Regency Fincorp Ltd Directors Report

DIRECTORS REPORT

The Members,

Regency Fincorp Limited

Your directors present hereunder the 33^rd Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended 31^st March, 2026. The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY STANDALONE AND CONSOLIDATED BASIS

Particulars	Standalone		Consolidated
	(Amt. in Lacs.)		(Amt. in Lacs.)
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	3,446.04	1995.56	3,446.04	NA
Other Income	559.10	170.87	559.10	NA
Total Income	4,005.14	2166.43	4,005.14	NA
Less: Expenditure	1,066.98	623.10	1,066.98	NA
Earnings before interest, tax, depreciation and amortization	2,938.16	1543.33	2,938.16	NA
(EBITDA)
Less: Finance Cost	1,028.36	800.95	1,028.36	NA
Depreciation	87.01	73.04	87.01
Extra Ordinary Items		-
Profit Before Tax	1,822.79	669.34	1,822.79	NA
Less: Provision For Taxation				NA
-Current Tax	492.67	170.90	492.67
-Deferred Tax Liability	-11.56	0.87	-11.56
Profit After Tax	1,341.68	497.57	1,341.68	NA
Earnings per share				NA
Basic	1.67	0.78	1.67
Diluted	1.47	0.78	1.47

2. FINANCIAL HIGHLIGHTS & OPERATIONS/STATE OF COMPANYS AFFAIRS

The Key highlights pertaining to the business of the company for the year 2025-26 and period subsequent there to have been given hereunder:

Your directors are pleased to report that for the year under review, your Company has been able to achieve a net turnover of Rs. 3446.04 Lacs in the year 2025-26 as compared to Rs. 1995.56 Lacs in the previous year.

The Company has earned a net profit of Rs. 1,341.68 Lacs as compared to Rs. 497.57 Lacs in the previous year.

The Board believes that shareholders will find the performance of the company for the financial year 2025-26 to be satisfactory. The Earning per share (EPS) of the company is Rs. 1.67 per share (Basic) and Diluted EPS is Rs. 1.47 per share.

3. CHANGE IN THE NATURE OF THE BUSINESS

During the year under review, the Company altered the Main Objects Clause, i.e., Clause III(A) of the Memorandum of Association ("MOA"), by substituting the existing sub-clause 4 relating to Prepaid Payment Instruments (PPIs) with a new sub-clause 4.

Further, during the year under review, the Company carried out consequential amendments to the Memorandum of Association ("MOA") in compliance with the provisions of the Companies Act, 2013. The nomenclature of Clause III(B) was changed from "Objects Incidental or Ancillary to the Attainment of the Main Objects" to "Matters which are necessary for furtherance of the Objects specified in Clause III(A)". Consequent thereto, the existing sub-clauses 1 to 59 under Clause III(B) were deleted and substituted with a new set of sub-clauses 1 to 33 in accordance with the provisions of the Companies Act, 2013. Further, the existing Clause III(C) of the Memorandum of Association relating to "Other Objects", comprising sub-clauses 1 to 76, was deleted in its entirety pursuant to the provisions of the Companies Act, 2013.

However, these modifications, including the addition and substitution of certain clauses, were carried out to align the Memorandum of Association with the provisions of the Companies Act, 2013, and do not result in any change in the existing nature of the business carried on by the Company.

4. PUBLIC DEPOSITS

During the financial year 2025-26, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and Non-Banking Financial Companies - Acceptance of Public Deposits (Reserve Bank) Directions, 2016 as amended.

5. FUTURE OUTLOOK

Your Company remains focused on strengthening its position in the MSME lending segment through a prudent and sustainable growth strategy. Going forward, the Company will continue to expand its secured MSME loan portfolio, supported by robust risk management practices, operational efficiency, and technology-driven processes. With a strong focus on asset quality and customer-centric lending, the Company is well-positioned to capitalize on emerging opportunities in the MSME credit market and create long-term value for all its stakeholders.

6. APPROPRIATIONS

> DIVIDEND:

In order to conserve the reserves, the management of the Company does not propose to declare any dividend for the financial year ended 31^st March 2026.

> TRANSFER TO RESERVE

As per Section 45-IC of the Reserve Bank of India Act, 1934, the Company created a reserve fund and transferred therein a sum of 20% of its net profit.

Transfer to reserve fund Under Section 45-IC (1) of Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 269.81 Lacs to its Statutory reserve fund.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no other material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report except the following:

1. Allotment of 25000 unit of Listed secured rated Non-Convertible Debentures (Series 1) having face value of Rs. 10,000/- each by way of private placement in its meeting held on 07^th May 2026.

2. Allotment of 1000 unit of Listed secured rated Non-Convertible Debentures (Series 1) having face value of Rs. 1,00,000/- each by way of private placement in its meeting held on 02^nd June, 2026.

3. Allotment of 15000 unit of Listed secured rated Non-Convertible Debentures (Series 1) having face value of Rs. 10,000/- each by way of private placement in its meeting held on 19^th June 2026.

4. Allotment of 58,62,879 Equity Shares pursuant to conversion of Warrants into Equity Shares in its Board meeting held on 21^st May, 2026.

5. Allotment of 28,12,120 Equity Shares pursuant to conversion of Warrants into Equity Shares in Allotment Committee meeting held on 26^th June 2026.

6. Allotment of 40000 unit of Listed secured rated Non-Convertible Debentures (Series 1) having face value of Rs. 10,000/- each by way of private placement in its meeting held on 23^rd July 2026.

7. Allotment of 40000 unit of Listed secured rated Non-Convertible Debentures (Series 1) having face value of Rs. 10,000/- each by way of private placement in its meeting held on 30^th July 2026.

8. Allotment of 30000 unit of Listed secured rated Non-Convertible Debentures (Series 1) having face value of Rs. 10,000/- each by way of private placement in its meeting held on 11^th August 2026.

