Regency Fincorp Limited announced the outcomes of its Board meeting held on March 25, 2026, which concluded at 07:00 P.M. The meeting addressed several key corporate governance matters including director appointments, resignations, and a significant fundraising initiative through Non-Convertible Debentures, as disclosed under Regulation 30 of SEBI Listing Regulations.

Board Composition Changes

The Board approved the appointment of Mr. Sanjay Mittal (DIN: 11548754) as Additional Director in the capacity of Non-Executive Independent Director. Dr. Mittal brings nearly three decades of extensive experience in banking and financial services, having held senior leadership positions with reputed institutions including Bank of Punjab Limited, IndusInd Bank, and ICICI Bank.

Dr. Mittal's professional background spans credit appraisal, risk assessment, structured finance, portfolio management, regulatory compliance, and strategic banking operations across his roles as Senior Manager, Chief Manager, and Assistant General Manager. He shall hold office up to the date of ensuing general meeting of the company in compliance with Section 161 of Companies Act, 2013.

Director Resignation

Simultaneously, the Board accepted the resignation of Ms. Saloni Shrivastav (DIN: 07746707) from her position as Non-Executive Independent Director, effective from the closure of business hours on March 25, 2026. Ms. Shrivastav cited pre-occupations and other assignments as reasons for her resignation, confirming no other material reasons beyond those mentioned.

NCD Issuance Approval

The Board approved the issuance of Unsecured/Secured Listed/Unlisted Redeemable Non-Convertible Debentures for an aggregate value of up to INR 500,00,00,000 (Indian Rupees Five Hundred Crores Only) on a private placement basis. This fundraising initiative is planned for financial year 2026-27 and will be executed in one or more tranches, subject to member approval in the upcoming extraordinary general meeting.

Articles of Association Amendment

The Board also approved alterations to the company's Articles of Association pursuant to Sections 5, 14, and 161(3) of the Companies Act, 2013, along with SEBI regulations. The amendments include provisions for appointing nominee directors on the Board, specifically related to debenture trustee nominations under SEBI (Debenture Trustees) Regulations, 1993.

The new Article 66A outlines circumstances under which a debenture trustee may nominate a director, including two consecutive defaults in interest payments to debenture holders, default in security creation for debentures, default in debenture redemption, and other events specified in the Debenture Trust Deed.

Upcoming Shareholder Meeting

Regency Fincorp has scheduled its First Extra-Ordinary General Meeting for financial year 2026-27 on Wednesday, April 22, 2026, at 12:00 P.M. The meeting will be conducted through Video Conferencing/Other Audio-Visual Means to seek shareholder approval for the proposed NCD issuance and Articles of Association amendments.

Regency Fincorp Limited has successfully completed the allotment of 25,000 non-convertible debentures (NCDs) worth ₹25 crores through private placement. The Board of Directors approved this allotment during their meeting held on March 23, 2026, concluding at 1:45 PM.

Board Meeting Outcome and Regulatory Compliance

Pursuant to Regulation 30 read with Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has formally communicated the board meeting outcome to BSE Limited. The board considered and approved the allotment of 25,000 fourteen percent Listed, Secured, Rated, Redeemable Non-Convertible Debentures through private placement.

Terms and Features

The NCDs are structured as 14% Listed, Secured, Rated, Redeemable Non-Convertible Debentures issued through private placement to identified investors. These securities will be listed on BSE Limited, providing liquidity options for the investor.

Payment Schedule Structure

The debentures feature a structured payment mechanism with both interest and principal payments scheduled quarterly. The payment schedule includes five coupon payments and five principal payments spread across the 15-month tenor.

Coupon Payment Schedule

Principal Repayment Schedule

The principal amount will be repaid in five equal installments of ₹5 crores each, aligned with the coupon payment dates from June 23, 2026, through June 23, 2027.

Security and Risk Management

The NCDs are secured with a comprehensive security cover of 1.25 times the amounts outstanding under the debentures. This security cover includes interest, default interest, trustee remuneration, charges, fees, expenses, and other applicable charges. At least 125% of the security cover comprises principal receivables, providing additional protection to the investor.

In case of payment defaults, the company will be liable to pay a penalty of 5% per month over the applicable coupon rate on the outstanding principal amount for the period of default. No cure period is applicable for payment defaults, ensuring strict adherence to payment schedules.

Management Authorization

The allotment was formally authorized by Gaurav Kumar, Managing Director (DIN: 06717452), who digitally signed the board meeting outcome communication. The disclosure was made in compliance with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.