Regency Fincorp Limited's board of directors convened on February 17, 2026, approving significant corporate actions including a substantial debenture issuance and key directorial changes. The meeting, conducted through video conferencing from 4:30 PM to 7:00 PM, addressed multiple strategic initiatives as part of the company's ongoing business operations.

Debenture Issuance Approval

The board approved the issuance of 7500 units of secured, rated, listed non-convertible debentures (NCDs) aggregating ₹75,00,00,000 through private placement in one or more tranches. The structured approach includes a first tranche of 5000 units worth ₹50,00,00,000, comprising both base issue and green shoe option components.

The debentures will carry an interest rate of 14.00% per annum with monthly payment schedules. The instruments feature a tenure of 12 months and 5 days from the allotment date, with redemption scheduled at maturity. The company has established a security cover ratio of 1.25 times the outstanding debenture amounts, with at least 125% coverage from principal receivables.

Service Provider Appointments

The board appointed key service providers to facilitate the debenture issuance process. Infomerics Valuation and Rating Limited will serve as the credit rating agency for the entire ₹75 crore debenture program. Additionally, Catalyst Trusteeship Limited has been designated as the debenture trustee for the secured NCDs, ensuring proper oversight and investor protection.

Director Changes and Governance Updates

Significant changes occurred in the company's board composition during the meeting. The board noted the resignation of Kamal Kumar (DIN: 03050458) from his position as Non-Executive Independent Director, effective from the closure of business hours on February 11, 2026.

Sunil Jindal's directorship ceased due to disqualification under Section 167(1)(b) of the Companies Act, 2013, having remained absent from all board meetings during a twelve-month period. The company reported that Jindal last attended a board meeting on December 28, 2024, and subsequently missed approximately 21 board meetings without seeking leave of absence.

New Director Appointment

The board appointed Sachin Garg (DIN: 09094753) as Additional Director in the capacity of Non-Executive Independent Director, based on recommendations from the Nomination and Remuneration Committee. Dr. Garg brings substantial expertise to the board with over 18 years of experience in banking and financial services.

His professional background encompasses:

• Retail banking and wealth management
• Mortgage advisory and structured lending
• Financial planning and portfolio advisory
• Investment advisory services with NISM Series XA and XB certifications
• Registered Investment Advisor (RIA) qualifications

Dr. Garg holds a Doctorate in Marketing and Finance and maintains Certified Financial Professional credentials, combining academic excellence with practical industry experience. His appointment strengthens the board's financial services expertise and independent oversight capabilities.

Regulatory Compliance and Disclosure

All decisions were made in compliance with Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The company provided comprehensive disclosures regarding the debenture issuance terms, including listing plans on BSE Limited and detailed payment schedules. The structured approach ensures transparency and regulatory adherence throughout the capital raising process.

Regency Fincorp Limited has announced the resignation of its Independent Director Mr. Kamal Kumar, effective from the closure of business hours on February 11, 2026. The company informed BSE Limited about this corporate governance change on February 12, 2026, in compliance with regulatory requirements.

Director Resignation Details

The resignation was formalized through proper regulatory channels with comprehensive documentation provided to the stock exchange.

Reason for Departure

In his resignation letter dated February 11, 2026, Mr. Kumar provided a candid explanation for his decision to step down. He stated that he was resigning due to his "zero contribution to company's progress for last some years." The director confirmed that there were no other material reasons beyond those disclosed in his resignation letter.

Regulatory Compliance

Regency Fincorp Limited has fulfilled all disclosure requirements under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company provided detailed information as mandated by Clause 7 of Para A, Part A of Schedule-III of SEBI Listing Regulations.

Director's Background

Mr. Kamal Kumar held the position of Independent Director at Regency Fincorp Limited but maintained no directorships in other listed entities. Apart from his role at Regency Fincorp Limited, he was not a member of any other board committees. His resignation letter expressed gratitude to the Board of Directors and management team for their cooperation and support during his tenure.

Next Steps

The resigning director has requested the company to take specific procedural actions including noting his resignation in the next Board Meeting and filing necessary forms with the Registrar of Companies. The company secretary and compliance officer, Abhimanyu, has processed the resignation documentation and communicated the change to BSE Limited as required under listing regulations.