1. PREAMBLE
Regency Fincorp Limited (“the Company”) recognizes that sound Corporate Governance is fundamental to the long-term success, sustainability and credibility of the Company. The
Company believes that effective governance practices promote ethical business conduct, transparency in decision-making, accountability at all levels of management and protection
of stakeholder interests. As a listed Non-Banking Financial Company registered with the Reserve Bank of India, the
Company is committed to maintaining the highest standards of corporate governance in accordance with the provisions of the Companies Act, 2013, Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reserve Bank of India Act, 1934, RBI Scale Based Regulation Framework, RBI Governance Directions
applicable to NBFCs and other applicable laws and regulations.
The Company believes that corporate governance is not merely a matter of legal compliance but a framework that enhances trust among shareholders, investors, lenders, regulators, customers, employees and other stakeholders. The Board of Directors shall continuously
endeavour to adopt governance practices that strengthen organizational effectiveness, improve risk management and foster sustainable value creation. These Internal Guidelines on Corporate Governance have been framed with the approval of
the Board of Directors in accordance with the Reserve Bank of India (Non-Banking Financial Companies – Governance) Directions, 2025 and shall be hosted on the website of the
Company for information of stakeholders.

2. OBJECTIVE
The objective of these Guidelines is to establish a comprehensive governance framework
for the Company and to ensure that the affairs of the Company are conducted in atransparent, ethical and responsible manner. These Guidelines seek to provide clarity
regarding the roles and responsibilities of the Board of Directors, Board Committees, Senior Management and other stakeholders in the governance process.
The Guidelines are intended to strengthen the Company’s governance structure, ensure regulatory compliance, facilitate effective oversight of risks, maintain transparency in
disclosures and uphold the principles of fairness and accountability in all business operations.

3. GOVERNANCE PHILOSOPHY
Our Company believes in creating wealth for all its shareholders. In pursuit of this objective, the Policies of the Company are designed to strengthen the ability of the Board of Directors
to supervise the management and to enhance long-term shareholder value. All decisions are taken in the interest of the shareholders. Further, the Board and its
management are aware and conscious of minority shareholder's interest, and everything is done to enhance shareholders value in totality.
Hence, considerable emphasis is placed on accountability in decision making and ethics in implementing them. Adequate and timely information is critical to accountability. Regency Fincorp Limited believes to act in the spirit of law and not just the letter of law. We
aim at providing complete transparency in our operations. The Company complies with the requirements of Corporate Governance as stipulated in
various legislations including Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”),
the applicable provisions of the Companies Act, 2013 (the “Act''), Master Direction – Reserve Bank of India (Non-Banking Financial Company– Scale Based Regulation) Directions, 2023
(the 'RBI Master Direction') and all other applicable rules and regulations thereunder and notifications issued by regulators and other statutory bodies, as amended from time to time.

4. CORPORATE CULTURE AND ETHICAL STANDARDS
The Board shall promote a strong culture of integrity and ethical conduct throughout the
organization. The Company shall maintain a Code of Conduct applicable to Directors and Senior Management and shall ensure that all employees conduct themselves in a
professional, ethical and lawful manner.The Board shall encourage a culture where employees are empowered to raise genuine concerns regarding unethical conduct, fraud, regulatory violations or other improper
practices without fear of retaliation. The Vigil Mechanism and Whistle Blower Policy of the Company shall provide adequate safeguards against victimization and ensure confidential reporting of concerns.
The Board shall also promote a strong risk culture wherein all employees understand their responsibility towards prudent risk-taking and compliance with approved policies.

5. BOARD OF DIRECTORS
The Board of Directors shall act in good faith and exercise its powers, duties and business
judgment in the best interests of the Company, its shareholders and other stakeholders. The Board, together with its Committees, shall provide strategic direction, establish governance
standards, oversee the management of the Company's affairs and monitor its overall performance to ensure sustainable growth and long-term value creation.
As fiduciaries of the Company, Directors shall discharge their responsibilities with due care,
skill, diligence and integrity. They shall actively participate in the meetings of the Board and Committees on which they serve and contribute effectively towards informed decisionmaking and sound governance practices.
The Board shall focus on setting the strategic objectives of the Company, approving key policies, overseeing risk management and compliance frameworks, and monitoring the
performance of management. While retaining overall oversight and accountability, the
Board may delegate operational and day-to-day management responsibilities to the Senior Management within clearly defined limits of authority.
The Board shall ensure that the organizational structure of the Company supports effective
governance, accountability and decision-making. It shall clearly define the roles,
responsibilities and authority of the Board, its Committees, Senior Management and other control functions to facilitate efficient management and effective oversight of the
Company's operations.

A. Corporate Culture and values
In order to promote a sound corporate culture and values, the Board shall ensure the
following:
1. Establishing and upholding ethical values and governance standards to ensure that
Directors, Senior Management and employees conduct the Company's affairs with
integrity, transparency and in compliance with applicable laws.
