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 the Certificate of Registration 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 January 07, 2026.

Certificate of Registration Granted

Following the initial RBI approval received on December 17, 2025, the RBI has now issued the Certificate of Registration to SG Finserve on January 07, 2026, for undertaking factoring business in accordance with the provisions of the Factoring Regulation Act, 2011 and directions issued thereunder. This represents the completion of the regulatory approval process that began in December.

Specific Conditions and Timeline

The Certificate of Registration has been granted subject to two specific conditions that the company must fulfill. The first condition requires SG Finserve to commence the factoring business within 6 months from the date of grant of Certificate of Registration. The second condition mandates that the company amend the main clauses of its Memorandum of Association to include specific clauses related to factoring business within 3 months of issuance of the Certificate of Registration and prior to starting the factoring business.

Regulatory Compliance Framework

SG Finserve has committed to comply with the aforementioned conditions and take necessary steps to operationalize the factoring business in accordance with the applicable regulatory framework. The company has made this disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RBI Disclaimer and Risk Disclosure

As mandated by RBI regulations, the company has included a specific disclaimer stating that while SG Finserve holds a valid Certificate of Registration dated January 07, 2026, issued by the Reserve Bank of India under Section 3 of the Factoring Regulation Act, 2011, the RBI does not accept responsibility or guarantee regarding the company's financial soundness or for repayment of deposits or discharge of liabilities.

This regulatory milestone positions SG Finserve to enter the factoring business segment, representing a strategic expansion of the company's financial services portfolio beyond its existing operations.