Regency Fincorp Ltd

The Members,

Regency Fincorp Limited

Your Directors present hereunder the 32^nd 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, 2025. The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY

2. FINANCIAL HIGHLIGHTS & OPERATIONS/STATE OF COMPANY'S AFFAIRS

The Key highlights pertaining to the business of the company for the year 2024-25 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. 2166.43 Lacs in the year 2024-25 as compared to Rs. 1573.28 Lacs in the previous year. The Company has earned a net profit of Rs. 497.57 Lacs as compared to Rs. 196.69 Lacs in the previous year.

The Board believes that shareholders will find the performance of the company for the financial year 2024-25 to be satisfactory. The Earning per share (EPS) of the company is Rs. 0.78 per share (Basic) and Diluted EPS is Rs. 0.78 per share.

3. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there has been an addition under the Main Objects Clause i.e., Clause III of Memorandum of Association of the Company via adding sub-clause 4 of Prepaid Payment Instruments (PPI's).

However, via adding the new objects, there has been no change in the nature of the business of the Company.

4. PUBLIC DEPOSITS

During the financial year 2024-25, 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 is well-positioned to leverage rising demand for retail and MSME credit, supported by its growing branch presence and digital transformation initiatives. The rollout of our digital lending platform is underway, aimed at improving loan processing and customer experience.

In the coming year, the focus will remain on expanding reach, maintaining asset quality, and offering diverse credit solutions. With a prudent approach and technology-led operations, the Company aims to achieve sustainable growth and enhance stakeholder value.

6. APPROPRIATIONS 0 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 2025.

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. 100.06 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 50 units of Unlisted, Unrated and Secured NCDs (Series B) having face value of Rs. 10,00,000/- each by way of private placement in its meeting held on 23^rd May, 2025.

2. Issuance of 50 units of Unlisted, Unrated and Secured NCDs (Series C) having face value of Rs. 10,00,000/- each by way of private placement in its meeting held on 26^th July, 2025.

3. Registration of Charge created having Charge ID: 101103315 in favor of Catalyst Trusteeship Limited, Debenture Trustee for Secured Debentures (Series A) issued by the Company amounting to Rs. 5,00,00,000/- (Rupees Five Crores Only) and further the same charge was modified and the registration of modification of charge was created having Charge ID: 101103315 in favor of Catalyst Trusteeship Limited, Debenture Trustee for Secured Debentures (Series B) issued by the Company amounting to Rs. 10,00,00,000/- (Rupees Ten Crores Only).

4. Allotment of 5870150 Equity Shares pursuant to conversion of Warrants into Equity Shares in its Board meeting held on 13^th June, 2025.

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 securities of the Company are admitted with NSDL and CDSL. The ISIN allotted to the Company is INE964R01013.

10. CAPITAL STRUCTURE

The Authorized Share Capital as at 31^st March, 2025 stood at '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, 2025 stood at '63,59,45,580/- (Rupees Sixty-Three Crores Fifty-Nine Lakhs Forty-Five Thousand Five-Hundred Eighty Only) divided into 63594558 (Six Crore Thirty-Five Lakh Ninety-Four Thousand Five Hundred Fifty-Eight) equity shares of Rs. 10/- (Rupees Ten Only) each.

CHANGES IN CAPITAL STRUCTURE Authorized Share Capital:

The company at its Extra Ordinary General Meeting held on 30^th October, 2024 has increased the Authorized Share Capital from Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 50000000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each to 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.

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

a. The Board of Directors at their Meeting held on 24^th June, 2024 has allotted 5553350 (Fifty Five Lakh Fifty Three Thousand Three Hundred Fifty Only) Equity Shares of Rs. 10/- (Rupees Ten Only).

b. The Board of Directors at their Meeting held on 3^rd October, 2024 has allotted 4166663 (Forty One Lakhs Sixty Six Thousand Six Hundred Sixty Three) Equity Shares of Rs. 10/- (Rupees Ten Only).

c. The Board of Directors at their Meeting held on 12^th February, 2025 has allotted 15644091 (One Crore Fifty Six Lakh Forty Four Thousand Ninety One) Equity Shares of Rs. 10/- (Rupees Ten Only).