9. Allotment of 60000 unit of Listed secured rated Non-Convertible Debentures (Series 1) having face value of Rs. 10,000/- each by way of private placement in its meeting held on 19^th August 2026.

10. Allotment of 50000 unit of Listed secured rated Non-Convertible Debentures (Series 1) having face value of Rs. 10,000/- each by way of private placement in its meeting held on 27^th August 2026.

8. LISTING

The Company is listed on BSE Limited and is regularly complying with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the status of the company in Calcutta Stock Exchange is Suspended.

9. DEMATERIALIZATION OF SHARES

The equity shares of the Company are admitted for dematerialization with the depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The ISIN allotted to the equity shares of the Company is INE964R01013.

During the year under review, the Company also issued Secured, Rated, Listed, Redeemable, NonConvertible Debentures ("NCDs"), which were listed on the Debt Segment of BSE Limited. As on the date of this Report, the following ISINs of the Companys listed NCDs are active and listed on the Debt Segment of BSE:

• INE964R07051

• INE964R07069

• INE964R07085

• INE964R07093

• INE964R07101

• INE964R07119

• INE964R07127

• INE964R07135

• NE964R07143

10. CAPITAL STRUCTURE

The Authorized Share Capital as at 31^st March, 2026 stood at Rs. 95,00,00,000/- (Rupees Ninety-Five Crores Only) divided into 95000000 (Nine Crore Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each and the paid-up Equity Share Capital as at March 31,2026 stood at Rs. 80,17,10,710 /- (Rupees Eighty Crores Seventeen Lakhs Ten Thousand Seven-Hundred Ten Only) divided into 8,01,71,071 (Eight Crore One Lakh Seventy-One Thousand Seventy-One) equity shares of Rs. 10/- (Rupees Ten Only) each.

CHANGES IN CAPITAL STRUCTURE Authorized Share Capital:

The Authorized Share Capital as at 31^st March, 2026 stood at Rs. 95,00,00,000/- (Rupees Ninety-Five Crores Only) divided into 95000000 (Nine Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each and during the period under the review there has been no change in authorised share capital of the company.

Paid Up Share Capital

During the financial year, the following changes have taken place:

a. The Board of Directors at their Meeting held on 13^th June, 2025 has allotted 5870150 (Fifty-Eight Lakh Seventy Thousand One Hundred Fifty Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. And the Paid-up Capital of the company was consequently increased from Rs 63,59,45,580/- to Rs. 69,46,47,080/-

b. The Board of Directors at their Meeting held on 17^th October 2025 has allotted 4086162 (Forty-Lakhs Eighty-Six Thousand One Hundred Sixty-Two) Equity Shares of Rs. 10/- (Rupees Ten Only) each. And the Paid up Capital of the company was consequently increased from Rs. 69,46,47,080/- to Rs. 73,55,08,700/-

c. The Board of Directors at their Meeting held on 20^th December, 2025 has allotted 6620201 (Sixty-Six Lakh Twenty Thousand Two Hundred One) Equity Shares of Rs. 10/- (Rupees Ten Only). And the Paid up Capital of the company was consequently increased from Rs 73,55,08,700/- to Rs. 80,17,10,710/-

After the above-mentioned allotments, the companys paid up capital stands at Rs. 80,17,10,710 /- (Rupees Eighty Crores Seventeen Lakhs Ten Thousand Seven Hundred Ten Only) divided into 8,01,71,071 (Eight Crore One Lakh Seventy One Thousand Seventy-One) equity shares of Rs. 10/- (Rupees Ten Only) each.

However, after closure of the financial year, the Company made allotment of equity shares pursuant to the conversion of share warrants . The details of the allotments are as under:

• On 21st May, 2026, the Board allotted 58,62,879 (Fifty-Eight Lakh Sixty-Two Thousand Eight Hundred Seventy-Nine) equity shares of face value of Rs. 10/- (Rupees Ten Only) each upon conversion of an equivalent number of warrants, resulting in an increase in the paid-up equity share capital from Rs. 80,17,10,710/- to Rs. 86,03,39,500/-.

• On 26^th June, 2026, the Board allotted 28,12,120 (Twenty-Eight Lakh Twelve Thousand One Hundred Twenty) equity shares of face value of Rs. 10/- (Rupees Ten Only) each upon conversion of an equivalent number of warrants, consequent to which the paid-up equity share capital further increased from Rs. 86,03,39,500/- to Rs. 88,84,60,700/-.

Accordingly, as on the date of this Boards Report, the paid-up equity share capital of the Company stands at Rs. 88,84,60,700/- (Rupees Eighty-Eight Crores Eighty-Four Lakhs Sixty Thousand Seven Hundred Only) divided into 8,88,46,070 (Eight Crore Eighty-Eight Lakh Forty-Six Thousand Seventy) equity shares of Rs. 10/- (Rupees Ten Only) each.

Further, during the year under review:

• There is no re-classification or sub-division of the authorized share capital;

• There is no reduction of share and buy back of shares; and

• There is no change in voting right.

Debentures

During the financial year, the following changes have taken place:

a. As on report date, the Company successfully issued and allotted Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of Rs. 320,00,00,000/- (Rupees Three Hundred Twenty Crore Only) through the private placement. The NCDs are listed on the Debt Segment of BSE Limited and are secured, with Catalyst Trusteeship Limited acting as the Debenture Trustee. The details of the allotments are as under:

1. Fresh issue: The Company allotted 2,500 Secured, Rated, Listed, Redeemable NonConvertible Debentures having a face value of Rs. 1,00,000/- each, aggregating to Rs. 25.00. 00.000/-, under ISIN: INE964R07051 on 28th January, 2026.

2. Fresh Issue: The Company allotted 25,000 Secured, Rated, Listed, Redeemable NonConvertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 25.00. 00.000/-, under ISIN: INE964R07069 on 23rd March, 2026.

