SG Finserv has received comprehensive credit rating reaffirmations from ICRA Limited across multiple financial instruments, as communicated to stock exchanges. The rating actions cover various debt instruments and banking facilities totaling over ₹1,000.00 crores, reflecting the company's creditworthiness and financial stability.

Credit Rating Summary

ICRA has taken rating actions across six different categories of financial instruments for SG Finserv:

Bank Facility Details

The ₹650.00 crore long-term fund-based and non-fund based bank facilities are distributed across seven major financial institutions:

Credit Enhancement Structure

The ratings carry Credit Enhancement (CE) designation, indicating they are specific to the rated issues, their terms, and structure. The CE ratings are based on corporate guarantees provided by SGupta Holding Private Limited for the proposed facilities. ICRA clarifies that CE ratings do not represent the agency's opinion on the general credit quality of the issuers concerned.

Rating Validity and Conditions

For the commercial paper facility of ₹200.00 crores, ICRA has specified that if the instrument is not issued within three months from the rating date, the rating would need revalidation before issuance. Once issued, the rating remains valid throughout the program's life, with a maximum maturity of twelve months from the issuance date.

The provisional ratings assigned to proposed facilities totaling ₹450.00 crores remain subject to fulfillment of all structural conditions and review of final documentation. These provisional ratings can remain valid for a maximum of one year from assignment and will be converted to final ratings upon completion of pending actions in line with ICRA's expectations.

Regulatory Compliance

The rating communication aligns with a SEBI Circular which encourages issuers to utilize penny-drop verification services provided by banks. This measure is intended to prevent payment failures when disbursing principal and interest to investors or debenture holders, ensuring successful remittance and avoiding transaction failures.

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.