After the above-mentioned allotments, the company's paid up capital stands at Rs. 63,59,45,580/- (Rupees Sixty-Three Crores Fifty-Nine Lakhs Forty-Five Thousand Five-Hundred Eighty Only) divided into 63594558 (Six Crore Thirty-Five Lakh Ninety-Four Thousand Five Hundred Fifty-Eight) equity shares of Rs. 10/- (Rupees Ten Only) each.

However, after closure of the financial year, the Board at its meeting held on 13^th June, 2025 has allotted 5870150 (Fifty Eight Lakh Seventy Thousand One Hundred Fifty Only) and after such allotment the paid up capital as on the date of Board Report stood at Rs. 69,46,47,080/- (Rupees Sixty-Nine Crores Forty-Six Lakhs Forty-Seven Thousand Eighty Only) divided into 69464708 (Six Crore Ninety-Four Lakh Sixty-Four Thousand Seven Hundred Eight) equity shares of Rs. 10/- (Rupees Ten Only) each.

During the financial year, the Board of Directors at their Meeting held on 28^th December, 2024 has allotted 43312272 (Four Crore Thirty-Three Lakhs Twelve Thousand Two Hundred Seventy Two) warrants convertible into equivalent number of Equity Shares of Rs. 10/- (Rupees Ten Only).

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.

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

a. The Board of Directors at their Meeting held on 30^th November, 2024 has redeemed 23000 (Twenty Three Thousand) Non- Convertible Debentures of Rs. 1000/- (Rupees One Thousand Only).

b. The Board of Directors at their Meeting held on 21^st March, 2025 has alloted 50 (Fifty) (Series A) units of Unlisted, Unrated and Secured of Non-Convertible Debentures having face value of Rs. 10.00. 000/- (Rupees Ten Lakh Only) amounting to Rs. 5.00. 00.000/- (Rupees Five Croes Only) which was further modified after the closure of financial year 2024-25, details of which are provided under clause 7 of the Board's Report.

1. The members of the company have ratified the appointment of Mr. Vishal Rai Sarin (DIN: 08758350) as Whole Time Director of the company w.e.f 10^th October, 2022 for a term of 5 years.

2. The members of the company at their Annual General Meeting held on 4^th June, 2024 have appointed Ms. Dolly Setia (DIN: 10501076) as Independent Director of the company for a term of 5 years w.e.f. 28^th February, 2024.

3. On recommendation received from the Nomination and Remuneration Committee, Mr. Ashish Kamra (DIN: 10753632) has been appointed as Additional Director and designated as Whole Time Director of the Company w.e.f. 3^rd October, 2024. His appointment was subsequently regularized by the members at the Extraordinary General Meeting held on 30^th October, 2024.

4. On recommendation received from the Nomination and Remuneration Committee, change in designation of Mr. Sarfaraz Mallick (DIN: 10255433) has been made from Non-Executive Director to Executive, Directorof the Company w.e.f. 29^th March, 2025.

During the financial year 2024-25 following changes were made in the Key Managerial Personnel of the Company:

• Ms. Kangan Dhamija (Mem No. A30672) tendered her resignation from the position of Company Secretary and Compliance Officer of the company w.e.f. 9^th May, 2024.

• On recommendation received from the Nomination and Remuneration Committee, Mr. Prashant Khera (Mem No. A72928) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 17^th July, 2024.

• Ms. Nancy Sharma resigned from the position of Chief Financial Officer of the Company w.e.f. 31^st December, 2024.

• Mr. Bilal Ahmed was appointed as Chief Financial Officer of the Company w.e.f. 12^th February, 2025 and subsequently resigned from the position of Chief Financial Officer of the Company w.e.f. 28^th March 2025.

• Mr. Sarfaraz Mallick, Executive Director, has been appointed as Chief Financial Officer of the company w.e.f. 29^th March, 2025.

Further, after closure of the financial year:

• Mr. Prashant Khera tendered his resignation from the position of Company Secretary and Compliance Officer w.e.f. 10th April, 2025

• On recommendation received from the Nomination and Remuneration Committee, Mrs. Shifaly Duggal (M.No. A62298) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 23^rd May, 2025 and subsequently resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 8^th July, 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. Sarfaraz Mallick (DIN: 10255433), retires by rotation at this 32nd 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. Ashish Kamra (DIN: 10753632) Whole Time Directorand Mr. Sarfaraz Mallick (DIN: 10255433) Executive Director and Chief Financial Officer of the Company.