2. Fostering a strong risk-aware culture across the organization and ensuring that
business activities are undertaken within the approved risk appetite and risk
management framework of the Company.
3. Ensuring effective communication and implementation of the Company's core
values, Code of Conduct and governance policies across all levels of the
organization.
4. Employees should be encouraged and able to communicate, confidentially and
questionable practices. This will be facilitated through Breach of Integrity and
Whistle Blower/Vigil Mechanism policy including any modification(s) revision(s)
thereto.
B. Oversight of Senior Management
The Board shall oversee the functioning of Senior Management and hold them accountable for the effective implementation of the Company's strategies, policies and objectives. It
shall ensure that the actions and decisions of Senior Management are aligned with the Company's values, governance standards, risk appetite and long-term interests. The Board
shall periodically review the performance, competence and effectiveness of Senior Management, seek necessary information and clarifications for informed decision-making,
and ensure that appropriate succession plans are in place for key managerial and senior leadership positions to maintain continuity in the Company's operations and management.
C. Size of the Board
The strength of the Board of Directors shall be in accordance with the provisions of the Companies Act, 2013, the Articles of Association of the Company and other applicable laws
and regulations. The number of Directors on the Board shall not exceed fifteen (15). However, the Company may appoint more than fifteen Directors after obtaining approval of
the shareholders by way of a Special Resolution, in accordance with the provisions of the Companies Act, 2013.
D. Board Composition
The Board shall have an optimum combination of executive, non-executive and Independent Directors in line with the requirements of the provisions of the Companies Act, 2013, SEBI
(LODR) Regulations, 2015 and other Applicable Laws and the Articles of Association of the Company.
E. Board Meetings and Quorum
The meetings of the Board of Directors shall be convened and conducted in accordance with
the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws. Board Meetings may be held at
the Registered Office of the Company or at such other place as may be decided by the Board from time to time and may also be conducted through video conferencing or other audiovisual
means permitted under applicable laws.
The schedule of Board Meetings shall, as far as practicable, be determined in advance to
facilitate effective participation by all Directors. The quorum for Board Meetings shall be as
prescribed under the Companies Act, 2013 and other applicable laws.
F. Information to be placed before the Board and its Committees
To enable the Board and its Committees to effectively discharge their responsibilities and
make informed decisions, agenda papers containing relevant information and explanatory notes shall be circulated to the members in advance of the meetings in accordance with
applicable laws. The Board and Committee members shall have access to all material
information necessary for deliberation and decision-making, and shall be provided with updates on significant matters affecting the Company's business, operations, financial
performance, compliance and risk management.
G. Agenda for the Meeting
The agenda for the Board and its Committee meetings shall be sent to the Board members
and the Committee members respectively within a reasonable period prior to the Meeting as per Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors
issued by the Institute of Company Secretaries of India and other Applicable Laws.
Each Board member and Committee member as the case may be is free to suggest inclusion
of items in the agenda. With the permission of the Chair and majority of the Directors present, each Board member and Committee member is free to raise any matter(s) that
is/are not on the agenda of the Board and the Committee Meeting respectively and any other matter can be placed for discussion unless there are any regulatory restrictions. However,
with reference to any sensitive matter on the agenda, relevant information can be made available only at the time of the Board Meeting or the Committee meeting.
H. Attendance at Board Meetings
The Directors shall strive to attend all meetings of the Board and its Committees where they
are members. In case a Director is unable to attend specific Board Meeting or its Committees where they are members, he or she shall obtain leave of absence from the
Board or the Committee.
I. Minutes
The minutes of all meetings of the Board and the Committees shall be circulated to the Board and the Committee respectively and shall be noted in the consequent Board Meeting
and Committee meeting respectively as per Companies Act, 2013 and Secretarial Standard Meetings of the Board of Directors issued by the Institute of Company Secretaries of India
and other Applicable Laws. Minutes of meetings of Committees of Board shall be placed
before the Board.

6. BOARD COMMITTEES
To facilitate effective governance and enable focused oversight of key functional areas, the
Board may constitute various Committees from time to time in accordance with the requirements of applicable laws and the business needs of the Company. Such Committees shall assist the Board in discharging its responsibilities efficiently and shall operate within
the scope of authority delegated to them by the Board. The Company shall constitute such mandatory Committees as may be required under the
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI guidelines and other applicable laws, including the Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, IT Strategy Committee and such
other Committees as may be prescribed from time to time. The terms of reference of the above-mentioned Committees shall be determined by the
Board from time to time as per Companies Act, 2013, SEBI LODR Regulations and other Applicable Laws.
