EGM Details

The 2nd Extraordinary General Meeting for FY 2026-27 will be held on Wednesday, 11th November 2026, at 01:00 PM (IST) through Video Conferencing/Other Audio-Visual Means. The remote e-voting period commences on Sunday, 8th November 2026 (9:00 AM) and ends on Tuesday, 10th November 2026 (5:00 PM). The cut-off date for determining voting rights is Wednesday, 4th November 2026.

Agenda Items

Item 1: Increase Authorized Share Capital (Special Resolution)

Proposes to increase the Authorized Share Capital from ₹95,00,00,000 (9.5 crore equity shares of ₹10 each) to ₹152,00,00,000 (15.2 crore equity shares of ₹10 each) by creating additional 5.7 crore equity shares aggregating ₹57 crore. Requires amendment to Clause V of the Memorandum of Association.

Item 2: Preferential Issue of Equity Shares (Special Resolution)

Seeks approval to issue up to 1,42,66,412 equity shares at ₹50.50 per share (₹10 face value + ₹40.50 premium) aggregating ₹72,04,53,806.

Breakdown of Allotment:

  • For cash consideration: 96,36,254 equity shares to 58 allottees (all Public category) aggregating ₹48,66,30,827
  • Against loan conversion: 46,30,158 equity shares to 3 allottees against outstanding unsecured loans of ₹23,38,22,979:
  • Annaya Management Consultancy Private Limited (Promoter): 8,62,693 shares for ₹4,35,65,996.50
  • Regency Digitrade Investment Private Limited (Promoter): 12,03,782 shares for ₹6,07,90,991
  • Max Bio Biosciences Private Limited (Public): 25,63,683 shares for ₹12,94,65,991.50

Pricing Details:

  • Relevant Date for pricing: Monday, 12th October 2026
  • Floor price determined as higher of 90-day VWAP (₹46.21) and 10-day VWAP (₹50.50)
  • Valuation report by Sandeep Agrawal (IBBI/RV/06/2020/13344) dated 15th October 2026 supports ₹50.50 price
  • Certificate from statutory auditor KNSG & Co LLP confirms minimum price compliance

Post-Issue Shareholding Impact:

  • Promoter holding changes from 21.44% to 20.50%
  • Public holding changes from 78.56% to 79.50%
  • No change in control
Item 3: Preferential Issue of Warrants (Special Resolution)

Seeks approval to issue up to 4,75,46,030 warrants convertible into equity shares at ₹50.50 per warrant (₹10 face value + ₹40.50 premium) aggregating ₹240,10,74,515.

Payment Terms:

  • 25% (₹12.625 per warrant) payable on allotment: ₹60,02,68,628.75
  • 75% (₹37.875 per warrant) payable on exercise: ₹180,08,05,886.25
  • Warrants exercisable within 18 months from allotment date

Allottees include:

  • Promoters: Gaurav Kumar (35,64,356 warrants), Neha Abrol (35,64,356 warrants), Regency Digitrade Investment Private Limited (39,60,396 warrants)
  • Public: 53 allottees including Sarfaraz Mallick (87,12,871 warrants), Boolean Ventura Private Limited (24,75,247 warrants)
Item 4: ESOP Scheme 2026 (Special Resolution)

Seeks approval for 'Regency Fincorp Limited - Employees Stock Option Scheme 2026' covering:

  • Maximum 1,00,00,000 options exercisable into 1,00,00,000 equity shares
  • For employees exclusively working with the company (including directors but excluding promoters, promoter group, independent directors, and directors holding >10% shares)
  • Minimum vesting period: 1 year; Maximum vesting period: 5 years
  • Maximum exercise period: 10 years from vesting
  • Exercise price to be determined by Nomination and Remuneration Committee
Item 5: ESOP for Subsidiary Employees (Special Resolution)

Seeks approval to extend ESOP 2026 benefits to eligible employees of present and future subsidiary and associate companies, within the overall ceiling of 1 crore options.

Fund Utilization Objects

Total fund raise: ₹312.15 crore (including ₹23.38 crore loan conversion already utilized)

Fresh funds utilization proposal (₹288.77 crore):

  • Acquisition of digital lending platform company: Up to ₹125.00 crore (43.29%) within 12 months
  • Acquisition of gold loan business company: Up to ₹75.00 crore (25.97%) within 6 months
  • Onward lending to MSMEs: Up to ₹41.62 crore (14.41%) within 24 months (includes ₹23.38 crore already utilized)
  • General corporate purposes: Up to ₹47.15 crore (16.33%) within 24 months

Voting Arrangements

  • E-voting through NSDL platform
  • Scrutinizer: Devender Singh of Devender Singh and Associates
  • Results to be declared within 2 working days post-EGM