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

There are no employees drawing remuneration during the financial year. 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 2024-25:

#Mr. Sarfaraz Mallick, Director, has been appointed as Chief Financial Officer of the company w.e.f. 29^th March, 2025.

*On recommendation received from the Nomination and Remuneration Committee, Mr. Prashant Khera (Mem No. A72928) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 17^th July, 2024.

**Ms. Nancy Sharma has resigned from the position of Chief Financial Officer of the Company w.e.f. 31^st December, 2024.

***Mr. Bilal Ahmed has been appointed as Chief Financial Officer of the Company w.e.f. 12^th February, 2025 and subsequently resigned from the position of Chief Financial Officer of the Company w.e.f. 28^th March 2025.

****Ms. Kangan Dhamija (Mem No. A30672) have tendered her resignation from the position of Company Secretary and Compliance Officer of the company w.e.f. 9^th May, 2024.

Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Director & Company Secretary or Manager in the financial year 2024-25:

#Mr. Sarfaraz Mallick, Director, has been appointed as Chief Financial Officer of the company w.e.f. 29^th March, 2025.

*On recommendation received from the Nomination and Remuneration

Committee, Mr. Prashant Khera (Mem No. A72928) was appointed as

Company Secretary and Compliance Officer of the Company w.e.f. 17^th July, 2024.

**Ms. Nancy Sharma has resigned from the position of Chief Financial Officer of the Company w.e.f. 31^st December, 2024.

***Mr. Bilal Ahmed has been appointed as Chief Financial Officer of the Company w.e.f. 12^th February, 2025 and subsequently resigned from the position of Chief Financial Officer of the Company w.e.f. 28^th March 2025.

****Ms. Kangan Dhamija (Mem No. A30672) has resigned from the position of Company Secretary and Compliance Officer of the company w.e.f. 9^th May, 2024.

• Percentage increase in Median remuneration of employees in financial year 2024-25: NA

• Number of permanent employees on rolls of the Company as on 31st March, 2025: 83

• Average percentile increase 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.

12. DISCLOSURE OF MEETINGS OF BOARD OF DIRECTORS

The Board met 16 (Sixteen) times during the financial year 2024-25. The details of the same are as follows:

*Note: The Board meeting which was held on 10^th May, 2024 was originally scheduled to be held on 8^th May 2024. However, the same was adjourned due to lack of quorum and was reconvened and duly held on 10^th May 2024.

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 Company's Equity shares on BSE.

As on the date of the Board's Report, the Audit Committee comprises of the following members:

Changes in Audit Committee during the financial year:

Mr. Sunil Jindal was designated as member of the committee, however in the board meeting held on 29^th March, 2025 has re-constituted the committee and Mr. Sunil Jindal was replaced by Ms. Dolly Setia w.e.f. 1^st April, 2025.

The audit committee held 8 (Eight) meetings during the year 2024-25. The details of the meeting of the Audit Committee as on 31^st March, 2025 are as follows:

*Note: The Audit Committee meeting which was held on 10^th May, 2024 was originally scheduled to be held on 8^th May 2024. However, the same was adjourned due to lack of quorum and was reconvened and duly held on 10^th May 2024.

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

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) Regulation, 2015.

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

Changes in Nomination and Remuneration Committee during the financial year:

Mr. Sunil Jindal was designated as member of the committee, however in the board meeting held on 29^th March, 2025 has re-constituted the committee and Mr. Sunil Jindal was replaced by Ms. Dolly Setia w.e.f. 1^st April, 2025.

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

*Note: The Nomination and Remuneration Committee meeting which was held on 10^th May, 2024 was originally scheduled to be held on 8^th May 2024. However, the same was adjourned due to lack of quorum and was reconvened and duly held on 10^th May 2024.

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

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has formed the Stakeholder's 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:

Changes in Stakeholders Relationship Committee during the financial year:

Mr. Sunil Jindal was designated as member of the committee, however in the board meeting held on 29^th March, 2025 has re-constituted the committee and Mr. Sunil Jindal was replaced by Ms. Saloni Shrivastav w.e.f 1^st April, 2025.

