On 29th March 2025, Regency Fincorp Limited held a Board meeting through video conferencing, which concluded at 3:00 P.M. The meeting included several key decisions and approvals that will be presented to shareholders at the forthcoming Extra-Ordinary General Meeting (EoGM). Among the key outcomes were the resignation of the Chief Financial Officer (CFO), the appointment of Mr. Sarfaraz Mallick as the new Executive Director and CFO, and the approval of Non-Convertible Debenture (NCD) issuance. These developments have been disclosed in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. CFO Resignation

The Board noted the resignation of Mr. Bilal Ahmed from the position of CFO, effective from close of business on 28th March 2025. Mr. Ahmed's resignation was due to personal family reasons, and there was no other material reason behind his decision. His resignation has been formally acknowledged by the company, and the relevant disclosure documents have been provided under Annexure I, including the copy of his resignation letter.

2. Sarfaraz Mallick's Appointment

In another significant move, the Board approved the change in designation of Mr. Sarfaraz Mallick from Non-Executive Non-Independent Director to Executive Director, effective from 29th March 2025. This decision is subject to approval by shareholders at the ensuing General Meeting. Mr. Mallick, with over 20 years of experience in banking and finance, particularly in his role as Vice President at Kotak Mahindra Bank, will bring valuable expertise to the company’s operations. Additionally, Mr. Mallick has been appointed as the new CFO of the company, with his appointment effective from 29th March 2025. The details of Mr. Mallick's appointment and his professional profile are outlined in Annexure III and Annexure IV of the Board disclosure.

3. Non-Convertible Debenture Issuance

The **Board approved the issuance of Unsecured/Secured Redeemable Non-Convertible Debentures (NCDs) for an aggregate value of up to INR 200 Crores through a private placement. This issuance will occur in one or more tranches during the financial year 2025-26, subject to shareholder approval at the ensuing General Meeting. This approval marks a significant step towards raising capital to fund the company’s growth initiatives.

4. Revision in Loan Terms

Additionally, the Board discussed revisions in the terms of loans received by the company, with a proposal for the conversion of these loans into equity shares, which will be put forth for approval at the General Meeting.

5. Extra-Ordinary General Meeting (EoGM)

The Notice of the First Extra-Ordinary General Meeting for the financial year 2025-26 has been scheduled for Thursday, 24th April 2025 at 12:30 P.M., to be held via Video Conferencing/Other Audio-Visual Means (VC/OAVM). The EoGM will cover key resolutions, including the approval of the NCD issuance, Sarfaraz Mallick's appointment, and other corporate governance matters. The cut-off date for E-voting has been fixed as Thursday, 17th April 2025, and E-voting will start on 21st April 2025.

6. Appointment of Scrutinizer

The Board appointed Mr. Shailendra Kumar Roy, a Practicing Company Secretary, as the Scrutinizer for the remote e-voting process for the EoGM. Mr. Roy will ensure that the voting process adheres to the highest standards of transparency and compliance.

Conclusion

The decisions taken in the Board meeting reflect Regency Fincorp's commitment to enhancing its corporate governance structure and ensuring that its operations align with shareholder interests. The resignation of Mr. Bilal Ahmed, the promotion of Mr. Sarfaraz Mallick, and the approval for NCD issuance all point toward the company's ongoing efforts to drive growth and stability in the coming years. Shareholders are encouraged to participate in the EoGM to vote on these resolutions. The company continues to focus on maintaining strong financial and operational health, with these changes further positioning it for future success.

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