SG Finserv has issued a comprehensive postal ballot notice dated December 18, 2025, seeking shareholder approval for three critical corporate governance resolutions through electronic voting.

Director Re-appointments

The company proposes to re-appoint two seasoned banking professionals as Non-Executive Independent Directors for extended terms.

Mr. Dukhabandhu Rath Re-appointment

Mr. Rath joined SBI in 1984 as a Probationary Officer and has managed diverse roles across Corporate Office, Independent Circles, Regional Offices, and operational assignments both in India and abroad. His qualifications include CAIIB and B.A.(HONS), with expertise in Banking, Cost Management, Strategic planning, Corporate Governance, Industrial Relationship Management, and CSR.

Mr. H.S.U. Kamath Re-appointment

Mr. Kamath brings over four decades of meritorious service in the Indian Banking Industry. He joined Union Bank of India in 1973 as a Probationary Officer and served as Branch Manager for 12 years before taking on senior roles across three other Public Sector Banks. His qualifications include CAIIB and B.Com, with expertise in Banking, MSME Loan, Retail Banking, Recovery and Legal, Operations, Risk Management, International Operations, Treasury, and Credit Monitoring.

Related Party Transaction Approval

The third resolution seeks approval for material related party transactions with SGupta Holding Private Limited.

The proposed transactions relate to raising debt for financing the company's onward lending activities. All transactions will be conducted on an arm's length basis and in the ordinary course of business. The value represents 15.81% of the company's annual standalone turnover for the immediately preceding financial year.

Voting Process and Timeline

SG Finserv has engaged Central Depository Services (India) Limited (CDSL) to provide remote e-voting facilities to shareholders.

In compliance with MCA circulars, the company is sending the notice only in electronic form to members whose email addresses are registered with the Company/Registrar and Transfer Agent/Depositories. Physical copies of the postal ballot form will not be distributed.

Corporate Governance Compliance

The resolutions comply with various regulatory requirements including Sections 149, 150, and 152 of the Companies Act, 2013, SEBI Listing Regulations, and Secretarial Standards. Both independent directors have submitted declarations confirming their independence criteria and eligibility for re-appointment.

The Board of Directors, based on performance evaluation and recommendations from the Nomination and Remuneration Committee, believes that the knowledge, expertise, and experience of both directors will be of immense value to the company's continued growth and governance.

SG Finserve Limited has received regulatory approval from the Reserve Bank of India (RBI) to commence its factoring business operations. The company made this disclosure through an official filing under Regulation 30 of SEBI Listing Regulations on December 17, 2025.

Official RBI Approval

The RBI approved SG Finserve's application for undertaking factoring business in accordance with the applicable provisions of the Factoring Regulation Act, 2011 and directions issued thereunder. The approval was granted on December 17, 2025, marking a significant milestone for the financial services company.

Conditional Approval Framework

The RBI has indicated that the approval is subject to certain additional conditions, which will be communicated to the company separately in due course. SG Finserve has committed to comply with all conditions as and when communicated by the RBI and will take necessary steps to operationalize the factoring business in accordance with the applicable regulatory framework.

Business Impact and Expansion

This approval enables SG Finserve to commence and carry on factoring business, subject to compliance with additional conditions that will be communicated by the RBI. The factoring business represents a strategic diversification of the company's service offerings beyond its existing financial services portfolio.

Regulatory Compliance

The company has made this disclosure pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. SG Finserve has indicated that further disclosures, if any, required under the SEBI Listing Regulations will be made as and when necessary.

This regulatory approval positions SG Finserve to tap into the growing demand for alternative financing solutions among small and medium enterprises and corporate clients seeking flexible working capital management options.