3. Re-issue: The Company re-issued 25,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 25.00. 00.000/-, under ISIN: INE964R07069 on 7th May, 2026.

4. Fresh Issue: The Company allotted 1,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 1,00,000/- each, aggregating to Rs. 10.00. 00.000/-, under ISIN: INE964R07085 on 2nd June, 2026.

5. Fresh Issue: The Company allotted 15,000 Secured, Rated, Listed, Redeemable Non-Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 15.00. 00.000/-, under ISIN INE964R07093 on 19^thJune, 2026.

6. Fresh Issue: The Company allotted 40,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 40.00. 00.000/-, under ISIN INE964R07101 on 23^rd July, 2026.

7. Fresh Issue: The Company allotted 40,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 40.00. 00.000/-, under ISIN INE964R07119 on 30^,hJuly, 2026.

8. Fresh Issue: The Company allotted 30,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 30.00. 00.000/-, under ISIN INE964R07127 on 11^,hAugust, 2026.

9. Fresh Issue: The Company allotted 60,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 60.00. 00.000/-, under ISIN INE964R07135 on 19^,hAugust, 2026.

10. Fresh Issue: The Company allotted 50,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 50.00. 00.000/-, under ISIN INE964R07143 on 27^,hAugust, 2026

Name of the debenture trustees with full contact details:

Name	: Catalyst Trusteeship Limited
Registered Office	: GDA House, First Floor, Plot No. 85 S. No. 94 & 95, Bhusari
	Colony (Right), Kothrud, Pune, Maharashtra - 411038, India
Contact Details	: Tel: +91 (022) 4922 0555
	Email: Compliancectl-Mumbai@ctltrustee.com
Contact Person	: Mr. Umesh Salvi- Managing Director

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2025-26 following changes were made in the Board of Directors of the

Company:

1. The members of the company in the Annual General Meeting held on 03^rd September 2025 have reappointed Mr. Gaurav Kumar (DIN: 06717452) as Managing Director of the company for a period of 3 (Three) years w.e.f. 25th August, 2025.

2. The members of the company in the Annual General Meeting held on 03^rd September 2025 ratified the term of appointment of Mr. Sarfaraz Mallick (DIN: 10255433) as Executive Director of the company for a period of 3 (Three) Years effective from 29th March, 2025 till 28th March, 2028.

3. Mr. Ashish Kamra (DIN: 10753632), Whole-time Director of the Company, tendered his resignation from the office of Whole-time Director with effect from 18th October, 2025

4. Change in designation of Mr. Sarfaraz Mallick from Executive Director to Whole Time Director of the company with effect from 10^th December, 2026.

5. Mr. Kamal Kumar (DIN: 03050458) tendered his resignation from the position of Non-Executive Independent Director of the Company with effect from 12^th February, 2026.

6. Mr. Sunil Jindal (DIN: 02909819) ceased to hold office as an Independent Director of the Company with effect from 17^th February, 2026, pursuant to the provisions of Section 167(1)(b) of the Companies Act, 2013, on account of his absence from all meetings of the Board of Directors for a continuous period of twelve months without obtaining leave of absence..

7. On recommendation received from the Nomination and Remuneration Committee, Mr. Sachin Garg (DIN: 09094753) has been appointed as Additional Director (Independent) of the Company w.e.f. 17^th February 2026. His appointment was subsequently approved by the members at the Extraordinary General Meeting held on 22nd April, 2026.

8. Ms. Saloni Shrivastav (DIN: 07746707) tendered her resignation from the position of Non-Executive Independent Director of the Company with effect from 26^th March, 2026.

9. On recommendation received from the Nomination and Remuneration Committee, Mr. Sanjay Mittal (DIN: 11548754) was appointed as an Additional Director in the capacity of a Non-Executive Independent Director of the Company with effect from 25^th March, 2026. His appointment was subsequently approved by the members at the Extraordinary General Meeting held on 22^nd April, 2026.

During the financial year 2025-26 following changes were made in the Key Managerial Personnel of the Company:

• Mr. Prashant Khera (Mem No. A72928) have tendered his resignation from the position of Company Secretary and Compliance Officer of the company w.e.f. 10th April, 2025

• On recommendation received from the Nomination and Remuneration Committee, Ms. Shifaly Duggal (Mem No. A62298) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. . 23^rd May, 2025.

• Ms. Shifaly Duggal (Mem No. A62298) has tendered her resignation from the position of Company Secretary and Compliance Officer of the company w.e.f. 08^th July 2025.

• On recommendation received from the Nomination and Remuneration Committee, Mr. Abhimanyu (Mem No. A49176) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 17^th September 2025.

• On recommendation received from the Nomination and Remuneration Committee, Mr. Sarfaraz Mallick (DIN: 10255433) was redesignated from Executive Director to Whole-time Director of the Company with effect from 10^th December, 2025.

Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gaurav Kumar (DIN: 06717452), retires by rotation at this 33^rd Annual General Meeting ("AGM") of the Company and, being eligible, offers himself for re-appointment. The Board has recommended his re-appointment.