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

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

Details of Investor's 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 2025. The Company remains fully compliant with SEBI's SCORES platform and promptly addresses all shareholder queries.

15. MEETING OF INDEPENDENT DIRECTORS

The independent directors of company met once during the year on 29^th March, 2025 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 Company's operations, industry landscape, and regulatory environment.

During the financial year 2024-25, 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 Company's website at:

https://regencvincorp.co.in/images/investor/investor1676894370174.pdf

18. DIRECTOR'S 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.

a. Statutory Auditors:

M/s. K N S G & 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 year 2029.

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, 2025.

There are no qualifications, reservations, adverse remarks, or disclaimers in the Auditor's 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 M/s Shailendra Roy & Associates, Practicing Company Secretary Firm (M. No: A25823 and CoP: 11738), as Secretarial Auditor of the Company for the financial year 2024-25 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 and the same is marked with this report as ANNEXURE- I. The audit report is self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. Internal Auditor:

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

a. Ms. Kangan Dhamija ceased to be an Internal Auditor of the Company w.e.f. 9^th May, 2024.

b. Mr. Prashant Khera appointed as Internal Auditor of the Company w.e.f. 17^th July, 2024.

After closure of financial year, Mr. Prashant Khera has resigned from position of Internal Auditor of the Company w.e.f. 10^th April, 2025 in whose place, Ms. Shifaly Duggal was appointed as Internal Auditor of the Company, w.e.f. 23^rd May, 2025. Further, Ms. Shifaly Duggal has also resigned from position of Internal Auditor w.e.f. 08th July, 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) whenever it has applicable.

Your Company will comply 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 BOARD'S 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 Board's 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 does not have any Subsidiary, Joint venture or Associate Company as on 31^st March, 2025. Hence, "Form AOC-1" is not applicable.

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. It's compliances with operating systems, accounting procedure and policies at all locations of the Company.

26. 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.

27. RISK MANAGEMENT

Risk Management is a structured and proactive approach to identifying, assessing, mitigating, and monitoring the risks that may impact the Company's ability to achieve its business objectives. In today's 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 Master Direction-Reserve Bank of India (NBFC-Scale Based Regulation) Directions framework, the Company has constituted a Risk Management Committee (RMC) on 2nd September 2024.

Presently, Risk Management Committee comprises the following members:

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

• Mr. Ashish Kamra - Member (Whole-Time 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.

28. 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 arm's 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 Company's RPT Policy is available on its website: https://regencvfincorp.co.in/policies/related-partv-policv.pdf

30. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available on the Company's website at: https://regencyfincorp.co.in/

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 2024-25). 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.

34. 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:

35. 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 Non- Systematically 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.

36. MANAGEMENT DISCUSSION AND ANALYSIS

The Management's 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.

37. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT- PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's 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.

38. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

39. 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, 2025.

40. 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 Company's 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.

41. 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 Company's 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.

42. 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.

43. 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 Company's Managing Director for the Compliance of these requirements is furnished in "ANNEXURE - V" forming part of the Annual Report.

44. 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".

45. INDUSTRIAL RELATIONS

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

46. GENERAL DISCLOSURES

During the Financial Year 2024-25, the Company undertook the following corporate actions after receiving necessary statutory and regulatory approvals, including from the shareholders and BSE Limited:

a) The Board of Directors, at its meeting held on 24^th June, 2024, allotted 55,53,350 equity shares and on a preferential basis pursuant to Sections 42 and 62(1)(c) of the Companies Act, 2013 and applicable SEBI (ICDR) Regulations.

b) Subsequently, on 3^rd October, 2024, the Board allotted 41,66,663 equity shares on preferential basis upon conversion of warrants, in accordance with the terms of issue approved earlier.

c) Subsequently, on 12^th February, 2025, the Board allotted 1,56,44,091 equity shares on preferential basis upon conversion of warrants, in accordance with the terms of issue approved earlier.

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

47. 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

48. 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 2024-25 under IBC Code, 2016.

49. 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.

50. 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.

51. 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 31st March, 2025:

Male Employees: 65 Female Employees: 18 Transgender Employees: Nil

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

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

During the financial year 2024-25, 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.