SG Finserve Limited announced that its board of directors has approved modifications to the terms and conditions of existing Non-Convertible Debentures (NCDs) during a meeting held on February 16, 2026. The changes affect the company's Listed, Rated, Secured, Redeemable NCDs bearing ISIN INE618R07012.

Key Modifications to NCD Terms

The board approved several significant changes to the existing debenture structure. The modifications primarily focus on call option provisions and notification requirements.

Enhanced Call Option Framework

Under the proposed variations, the company retains its discretionary right to redeem debentures partially or fully. The call option can now be exercised on April 06, 2026, in addition to the existing schedule of 12 months from the deemed date of allotment and every six months thereafter.

The extended notice period increases from 15 days to 21 days, providing stakeholders with additional time for planning. The notification scope has also been expanded to include debenture holders and stock exchanges alongside the existing requirement to notify the debenture trustee.

Illustrative Cash Flow Structure

The company provided an illustrative cash flow table for potential call option exercise on April 06, 2026:

Regulatory Compliance and Approval Process

The modifications require multiple approvals before implementation. The company must obtain written consent from debenture holders and the debenture trustee, along with prior approval from the stock exchange where the NCDs are listed.

Corresponding amendments will be made to the Debenture Trust Deed and Key Information Document upon receiving necessary approvals. The board meeting, which commenced at 11:00 a.m. and concluded at 11:25 a.m., addressed these changes under Regulation 30 and Regulation 51(2) of SEBI listing regulations.

Next Steps

SG Finserve will now proceed to seek the required consents and approvals from relevant stakeholders. The company has communicated these developments to BSE Limited and National Stock Exchange of India Limited, with Axis Trustee Services Limited serving as the debenture trustee for the NCDs.

SG Finserve Limited has received regulatory approval from the Reserve Bank of India (RBI) for the proposed appointment of Mr. Deepak Kumar as a Director of the Company. The approval was communicated through RBI's letter dated January 28, 2026, marking a significant step in the company's board restructuring process.

Background and Authorization Process

The regulatory approval follows the company's earlier disclosure dated October 13, 2025, when the Board of Directors had authorized the Directors and officials of the Company to submit an application to the RBI. This authorization was specifically for obtaining prior approval for the proposed appointment of Mr. Deepak Kumar, who holds Director Identification Number (DIN) 03056481.

Next Steps and Compliance

With the RBI approval now secured, SG Finserve Limited has indicated that it will proceed with the necessary steps for the formal appointment of Mr. Deepak Kumar. The company has emphasized that the appointment process will be conducted in accordance with applicable regulatory frameworks.

The appointment will be subject to compliance with:

• Companies Act, 2013 provisions
• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Other applicable laws and regulations

Corporate Governance Implications

The RBI approval represents an important milestone in the company's governance structure, particularly given the regulatory oversight requirements for financial services companies. The systematic approach taken by SG Finserve Limited, from board authorization to RBI application and approval, demonstrates adherence to proper corporate governance protocols.

The company has formally communicated this development to both BSE Limited and the National Stock Exchange of India Limited, ensuring transparency with stakeholders and compliance with listing requirements. This regulatory approval paves the way for the completion of the director appointment process in the coming period.