Key Managerial Personnel of the Company:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this report are Mr. Gaurav Kumar (DIN: 06717452), Managing Director, Mr. Vishal Rai Sarin (DIN: 08758350) Whole Time Director, Mr. Sarfaraz Mallick (DIN: 10255433) Whole time Director and Chief Financial Officer of the Company and Mr. Abhimanyu (M No. A49176) Company Secretary and Compliance Officer.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company provides a gender friendly workplace and has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

The Ratio of the remuneration of each director and key managerial personnel to the median remuneration of the employees of the Company for the financial year 2025-26:

S. No.	Name	Designation	Ratio
1	Mr. Gaurav Kumar	Managing Director	41.96
2	Mr. Vishal Rai Sarin####	Whole time Director	23.08
3	Mr. Ashish Kamra*	Whole time Director	11.80
4	Mr. Sarfaraz Mallick	Whole time Director & CFO	25.17
5	Mr. Kamal Kumar**	Independent Director	Nil
6	Mr. Sunil Jindal***	Independent Director	Nil
7	Ms. Dolly Setia	Independent Director	Nil
8	Ms. Saloni Shrivastav****	Independent Director	Nil
9	Mr. Sachin Garg#	Independent Director	Nil
10	Mr. Sanjay Mittal ##	Independent Director	Nil
11	Mr. Prashant Khera*****	Company Secretary & Compliance Officer	0.17
12	Ms. Shifaly Duggal******	Company Secretary & Compliance Officer	1.11
13	Mr. Abhimanyu ###	Company Secretary & Compliance Officer	4.53

*Mr. Ashish Kamra has resigned from the position of Whole time Director of the Company w.e.f. 18^th October, 2025.

**Mr. Kamal Kumar has resigned from the position of Independent Director of the Company w.e.f. 12^th February, 2026 .

*** Mr. Sunil Jindal ceased to be an Independent Director of the Company with effect from 17^th February, 2026 pursuant to the provisions of Section 167 of the Companies Act, 2013, on account of his failure to attend any meeting of the Board of Directors for a continuous period of one year.

**** Ms. Saloni Shrivastav has resigned from the position of Independent Director of the Company w.e.f. 26^th March, 2026.

#On recommendation received from the Nomination and Remuneration Committee, Mr. Sachin Garg has been appointed as Independent Director of the company w.e.f. 17^th February 2026.

##On recommendation received from the Nomination and Remuneration Committee, Mr. Sanjay Mittal has been appointed as Independent Director of the company w.e.f. 25^th March 2026.

*****Mr. Prashant Khera (Mem No. A72928) tendered his resignation from the position of Company Secretary and Compliance Officer of the company w.e.f. 10th April, 2025.

******On recommendation received from the Nomination and Remuneration Committee, Ms. Shifaly Duggal (Mem No. A62298) has been appointed as Company Secretary and Compliance Officer w.e.f. 23rd May, 2025.

Ms. Shifaly Duggal (Mem No. A62298) tendered her resignation from the position of Company Secretary and Compliance Officer of the company w.e.f. 08^th July 2025.

###On recommendation received from the Nomination and Remuneration Committee, Mr. Abhimanyu (M No: 49176) has been appointed as Company Secretary and Compliance Officer w.e.f. 17^th September, 2025.

####On recommendation received from the Nomination and Remuneration Committee, designation of Mr. Vishal Rai Sarin has been changed from Whole-Time Director to Non-Executive Non-Independent Director w.e.f. 2^nd September, 2026 subject to approval members at 33^rd Annual General Meeting.

Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Director & Company Secretary or Manager in the financial year 2025-26:

S. No.	Name	Designation	% increase
1	Mr. Gaurav Kumar	Managing Director	16.67
2	Mr. Vishal Rai Sarin####	Whole time Director	33.33
3	Mr. Ashish Kamra*	Whole time Director	-
4	Mr. Sarfaraz Mallick	Whole time Director &CFO	Nil
5	Mr. Kamal Kumar**	Independent Director	Nil
6	Mr. Sunil Jindal***	Independent Director	Nil
7	Ms. Dolly Setia	Independent Director	Nil
8	Ms. Saloni Shrivastav****	Independent Director	Nil
9	Mr. Sachin Garg#	Independent Director	Nil
10	Mr. Sanjay Mittal ##	Independent Director	Nil
11	Mr. Prashant Khera*****	Company Secretary & Compliance Officer	Nil
12	Ms. Shifaly Duggal******	Company Secretary & Compliance Officer	Nil
13	Mr. Abhimanyu ###	Company Secretary & Compliance Officer	Nil

*Mr. Ashish Kamra has resigned from the position of Whole time Director of the Company w.e.f. 18^th October, 2025.

**Mr. Kamal Kumar has resigned from the position of Independent Director of the Company w.e.f. 12^th February, 2026.

*** Mr. Sunil Jindal ceased to be an Independent Director of the Company with effect from 17^th February, 2026 pursuant to the provisions of Section 167 of the Companies Act, 2013, on account of his failure to attend any meeting of the Board of Directors for a continuous period of one year.

**** Ms. Saloni Shrivastav has resigned from the position of Independent Director of the Company w.e.f. 26^th March, 2026.

#On recommendation received from the Nomination and Remuneration Committee, Mr. Sachin Garg has been appointed as Independent Director of the company w.e.f. 17^th February 2026.

##On recommendation received from the Nomination and Remuneration Committee, Mr. Sanjay Mittal has been appointed as Independent Director of the company w.e.f. 25^th March 2026.

*****Mr. Prashant Khera (Mem No. A72928) tendered his resignation from the position of Company Secretary and Compliance Officer of the company w.e.f. 10th April, 2025

******On recommendation received from the Nomination and Remuneration Committee, Ms. Shifaly Duggal (Mem No. A62298) has been appointed as Company Secretary and Compliance Officer w.e.f. 23rd May, 2025.

Ms. Shifaly Duggal (Mem No. A62298) tendered her resignation from the position of Company Secretary and Compliance Officer of the company w.e.f. 08^th July 2025.

### On recommendation received from the Nomination and Remuneration Committee, Mr. Abhimanyu (M No: 49176) has been appointed as Company Secretary and Compliance Officer w.e.f. 17^th September, 2025.

####On recommendation received from the Nomination and Remuneration Committee, designation of Mr. Vishal Rai Sarin has been changed from Whole-Time Director to Non-Executive Non-Independent Director w.e.f. 2^nd September, 2026 subject to approval members at 33^rd Annual General Meeting.

