

The voting process utilized remote e-voting and electronic voting during the meeting, facilitated by National Securities Depository Limited (NSDL). Members recorded in the register as of the cut-off date, September 22, 2026, were eligible to vote. The scrutinizer’s report confirmed that all ordinary and special resolutions received the requisite majority support.

Key resolutions approved

The shareholders approved several critical corporate actions, including the adoption of standalone and consolidated financial statements for the fiscal year ended March 31, 2026. The board also ratified the appointment of Vishal Rai Sarin as a director liable to retire by rotation and his subsequent change in designation to Non-Executive Non-Independent Director.

According to disclosures filed with BSE Limited, the Board had initially approved Mr. Sarin’s change in designation from Whole Time Director to Non-Executive Director on September 2, 2026, subject to shareholder approval. Mr. Sarin brings expertise in Business Banking and Wealth Management to the board. He is not related to any other director as defined under the Companies Act, 2013.

Remuneration matters were also addressed, with approval granted for fixing the remuneration of Managing Director Gaurav Kumar and increasing the remuneration of Whole-Time Director Sarfaraz Mallick. Additionally, the board sought and secured approval for increasing the remuneration of Chief Operating Officer Neha Abrol.

Financial and borrowing limits

A significant portion of the agenda focused on financial flexibility. Shareholders approved a special resolution to revise the company's borrowing limits. This was accompanied by another special resolution to increase the limits for issuing non-convertible debentures and commercial papers on a private placement basis to both resident and non-resident entities.

Furthermore, members approved the revision of terms in loan agreements with various entities, signaling potential restructuring or renegotiation of existing debt obligations.

Voting details

The scrutinizer, Devender Singh of M/s Devender Singh & Associates, reported that votes were unblocked on September 29, 2026, at 1:17 pm. The following table summarizes the voting outcomes for key items:

The report noted that 38 members were present in person at the meeting. All relevant records remain in the custody of the scrutinizer until the minutes are signed by the Chairperson.

Meeting proceedings and attendance

The AGM commenced at 12:30 pm and concluded at 1:17 pm, inclusive of 15 minutes allocated for e-voting during the session. Mr. Gaurav Kumar was elected as the Chairperson for the meeting by the Board of Directors after nominations by Mr. Sarfaraz Mallick and Mr. Sachin Garg.

Directors attending via Video Conferencing included Managing Director Gaurav Kumar, Whole Time Director and CFO Sarfaraz Mallick, Non-Executive Independent Director Sachin Garg, and Non-Executive Independent Director Sanjay Mittal. Company Secretary and Compliance Officer Abhimanyu, Secretarial Auditor Shailendra Kumar Roy, Statutory Auditor representative Sourav Garg, and Scrutinizer Devender Singh also attended.

The Company Secretary informed members that the Notice dated September 2, 2026, was sent electronically. Remote e-voting commenced on September 26, 2026, at 9:00 am and ended on September 28, 2026, at 5:00 pm. Eight shareholders registered as speakers, but only two attended; neither raised any queries during the meeting.

Scrutinizer's report highlights

The formal submission to BSE Limited included the detailed scrutinizer's report pursuant to Section 108 of the Companies Act, 2013. The report verified that remote e-voting commenced on September 26, 2026, and ended on September 28, 2026. Votes cast through remote e-voting and e-voting during the AGM were unblocked in the presence of two witnesses, Ms. Simarpreet Kaur and Mr. Krish Ahuja.

The report confirmed that all resolutions passed with the requisite majority as defined under the Companies Act, 2013. No invalid votes were reported across any category, including promoters, public institutions, or public non-institutions.