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.

SG Finserve Limited has submitted its quarterly monitoring agency report for the period ended December 31, 2025, to the stock exchanges on January 23, 2026. The report, mandated under Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was prepared by CARE Ratings Limited as the appointed monitoring agency.

Issue Details and Fund Utilization

The monitoring report pertains to the company's preferential issue of warrants convertible into equity shares, with a total issue size of ₹450.00 crores. The issue has an 18-month period from the date of allotment for conversion.

Fund Allocation and Progress

The proceeds from the warrant issue are allocated across two primary objectives. The major portion of ₹440.00 crores is designated for meeting working capital needs, while ₹10.00 crores is earmarked for general corporate purposes.

Compliance and Monitoring Status

CARE Ratings Limited confirmed that all utilization aligns with disclosures in the offer document. The monitoring agency reported no deviations from the objects or purposes for which funds were raised during the quarter ended December 31, 2025.

Key compliance parameters assessed include:

• No material deviations from expenditures disclosed in the offer document
• No changes in means of finance for disclosed objects
• No major deviations observed from previous monitoring reports
• All utilization as per offer document disclosures

Market Price Consideration

The monitoring agency highlighted that the company's share price stood at ₹388.10 at the end of trading on January 19, 2026, which is below the issue price of ₹450.00 per share. This indicates that investors would pay a premium compared to the current market price upon warrant conversion.

Implementation Timeline

The company maintains its timeline for fund utilization, with working capital needs to be completed by April 30, 2027. No delays have been reported in the implementation of stated objects, and the monitoring agency confirmed that the company is progressing as planned.

The report was reviewed and approved by the company's Audit Committee and Board of Directors in their meeting held on January 23, 2026, before submission to the stock exchanges.