• Percentage increase in Median remuneration of employees in financial year 2025-26: NA

• Number of permanent employees on rolls of the Company as on 31st March, 2026: 159

• Average percentile increases already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof: NA

• Average remuneration increase for Non-Managerial Personnel of the Company during the financial year was: NA

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

13. DISCLOSURE OF MEETINGS OF BOARD OF DIRECTORS

The Board met 19 (Nineteen) times during the financial year 2025-26. The details of the same are as follows:

S. No.	Date of Meeting	Total Number of directors associated as on the date of meeting	Number of directors attended	% of attendance
1	28th April 2025	8	7	87.5
2	23rd May 2025	8	7	87.5
3	13th June 2025	8	7	87.5
4	15th July 2025	8	7	87.5
5	26th July 2025	8	7	87.5
6	11th August 2025	8	7	87.5
7	17th September 2025	8	7	87.5
8	04th October 2025	8	7	87.5
9	17th October 2025	8	7	87.5
10	29th October 2025	7	6	85.71
11	10th December 2025	7	6	85.71
12	20th December 2025	7	6	85.71
13	06th January 2026	7	6	85.71
14	28th January 2026	7	6	85.71
15	02nd February 2026	7	6	85.71
16	17th February 2026	6	6	100
17	28th February 2026	6	6	100
18	23rd March 2026	6	6	100
19	25th March 2026	6	6	100

14. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

A. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee, as per the applicable provisions of Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable upon listing of the Companys Equity shares on BSE.

As on the date of the Boards Report, the Audit Committee comprises of the following members:

Name of Director	Nature of Directorship	Status in Committee
Mr. Sachin Garg	Non-Executive Independent Director	Chairman
Mr. Sanjay Mittal	Non-Executive Independent D irector	Member
Mr. Gaurav Kumar	Executive Director	Member

Changes in Audit Committee during the financial year:

Mr. Kamal Kumar resigned from the position of Independent Director of the Company with effect from 12^th February, 2026, Subsequently, he ceased to be the Chairperson of the Audit Committee.

The Board Approved Re-constitution of the Audit Committee on 17^th February 2026 and designated Mr. Sachin Garg as Chairperson of the Committee. Further, the Audit Committee was reconstituted again by the Board on 25^th March, 2026. Ms. Dolly Setia ceased to be a member of the Committee and Mr. Sanjay Mittal was designated as a member in the Audit Committee.

During the Financial Year 2025-26, the Audit Committee met 9 (Nine) times.

The details of the meetings of the Audit Committee held during the year are provided below:

S. No.	Date of Meeting	Total Number of Members entitled to attend Audit Committee meeting	Number of directors Attended	% of attendance
1.	28th April 2025	3	3	100
2.	22nd May 2025	3	3	100
3.	15th July 2025	3	3	100
4.	26th July 2025	3	3	100
5.	11th August 2025	3	3	100
6.	17th September 2025	3	3	100
7.	29th October 2025	3	3	100
8.	10th December 2025	3	3	100
9.	02nd February 2026	3	3	100

B. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has formed the Nomination and Remuneration Committee in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 & Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Presently, the Nomination and Remuneration Committee comprises of the following Members:

Name of Director	Nature of Directorship	Status in Committee
Mr. Sachin Garg	Non-Executive Independent Director	Chairman
Mr. Sanjay Mittal	Non-Executive Independent Director	Member
Ms. Dolly Setia	Non-Executive	Member
	Independent Director

Changes in Nomination and Remuneration Committee during the financial year:

nnoi oe

Mr. Kamal Kumar member & chairperson of the Committee has resigned from the position of independent director of the company dated on 12^th February 2026 and Ms. Saloni Srivastav member committee has also resigned 25^th March 2026 and consequently the committee was reconstituted and Mr. Sachin Garg was appointed as chairperson of the committee and Mr. Sanjay Mittal was appointed as the member of the committee.

The Nomination and Remuneration Committee held 6 (Six) meetings during the year. The details of the same are as follows:

S. No.	Date of Meeting	Total Number of Members entitled to attend NRC meeting	Number of directors Attended	% of attendance
1	22nd May 2025	3	3	100
2	11th August 2025	3	3	100
3	17th September 2025	3	3	100
4	10th December 2025	3	3	100
5	17th February 2026	2	2	100
6	25th March 2026	3	3	100

The Company Secretary of the Company acts as the Secretary to the Committee.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has formed the Stakeholders Relationship Committee in accordance with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Presently, the Stakeholders Relationship Committee comprises of the following members:

Name of Director	Nature of Directorship	Status in Committee
Mr. Sachin Garg	Non-Executive Independent Director	Chairman
Ms. Dolly Setia	Non-Executive Independent Director	Member
Mr. Gaurav Kumar	Executive Director	Member
Mr. Sanjay Mittal	Non-Executive Independent Director	Member

Changes in Stakeholders Relationship Committee during the financial year:

Mr. Kamal Kumar member & chairperson of the Committee has resigned from the position of independent director of the company w.e.f. 12^th February 2026 and Ms. Saloni Srivastav member committee has also resigned w.e.f. 25^th March 2026 and consequently the committee was reconstituted and Mr. Sachin Garg was appointed as chairperson of the committee and Mr. Sanjay Mittal was appointed as the member of the committee.

The Company Secretary of the Company acts as the Secretary to the Committee. The Stakeholders Relationship Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company.

The Stakeholders Relationship Committee held Four (4) meetings during the year. The details of the same are as follows:

S. No.	Date of Meeting	Total Number of Members entitled to attend SRC meeting	Number of directors Attended	% of attendance
1.	28th April 2025	4	4	100
2.	26th July 2025	4	4	100
3.	29th October 2025	4	4	100
4.	2nd February 2026	4	4	100

Details of Investors grievances/ Complaints:

During the year under review, the Company did not receive any investor complaints. There were no pending grievances as on 31^st March 2026. The Company remains fully compliant with SEBIs SCORES platform and promptly addresses all shareholder queries.

