Niyogin Fintech Ltd

Dematerialisation status

• Dematerialisation requests processed and confirmed to depositories; securities listed on exchanges.
• Certificates for dematerialisation mutilated and cancelled after verification; depository's name substituted as registered owner within timelines.

Purpose

• Court-convened to obtain approval of the Composite Scheme of Arrangement and Amalgamation.
• Involves Niyogin Fintech Ltd, Niyogin Finserv Ltd, and iServeU Technology Pvt Ltd.

Key resolutions

• Approve the Composite Scheme of Arrangement and Amalgamation among the three entities.

Voting status

• Voting to approve will occur via remote e-voting and VC on Oct 30, 2026.
• Outcome pending, subject to NCLT sanction and applicable approvals.

Impact on shareholders/creditors

• Scheme involves structural reorganization; details on terms to be disclosed in Explanatory Statement.

Next steps

• Final sanction and regulatory approvals required; meetings scheduled Oct 30, 2026.

CFO Resignation

• Abhishek Thakkar resigns as President & CFO effective close of business Sep 25, 2026.
• Reason: to pursue new opportunities aligning with long-term career goals.

AGM Details

• Date and mode: 23 Sep 2026, 4:30 PM IST, via VC/OAVM.
• Record date for voting: 16 Sep 2026.
• Remote e-voting period: 19–22 Sep 2026.
• Attendees via VC/OAVM: 48.
• Five resolutions were placed for approval.

Key Resolutions

• Ordinary: Adopt standalone financial statements for year ended March 31, 2026.
• Ordinary: Adopt consolidated financial statements for year ended March 31, 2026.
• Ordinary: Re-appointment by rotation of director.
• Ordinary: Re-appointment of statutory auditors for five-year term.
• Special: Approve sale/transfer of stake in material subsidiary.

Voting Results

• Resolution 1 passed; 44 valid votes, 43 in favor, 1 against.
• Resolution 2 passed; 44 valid votes, 43 in favor, 1 against.
• Resolution 3 passed; 44 valid votes, 43 in favor, 1 against.
• Resolution 4 passed; 44 valid votes, 43 in favor, 1 against.
• Resolution 5 passed; 36 valid votes, majority in favor; some dissent and substantial invalid votes.

Dividend

• No dividend proposed or declared.

Director Changes

• Rotation-based re-appointment of director.

Auditor Appointments

• Statutory auditors re-appointed for five-year term; remuneration not disclosed.

Material Related Party Transactions

• Sale/transfer of stake in material subsidiary approved; counterparty not specified.

Other Material Approvals

• No other material approvals reported.

AGM Details

• Held Sept 23, 2026 at 4:30 PM IST via Video Conference.
• Remote e-voting from Sept 19 to Sept 22; voting available during AGM.

Key Resolutions

• Adoption of standalone financial statements — Ordinary resolution.
• Adoption of consolidated financial statements — Ordinary resolution.
• Appointment of Gaurav Makarand Patankar as director, liable to retire by rotation — Ordinary.
• Re-appointment of Statutory Auditors — Ordinary.
• Special: sale/transfer of stake in Investdirect Capital Services Private Limited, a material subsidiary.

Voting status

• Voting results to be announced within 2 working days post-meeting.

Director changes

• Mr. Gaurav Makarand Patankar appointed as director, liable to retire by rotation.

Auditors

• Re-appointment of Statutory Auditors.

Scheme overview

• Composite scheme of arrangement and amalgamation among a demerged NBFC, resulting NBFC, and amalgamated tech company.
• Three applicants include the demerged company, the resulting company, and the amalgamated company.

Rationale & structure

• Demerged NBFC business to be segregated into the new NBFC entity.
• Remaining business held 51% by Demerged Company through Amalgamated Company.
• Consolidation aims to simplify structure and unlock value.
• NFL to retain 51% in Amalgamated Company post-demerger.
• Issuance of new equity shares to NFL shareholders; cancellation of NFL rights in iServeU.
• Valuation indicates no separate NBFC vs Remaining valuation required.

Approvals & appointed date

• NCLT first motion approved; meetings to be convened.
• BSE no adverse observations; RBI in-principle approval obtained.
• Appointed Date defined as opening hours on 1 April 2026.
• Meetings dispensed for NFL2 and iServeU equity holders.

Financial impact

• Share exchange ratio: one new Resulting Company share per Demerged share.
• Cash considerations are not involved.
• Demerged Company's existing shares in the Resulting Company to be cancelled.
• Remaining Business remains with Demerged Company as 51% stake in Amalgamated Company.

Stakeholder impact

• Equity holders of the Demerged Company receive new shares in the Resulting Company.
• Demerged Company retains 51% in the Amalgamated Company.
• Creditors of NFL and iServeU to approve the scheme via meetings.

Status & next steps

• Order pronounced 11 Sep 2026; order uploaded 22 Sep 2026.
• Meetings for equity holders and creditors scheduled for 30 Oct 2026.
• Certified copy of the order awaited; board resolutions filed.
• Listing status subject to regulatory approvals; no adverse listing observations flagged.

Niyogin Fintech Limited: Trading window closes from Oct 01, 2026 till 48 hours after the declaration of unaudited standalone and consolidated financial results for the quarter and half year ended Sep 30, 2026

Partnership details

• Non-binding strategic partnership to extend credit facilities and portfolio buyouts.
• Up to Rs 500 crores to be deployed over 36 months.
• Partnership aims to scale embedded lending across India's MSMEs.
• Subject to mutual agreement, regulatory approvals, and definitive agreements.
• Niyogin's technology-led platform underpins the arrangement.
• Sammaan Capital provides balance-sheet depth and portfolio buyout capacity.
• The plan is subject to regulatory approvals and definitive documents.
• This collaboration reinforces Niyogin’s embedded credit network across banks, NBFCs, and fintechs.