Regency Fincorp Ltd

Issuance details

• Type: Secured, rated, listed, non-convertible debentures (NCDs).
• Issuance type: private placement.
• Total: 45,000 NCDs aggregating ₹45 crore; base 15,000, green shoe 30,000.
• Listing: proposed on BSE Limited.
• Tenure: 36 months from deemed allotment; maturity: 36 months from allotment.
• Coupon: 13% per annum, payable monthly.
• Principal repayment: 25% at 24th month, 25% at 30th month, 50% at 36th month.
• Security: 1.35x security cover; 50% secured, 50% unsecured receivables.
• Delay: 3% p.a. over coupon on default.

Key appointments

• Trustee appointment: Catalyst Trusteeship Limited.
• Merchant banker appointment: Horizon Management Pvt Ltd.

Appointment as Director

• Appointment of Vishal Rai Sarin as Director liable to retire by rotation.

Designation change

• Designation changed from Whole Time Director to Non-Executive Director.

Approvals and terms

• Board approved change on 2 September 2026; AGM approved on 29 September 2026.
• Term: liable to retire by rotation.

Profile and independence

• Profile: expertise in business banking and wealth management.
• Not related to any other director.
• Not debarred by SEBI or other authorities.

Meeting Details

• Board meeting scheduled for 5 October 2026; time and venue not disclosed.

Key Agenda Items

• Issuance of Listed, Rated, Secured, Redeemable Non-Convertible Debentures on a private placement.
• Appointment of Debenture Trustee for the proposed NCD issue.

Other Notes

AGM Details

• AGM date and time: 29 September 2026, 12:30 PM to 1:17 PM
• Mode: VC/OAVM (Video Conferencing/Other Audio-Visual Means)
• Record date: 22 September 2026
• Last date for postal ballot receipt: 29 September 2026

Key Resolutions

• Adopt standalone financial statements and reports
• Adopt consolidated financial statements and reports
• Appoint Vishal Rai Sarin as director liable to retire by rotation
• Fix remuneration payable to Mr. Gaurav Kumar as Managing Director
• Increase remuneration of Mr. Sarfaraz Mallick, Whole-Time Director
• Change designation of Vishal Rai Sarin to Non-Executive Non-Independent Director
• Approve increase in remuneration of Mrs. Neha Abrol, COO
• Revise borrowing limits of the company
• Revise limits to issue non-convertible debentures/placements
• Revise terms of loan with various entities

Voting Results

• Resolution 1: Passed with requisite majority; all in favour
• Resolution 2: Passed with requisite majority; all in favour
• Resolution 3: Passed with requisite majority; all in favour
• Resolution 4: Passed with requisite majority; all in favour
• Resolution 5: Passed with requisite majority; all in favour
• Resolution 6: Passed with requisite majority; all in favour
• Resolution 7: Passed with requisite majority; all in favour
• Resolution 8: Passed with requisite majority; all in favour
• Resolution 9: Passed with requisite majority; all in favour
• Resolution 10: Passed with requisite majority; all in favour

Dividend

• Dividend not proposed or declared

Director Changes

• Appointment of Vishal Rai Sarin as director liable to retire by rotation
• Designation changed to Non-Executive Non-Independent Director

Auditors

• No change in statutory/secretarial/cost auditors announced

Material Related Party Transactions

• No material related party transactions approved

Other Material Approvals

• Borrowing limits revised
• Debentures/private-placements limits revised
• Terms of loans with various entities revised

AGM details

• 33rd AGM held on 29 September 2026 via VC/OAVM.
• Meeting time 12:30 PM to 1:17 PM, including 15 minutes for e-voting.
• Remote e-voting conducted from 26 to 28 September 2026.