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Your Company has formed the CSR Committee in accordance with the provisions of Section 135 of the Companies Act, 2013.

Presently, the Nomination and Remuneration Committee comprises of the following Members:

Name of Directo r	Nature of Directorship	Status in Committee
Mr. Gaurav Kumar	Managing Director	Chairman
Mr. Sarfaraz Mallick	Whole-Time Director	Member
Mr. Sanjay Mitta l	Non-Executive Independent Director	Member

15. MEETING OF INDEPENDENT DIRECTORS

The independent directors of company met 1 (One) time during the year on 02^nd February, 2026 where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director of the Company confirming that they meet with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The statement regarding opinion of the Board with regard to integrity, expertise and experience of the independent directors appointed during the year has been received.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a structured policy for the familiarization of Independent Directors, aimed at enabling them to understand the Companys operations, industry landscape, and regulatory environment.

During the financial year 2025-26, no new Independent Director was appointed, and accordingly, no separate familiarization programme was conducted. However, the existing Independent Directors continued to be updated through Board and Committee deliberations on key developments, operational performance, and compliance matters. The Familiarization Policy is available on the Companys website at: https://regencvincorp.co.in/images/investor/investor1676894370174.pdf

18. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the annual accounts on a going concern basis.

5. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

19. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review the Committee/Management has not received any complaint related to Sexual Harassment.

20. AUDITORS

a. Statutory Auditors:

M/s. KNSG & Co. LLP, Chartered Accountants, New Delhi (Firm Registration No. 025315N/N500106), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the 31^st Annual General Meeting held on 4^th June, 2024. They shall hold office from the conclusion of the 31^st AGM until the conclusion of the 36^th AGM of the Company to be held in the year2029.

Explanation or comments by the Board on every qualification, reservation or adverse remark or disclaimer made:

The Statutory Auditors have issued an unmodified opinion on the financial statements of the Company for the financial year ended 31^st March, 2026. There are no qualifications, reservations, adverse remarks, or disclaimers in the Auditors Report.

Fraud reported by the auditor under Section 143(12) of Companies Act, 2013

The Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, 2013, during the year, requiring reporting to the Central Government.

b. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, the Board has appointed Mr. Shailendra Kumar Roy (M. No: A25823 and CoP: 11738), Practicing Company Secretary as Secretarial Auditor of the Company for a term of 5 (Five) Consecutive years from 1^st April, 2025 to 31^st March, 2030 to undertake secretarial audit of the Company.

Explanation or Comments by the Board on Every Qualification, Reservation or Adverse Remark or Disclaimer Made:

The Company has received the Secretarial Audit Report in the prescribed Form MR-3 from the Secretarial Auditor appointed by the Company in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder. The Secretarial Audit Report, for the financial year under review, is annexed to this Report as ANNEXURE-I and forms an integral part of this Report.

The Secretarial Audit Report contains an observation/qualification with respect to non-filing of complete disclosures within the prescribed timeline. The Board has duly taken note of the said observation/qualification and has considered the explanation provided by the Management in this regard.

Management Response:

The Company could not file the complete disclosures within the prescribed timeline due to delay in activation of the ISIN by CDSL. The Company has taken note of the observation and will ensure timely compliance with the applicable statutory and regulatory requirements in the future.

c. Internal Auditor:

During the financial year under review, the following changes were made:

a. Mr. Prashant Khera ceased to be an Internal Auditor of the Company w.e.f. 10^th April, 2025.

b. Ms. Shifaly Duggal was appointed as Internal Auditor of the Company, w.e.f. 23rd May, 2025. Further, Ms. Shifaly Duggal ceased to be Internal Auditor of the Company w.e.f. 08th July, 2025.

c. Mr. Abhimanyu is appointed as Internal Auditor of the Company, w.e.f. 17^th September, 2025.

d. Cost Auditors:

The provisions related to Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, is not applicable to the Company.

21. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2)

Your Company complies with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

22. EVALUATION OF BOARDS PERFORMANCE

In compliance with the provisions of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. A structured mechanism was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

24. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Wholly Owned Subsidiary as on 31st March, 2026. Accordingly, the statement containing the salient features of the financial statements of the Wholly Owned Subsidiary in Form AOC-1, as prescribed under Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Consolidated Financial Statements and is annexed to this Annual Report.

25. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs. 10/- each.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal audit functions reports to the Chairman of the Audit Committee and to Chairman/Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. Its compliances with operating systems, accounting procedure and policies at all locations of the Company.

Thirty Third Annual Report 2025-26

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

28. RISK MANAGEMENT

Risk Management is a structured and proactive approach to identifying, assessing, mitigating, and monitoring the risks that may impact the Companys ability to achieve its business objectives. In todays dynamic regulatory and economic environment, risk management plays a vital role in safeguarding assets, maintaining operational stability, and supporting sustainable growth.

The Company has implemented a risk management framework to address key strategic, operational, financial, and compliance-related risks. This framework is embedded across various levels of the organization, with oversight by senior management and the Board of Directors.

In line with the regulatory requirements applicable to Non-Banking Financial Companies (NBFCs) under the RBIs Scale-Based Regulation (SBR) framework, the Company has constituted a Risk Management Committee (RMC) on 2nd September 2024. And Due to the resignation of Mr. Ashish Kamra committee was reconstituted dated on 29^th October, 2025.

Presently, Risk Management Committee comprises the following members:

• Mr. Sarfaraz Mallick - Chairperson (Chief Financial Officer & Director)

• Mr. Gaurav Kumar- Member (Managing Director )

• Mr. Vishal Rai Sarin - Member (Whole-Time Director)

The RMC is responsible for evaluating key business risks, reviewing mitigation plans, and reporting to the Board. The Committee met during the year to assess credit, operational, liquidity, regulatory, and reputational risks. The Company continues to refine its risk management processes in alignment with industry practices and regulatory expectations.