A. AUDIT COMMITTEE
The Audit Committee constitution and functioning shall follow the provisions of the Companies Act, 2013 and other Applicable laws. The powers, functions, duties and terms
of reference of the Audit Committee shall be comprehensive and include the requirements
as set out by Section 177 of the Companies Act, 2013 and Regulation 18 read with PART C of Schedule II of SEBI LODR Regulations. The Committee will be vested with necessary
powers, as defined in its terms of reference to achieve its objectives. Composition:
The Audit Committee of the Company shall have minimum of three Directors as members
with at least two thirds of members being Independent Directors. Further, all the members
of the Audit Committee including the Chairperson shall be financially literate and at least one member shall have accounting or related financial management expertise.
The Chairperson of the Committee shall be an Independent Director and he/she shall be present at the Annual General Meeting to answer shareholder queries.
The Company Secretary of the Company shall act as secretary to the Audit Committee.
The members of the Audit Committee shall meet all applicable legal requirements with respect to independence, financial literacy, accounting or related financial expertise, etc.
as required by Companies Act, 2013 and other Applicable Laws. The members of the Audit Committee shall be appointed by the Board of Directors.
The Audit Committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the Audit
Committee, but on occasions it may also meet without the presence of any executives of the Company. Chief Financial Officer, head of internal audit and a representative of the
statutory auditor may be present as invitees for the meetings of the Audit Committee. Meetings and Quorum:
The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.
The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent
directors. Minutes:
The Company Secretary will maintain minutes of the meetings of the Audit Committee as
per the Applicable laws.
B. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee (‘NRC’) constitution and functioning shall follow the provisions of the Companies Act, 2013, SEBI LODR Regulations and other
Applicable laws. The powers, functions, duties and terms of reference of the Nomination and Remuneration Committee shall be comprehensive and include the requirements as set
out by Section 178 of the Companies Act, 2013, Regulation 19 read with Part D of Schedule II of SEBI LODR Regulations and other applicable laws. The Nomination and Remuneration
Committee will be vested with necessary powers, as defined in its terms of reference to achieve its objectives. Composition:
The Nomination and Remuneration Committee of the Board shall have at least three nonexecutive Directors out of which not less than one half shall be Independent Directors. The
Chairperson of the Committee shall be an Independent Director. The chairperson of the Company whether executive or non-executive may be appointed as
member of NRC but shall not act as the chairperson of the NRC. The chairman of the NRC if required shall attend the Annual General Meeting of the Company to answer the shareholders' queries. However, it would be up to the chairman of
the NRC to decide who should answer the queries. Meetings and Quorum: The NRC shall meet at least once in a year. The quorum shall be either two members or one
third of the total members of the NRC, whichever is higher, including at least one
independent director in attendance. Minutes:
The Company Secretary will maintain the minutes of the meeting of the NRC as per Applicable Laws.
Role of Committee: The NRC shall undertake the duties as per the Terms of Reference approved by the Board
 The NRC shall also ensure that fit and proper criteria as required by the RBI Direction and that there is no conflict of interest in appointment of directors and their independence is not subject to potential threats.
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee (‘SRC’) constitution and functioning shall follow
the provisions of the Companies Act, 2013 and other Applicable laws. The powers,
functions, duties and terms of reference of the SRC shall be comprehensive and include the
requirements as set out by Section 178 of the Companies Act, 2013 and other applicable laws. Composition:
The constitution and functioning of SRC shall be in line with the requirements of the SEBI
(LODR) Regulations, 2015 or any other law applicable to the Company. The Committee shall be constituted with at least three directors, out of which one shall be
an independent director. The Chairperson of the SRC shall be a non-executive director. Meetings and Quorum: The SRC shall meet at least once in a financial year. Quorum shall comprise of two members
or one third of the total members, whichever is higher. Minutes: The Company Secretary will maintain the minutes of the meeting of the SRC as per
Applicable Laws. Role of Committee:
The SRC shall consider and resolve the grievances of the security holders of the Company
and undertake the duties as per the Terms of Reference approved by the Board and any other
duties as may be delegated to it from time to time.
D. RISK MANAGEMENT COMMITTEE
The provision of Formation of Risk Management Committee pursuant to Regulation 21 of
Listing Regulations, does not apply to the Company as it is not covered in the below
mentioned categories:
 The top 1000 listed entities, determined on the basis of market capitalization as at
the end of the immediately preceding financial year; and,
 a 'high value debt listed entity'. Further, in line with the regulatory requirements applicable to Non-Banking Financial
Companies (NBFCs) under the Master Direction – Reserve Bank of India (Non-Banking Financial Company– Scale Based Regulation) Directions, 2023 (the 'RBI Master Direction'),
the Company has constituted a Risk Management Committee (RMC) on 02nd September 2024. Composition:
The constitution and functioning of Risk Management Committee shall be in line with the
requirements of the RBI Master Direction, SEBI (LODR) Regulations, 2015 or any other law applicable to the Company. The Committee shall have minimum three members with majority of them being members
of the board of directors, including at least one independent director. The Chairperson of the Committee shall be a member of the Board and the senior executives
of the Company may be members of the Committee. Meetings and Quorum:
The risk management committee shall meet at once in a quarter. The quorum for a meeting
of the Risk Management Committee shall be either two members or one third of the
members of the committee, whichever is higher, including at least one member of the board
of directors in attendance. The meetings of the risk management committee shall be conducted in such a manner that
on a continuous basis not more than one hundred and eighty days shall elapse between any two consecutive meetings. The Company Secretary will maintain minutes of the meetings of the Risk Management Committee as per Applicable Laws.