Resolutions put to vote

• Resolution 1 (Ordinary): Adoption of standalone financial statements and reports.
• Resolution 2 (Ordinary): Adoption of consolidated financial statements and reports.
• Resolution 3 (Ordinary): Vishal Rai Sarin appointed as director liable to retire by rotation.
• Resolution 4 (Ordinary): Increase remuneration for Gaurav Kumar as Managing Director.
• Resolution 5 (Ordinary): Increase remuneration for Sarfaraz Mallick, Whole-Time Director.
• Resolution 6 (Ordinary): Change designation of Vishal Rai Sarin to Non-Executive Non-Independent Director.
• Resolution 7 (Ordinary): Increase remuneration of Neha Abrol, COO.
• Resolution 8 (Special): Revision in borrowing limits.
• Resolution 9 (Special): Revision in limits to issue NCDs/CPs on private placement.
• Resolution 10 (Special): Revision in terms of loan agreements with various entities.

Voting results

• Voting results to be announced within two working days.
• Scrutinizer’s report to be intimated to stock exchanges and posted on company site.

Directors & management notes

• Directors present included MD, CFO, and two independent directors.
• Remuneration approvals granted for MD, WTD, and COO.

Other meeting details

• 38 members attended; 2 speakers; no queries raised.
• Scrutinizer appointed for AGM proceedings.

AGM Details

• Date/time/mode: 29 Sept 2026, 12:30 PM, via VC/OAVM.
• Cut-off for voting: 22 Sept 2026.

Resolutions & Outcomes

• Ordinary: Adoption of Standalone Financial Statements; passed.
• Ordinary: Adoption of Consolidated Financial Statements; passed.
• Ordinary: Vishal Rai Sarin appointed director by rotation; passed.
• Ordinary: Remuneration fixed for Gaurav Kumar as MD; passed.
• Ordinary: Remuneration increased for Sarfaraz Mallick; passed.
• Ordinary: Vishal Rai Sarin redesignated as Non-Executive Director; passed.
• Ordinary: Remuneration increased for Neha Abrol, COO; passed.
• Special: Borrowing limits revised; passed.
• Special: Limits for debentures/CP issuance revised; passed.
• Special: Revision of loan terms with various entities; passed.

Dividend & Governance

• Dividend: No dividend proposed or approved.
• Voting pattern: All resolutions passed with overwhelming support.

Listing approval

• BSE approved listing of privately placed NCDs on Debt Market Segment per Notice 20260924-28 dated 24 Sep 2026.

Regency Fincorp Limited: Trading Window Closed from 01 October 2026 till end of 48 hours from the declaration of Un-Audited Financial Results for the quarter and half year ending on 30 September 2026.

Issuance details

• Instrument: Secured, rated, listed, non-convertible debentures (NCDs)
• Issuance: Private placement
• Total: 350 units; face value INR 100,000; aggregate INR 3.5 crore
• Proposed listing: BSE Limited
• Tenure: 18 months from allotment; maturity: 18 months from allotment
• Coupon: 1.00% per annum; payable at maturity
• Security: First ranking pari-passu charge over all assets
• Default: 2% per month on overdue amounts
• Allottees: not disclosed
• Issue price: not disclosed
• Convertibility: non-convertible; no conversion terms
• Special rights: None

Administration

• Trustee: Catalyst Trusteeship Limited
• Allotment: after bidding closes via Electronic Book Provider (EBP)

NCD Allotment Details

• Allotment of 50,000 12% listed, secured NCDs on private placement aggregating INR 50 crore.
• Face value INR 10,000 per debenture; total INR 50 crore.
• Allottees: MAS Financial Services Limited; Best Capital Services Limited; MUFIN Green Finance Limited.
• Date of allotment: 22 September 2026; maturity: 22 December 2027; coupon rate: 12%.
• Listing: Yes, on BSE Limited.
• Tenor: 15 months.
• Redemption: Bullet repayment on 22 December 2027.
• Security: NCDs secured at 1.25x asset cover.
• Asset composition: at least 75% secured MSME loan receivables and 25% CashMySalary digital loan receivables.
• Coupon schedule: First coupon due 22-10-2026; subsequent coupons per schedule.