29. RELATED PARTIES TRANSACTIONS

During the year under review, the Company entered into various transactions with related parties in the ordinary course of business and on an arms length basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

These included remuneration to Directors and KMPs, inter-corporate deposits, office rent, reimbursement of expenses, and salary to relatives of KMPs.

None of the transactions were material as per Regulation 23 of SEBI (LODR) Regulations, 2015. Accordingly, Form AOC-2 is not applicable.

The disclosures relating to Related Party Transactions, as required under the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Indian Accounting Standards, including Ind AS 24 - Related Party Disclosures, have been made in the Notes to the Financial Statements forming part of this Annual Report.

The details of related party transactions entered into by the Company during the financial year ended March 31,2026, including the nature of relationship, nature and value of transactions, outstanding balances and other relevant disclosures, wherever applicable, are disclosed in the respective notes to the Standalone and Consolidated Financial Statements.

The Company has also made the disclosures required under Schedule V, Para A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable.

The Companys RPT Policy is available on its website:

https://portal.regencvfincorp.co.in//uploads/investorrelation/SEBI/Related%20Partv%20Transactions%20

Policv/2025-2026/materialitv%20of%20related%20partv%20transactions.pdf

30. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2026, is available on the Companys website at:

31. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The company has given loan or provided any guarantee or made any investment covered under Section 186 of the Companies Act 2013 during the year in its ordinary course of business and has complied with the provisions of the Act.

Details on loans or investments are mentioned in Notes to Financial statements of this Annual Report. (Refer Note. 03 for Loans and Note 4 for investments given in the attached Financial Statements for the Financial year 2025-26). The Company has neither provided any security nor given any guarantee on behalf of a third party.

32. CORPORATE GOVERNANCE

The provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to Company and thus the Corporate Governance Report, enclosed as "ANNEXURE- II" forms part of this Report.

33. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every woman executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

During the year under review, there were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review. The following is a summary of complaints received and resolved during the reporting period:

Received	Disposed-Off	Pending
Nil	Nil	Nil

34. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Since, the Company is an Investment and Credit Company registered with the Reserve Bank of India as NonSystematically Important Non-Deposit Accepting Non-Banking Financial Institution and did not carry any manufacturing activities and the Company has neither used nor earned any foreign exchange during the year under review. Hence, no particulars as per Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are being furnished under this head.

35. MANAGEMENT DISCUSSION AND ANALYSIS

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as an "ANNEXURE -III to this report.

36. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "ANNEXURE - IV" forming part of the Annual Report.

37. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under review. As the net profit of the company as on 31^st March 2026 is more than 5 crores, the provisions contained in section 135 of the Companies Act, 2013, will be applicable in the Upcoming year i.e. Financial year 2026-27.

38. SUMS DUE TO MICRO. SMALL & MEDIUM ENTERPRISES

No amount for payment towards principal and interest was pending towards Micro, Small & Medium Enterprises as on 31^st March, 2026.

39. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. As on 31^st March, 2025, the Board of Directors and the designated employees have confirmed compliance with the code.

Further, the Company has set up its in-house SDD Interface for entering the Unpublished Price Sensitive Information as and when discussed among the Designated persons.

41. COMPLIANCE UNDER RBI MASTER DIRECTIONS

As a Non-Banking Financial Company (NBFC), the Company has complied with all applicable provisions under the RBI Master Directions and guidelines, including fair practices, KYC, and credit risk regulations.

42. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code.

A declaration signed by the Companys Managing Director for the Compliance of these requirements is furnished in "ANNEXURE - V" forming part of the Annual Report.

43. MANAGING DIRECTOR & CFO CERTIFICATION

The Managing Director and/or CFO of the company are required to give an Annual Certificate on compliance with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Certificate on Financial Results while placing the Annual financial results before the board in terms of Regulation 33 of SEBI Listing Regulations and same is published in this report as "ANNEXURE-VI".

44. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with employees at all level.

45. GENERAL DISCLOSURES

During the Financial Year 2025-26, the Company undertook the following corporate actions in Equity after receiving necessary statutory and regulatory approvals, including from the shareholders and BSE Limited:

• The Board of Directors at their Meeting held on 13^th June, 2025 has allotted 5870150 (Fifty-Eight Lakh Seventy Thousand One Hundred Fifty Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each) on preferential basis upon conversion of warrants, in accordance with the terms of issue approved earlier.

• The Board of Directors at their Meeting held on 17^th October 2025 has allotted 4086162 (Forty-Lakhs Eighty-Six Thousand One Hundred Sixty-Two) Equity Shares of Rs. 10/- (Rupees Ten Only) each on preferential basis upon conversion of warrants, in accordance with the terms of issue approved earlier.

• The Board of Directors at their Meeting held on 20^th December, 2025 has allotted 6620201 (Sixty-Six Lakh Twenty Thousand Two Hundred One) Equity Shares of Rs. 10/- (Rupees Ten Only) on preferential basis upon conversion of warrants, in accordance with the terms of issue approved earlier.

After the above-mentioned allotments, the companys paid up capital stands at Rs. 80,17,10,710 /- (Rupees Eighty Crores Seventeen Lakhs Ten Thousand Seven Hundred Ten Only) divided into 8,01,71,071 (Eight Crore One Lakh Seventy One Thousand Seventy-One) equity shares of Rs. 10/- (Rupees Ten Only) each.

However, after closure of the financial year, the Company made allotment of equity shares pursuant to the conversion of share warrants. The details of the allotments are as under:

• On 21st May, 2026, the Board allotted 58,62,879 (Fifty-Eight Lakh Sixty-Two Thousand Eight Hundred Seventy-Nine) equity shares of face value of Rs. 10/- (Rupees Ten Only) each upon conversion of an equivalent number of warrants, resulting in an increase in the paid-up equity share capital from Rs. 80,17,10,710/- to Rs. 86,03,39,500/-.