Role of the Committee:
The Risk Management Committee shall undertake all such duties as decided and delegated
by the Board of Directors to it from time to time and performance of functions specified in
Part D of Schedule II of SEBI LODR Regulations.
E. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Corporate Social Responsibility Committee (‘CSR’) constitution and functioning shall
follow the provisions of the Companies Act, 2013 and other Applicable laws. The powers, functions, duties and terms of reference of the CSR Committee shall be comprehensive and
include the requirements as set out by Section 135 of the Companies Act, 2013. The CSR
Committee will be vested with necessary powers, as defined in its terms of reference to achieve its objectives.
Composition:
The CSR Committee of the Board shall have at least three Directors out of which there shall
be One Independent Directors. Meetings and Quorum:
The CSR shall meet on need basis. Quorum shall comprise of two members or one third of
the total members of the CSR, whichever is higher. Minutes:
The Company Secretary will maintain the minutes of the meeting of the CSR as per
Applicable Laws. Role of Committee:
The CSR shall undertake the duties as per the Terms of Reference approved by the Board and any other duties as may be delegated to it from time to time.
F. IT STRATEGY COMMITTEE (“ITSC”)
While the provisions relating to the constitution of a Board-level Information Technology
Strategy Committee are presently not applicable to the Company being a NBFC-Base Layer,
the Company recognizes the importance of robust information technology governance,
cyber security and data protection practices.
The Board and the Management shall make best efforts to ensure that appropriate
information technology systems, controls, policies and procedures are established and
maintained to support the Company's business operations, safeguard information assets, manage technology-related risks and ensure business continuity. The Company shall
endeavour to adopt industry best practices and comply with applicable regulatory
requirements relating to information technology, cyber security, data governance and digital operations, as may be prescribed from time to time. The Board may, whenever considered necessary or upon applicability of regulatory
requirements, constitute an appropriate committee or designate responsible officials to oversee information technology governance, cyber security and related risk management
functions of the Company.
7.FIT AND PROPER CRITERIA FOR DIRECTORS
The Company shall have a policy put in place for ascertaining the ‘fit and proper’ criteria at the time of appointment of Directors and on a continuing basis. The NRC shall review the
appointment/re-appointment of Directors considering their qualifications, expertise, track record, integrity and other ‘fit and proper’ criteria. The NRC should obtain such
declarations/undertakings, deed of covenant from the Directors and ensure furnishing such statement and certificates as may be prescribed by the Policy on Fit and Proper Criteria for
Directors in line with the RBI Master Direction.
8. KEY MANAGERIAL PERSONNEL
The Company shall appoint key managerial personnel (KMP), as applicable, pursuant to the
provisions of section 203 of the Companies Act, 2013. The Company shall adhere to the Nomination and Compensation Policy of the Company, as may be approved by the Board.
9.VIGIL MECHANISM
The Company shall formulate a vigil mechanism / whistle blower policy to enable directors
and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct. The vigil mechanism / whistle blower policy shall provide a mechanism for an individual to report violations without fear of
victimisation. The said policy shall be hosted on the website of the Company.
10. RISK MANAGEMENT FUNCTION
The Company shall maintain an appropriate risk management framework commensurate
with the size, nature and complexity of its business. The Board and the Risk Management Committee shall oversee the identification, assessment, monitoring and mitigation of risks
faced by the Company. The Company shall comply with all regulatory requirements relating
to risk management, including the appointment of designated risk management personnel,
wherever mandated under applicable laws and regulations.
11. ROTATION OF STATUTORY AUDITORS/AUDIT PARTNER(S) The Company shall appoint/re-appoint/rotate the firms/partner(s) of the Chartered
Accountant firm conducting statutory audit as per the provisions of the RBI Master Direction, the Companies Act, 2013 read with d ‘Guidelines for Appointment of Statutory Central
Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and
NBFCs dated April 27, 2021, as amended. Declaration to be obtained every year from the Statutory Auditors affirming their eligibility for being appointed as Statutory Auditors of the
Company.
12. REVIEW OF POLICY
The Board or its Committee may review the Policy from time to time as may be required.
Changes, if any, shall be effective only upon approval by the Board.