• On 26^th June, 2026, the Board allotted 28,12,120 (Twenty-Eight Lakh Twelve Thousand One Hundred Twenty) equity shares of face value of Rs. 10/- (Rupees Ten Only) each upon conversion of an equivalent number of warrants, consequent to which the paid-up equity share capital further increased from Rs. 86,03,39,500/- to Rs. 88,84,60,700/-.

Accordingly, as on the date of this Boards Report, the paid-up equity share capital of the Company stands at Rs. 88,84,60,700/- (Rupees Eighty-Eight Crores Eighty-Four Lakhs Sixty Thousand Seven Hundred Only) divided into 8,88,46,070 (Eight Crore Eighty-Eight Lakh Forty-Six Thousand Seventy) equity shares of Rs. 10/- (Rupees Ten Only) each.

In Debt Segment during the financial year, the following changes have taken place:

1. Credit Rating

• Company has received credit rating of BBB- With Positive Outlook from Infomerics Valuation and Rating Limited dated dated 12th January, 2026 for Issuance of Non-Convertible Debentures up to Rs. 100 Crores and reaffirmed the rating of 50Cr for proposed fund-based facilities of Rs 50 Crores.

• Infomerics Valuation and Rating Limited has assigning a credit rating of "IVR BBB/Stable" for the Companys proposed Non-Convertible Debentures (NCDs) and Proposed Fund Based Banking Facility and has upgraded the ratings for various instruments issued by Company dated on 17^th July 2026 for issuance of Non Convertible debenture upto Rs 100 crore.

• Infomerics Valuation and Rating Limited has reaffirmed credit rating of "IVR BBB/Stable" for the existing instruments and Companys proposed Non-Convertible Debentures (NCDs) dated on 07^th August 2026 for issuance of Non Convertible debenture upto Rs 200 crore.

2. Issue and allotment of Non Convertible Debentures:

During the year under review, the Company has received the IP Approval from BSE Limited dated on 20^th January 2026 for issuance of Non-Convertible Debentures and consequently successfully issued and allotted the following Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) through the private placement. The NCDs are listed on the Debt Segment of BSE Limited and are secured, with Catalyst Trusteeship Limited acting as the Debenture Trustee. The details of the allotments are as under:

1. Fresh issue: The Company allotted 2,500 Secured, Rated, Listed, Redeemable NonConvertible Debentures having a face value of Rs. 1,00,000/- each, aggregating to Rs. 25.00. 00.000/-, under ISIN: INE964R07051 on 28th January, 2026.

2. Fresh Issue: The Company allotted 25,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 25.00. 00.000/-, under ISIN: INE964R07069 on 23rd March, 2026.

3. Re-issue: The Company re-issued 25,000 Secured, Rated, Listed, Redeemable NonConvertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 25.00. 00.000/-, under ISIN: INE964R07069 on 7th May, 2026.

4. Fresh Issue: The Company allotted 1,000 Secured, Rated, Listed, Redeemable NonConvertible Debentures having a face value of Rs. 1,00,000/- each, aggregating to Rs. 10.00. 00.000/-, under ISIN: INE964R07085 on 2nd June, 2026.

5. Fresh Issue: The Company allotted 15,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 15.00. 00.000/-, under ISIN INE964R07093 on 19^,hJune, 2026.

6. Fresh Issue: The Company allotted 40,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 40.00. 00.000/-, under ISIN INE964R07101 on 23^rd July, 2026.

7. Fresh Issue: The Company allotted 40,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 40.00. 00.000/-, under ISIN INE964R07119 on 30^,hAugust, 2026.

8. Fresh Issue: The Company allotted 30,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 30.00. 00.000/-, under ISIN INE964R07127 on 11^,hAugust, 2026.

9. Fresh Issue: The Company allotted 60,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 60.00. 00.000/-, under ISIN INE964R07135 on 19^,hAugust, 2026.

10. Fresh Issue: The Company allotted 50,000 Secured, Rated, Listed, Redeemable Non Convertible Debentures having a face value of Rs. 10,000/- each, aggregating to Rs. 50.00. 00.000/-, under ISIN INE964R07143 on 27^,hAugust, 2026.

Apart from the above, there were no other material transactions or events that had a bearing on the Companys operations or capital structure during the year under review.

46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such one-time settlement was done with Banks or financial institutions

47. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC)

No CIRP process has been initiated against the Company during the Financial year 2025-26 under IBC Code, 2016.

48. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURT/TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

49. MATERNITY BENEFIT AFFIRMATIONS UNDER THE MATERNITY BENEFIT ACT. 1961

The Company has complied with the provision of Maternity Benefits Act, 1961 including all applicable amendments and rules framed thereunder. The company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefits Act, 1961 including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

50. GENDER WISE COMPOSITION OF EMPLOYEES

In alignment with the provisions of diversity, equity and inclusion (DEI), the company discloses below the gender composition of its workplace as on 31 st March, 2026:

Male Employees: 133

Female Employees:26

Transgender Employees: NIL

This disclosure reinforces the Companys efforts to promote an inclusive culture and equal opportunity for all individual, regardless of gender.

51. ISSUANCE OF EMPLOYEE STOCK OPTION AND/OR SWEAT EQUITY SHARES AND/OR EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

During the financial year 2025-26, the company has not issued any Employee Stock Option and/or Sweat Equity Shares and/or Equity Shares with differential voting rights.

52. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed in your Company.

For and on behalf of the Board of Directors
Regency Fincorp Limited
Sd/-	Sd/-
Gaurav Kumar	Sarfaraz Mallick
Managing Director	Whole Time Director and CFO
DIN: 06717452	DIN:10255433
Place: Zirakpur, Punjab
Date: 02/09/2026