Finkurve Financial Services Ltd Directors Report

To,

The Members,

Finkurve Financial Services Limited

Your directors take the pleasure in presenting the 42 nd Annual Report together with Audited Financial Statements of the Company along with Auditors Report thereon for the financial year ended 31 st March, 2026.

1. FINANCIAL RESULTS:

The summary of the Company s financial performance, for the financial year ( FY ) 2025-26 and FY 2024-25 is given below:

(As per IND-AS) ( in Lakhs.)

Particulars	2025-26	2024-25
Total Revenue	20,986.36	14,105.90
Less: Total Expenses	17,526.84	11,744.00
Add: Share of Profit/ (Loss) of Associates	-	-
Profit/ (Loss) before taxation	3,459.52	2,361.90
Less: Tax Expense	856.11	621.18
Profit/ (Loss) After Tax	2,603.41	1,740.73
Other Comprehensive Income	37.49	(17.13)
Total comprehensive income for the year	2,640.91	1,723.60

2. BUSINESS OVERVIEW:

Your Company is majorly in the business of providing loan against jewellery via its widespread network of branches all over India. The Company is aggressively expanding its presence in various locations for its Gold Loan Product. Complementing the Company s core Gold Loan business, its Non-Gold Loan business offerings continued to gain traction with its unsecured consumer loans, short term / long term inter corporate loans, etc playing a pivotal role in diversifying the Company s consolidated loan portfolio. The Board is in constant search for new business avenues which can be taken with the existing business.

3. FINANCIAL PERFORMANCE HIGHLIGHTS:

Your Company witnessed continuous growth and consistent performance in FY 25-26. The key financial performance indicators for the year are as follows:

The total revenue of the Company was to Rs. 20,986.36 Lakhs in FY 26 as compared to Rs. 14,105.90 Lakhs in the previous year. The profit before tax of the Company was Rs. 3,459.52 Lakhs in FY 26 as compared to Rs. 2,361.90 Lakhs in the previous year. The net profit of the Company was Rs. 2,603.41 Lakhs in FY 26 as compared to Rs. 1,740.73 Lakhs in the previous year.

During the year, the Company continued the expansion of the its lending business and added new branches for better performance in the upcoming years.

4. ACHIEVEMENT OF ASSET SIZE AND CLASSIFICATION AS MIDDLE LAYER NBFC

During the financial year under review, the Company achieved an asset size of 1,000 crore. Accordingly, pursuant to the applicable regulatory framework of the Reserve Bank of India ( RBI ), the Company was classified under the Middle Layer NBFC Category with effect from the date on which the prescribed asset-size threshold was achieved.

The said classification reflects the continued growth of the Company s business and asset base and entails compliance with the regulatory requirements applicable to NBFCs falling under the Middle Layer category. The Company continues to remain committed to strengthening its governance, risk management and compliance framework in line with the applicable RBI regulations and guidelines.

5. SHARE CAPITAL: a. Authorised Share Capital:

There was no change in the Authorised Share Capital of the Company during the financial year 2025- 26. The Authorised Share Capital of the Company stood at 17,00,00,000/- (Rupees Seventeen Crores Only), divided into 17,00,00,000 (Seventeen Crores) Equity Shares of 1/- (Rupee One Only) each, as at March 31, 2026 .

b. Paid-up Share Capital:

During the year under review, the paid-up equity share capital of the Company increased from 12,69,08,606/- to 14,00,50,488/- (Rupees Fourteen Crore Fifty Thousand Four Hundred and Eighty Eight), Pursuant to the allotment of 1,30,13,100 (One Crore Thirty Lakhs Thirteen Thousand One Hundred) Equity Shares of 1/- each through preferential allotment and 1,28,782 (One Lakh Twenty-Eight Thousand Seven Hundred Eighty-Two) Equity Shares of 1/- each under the Employee Stock Option Scheme(s) of the Company to eligible employees. The Equity Shares so allotted rank pari-passu in all respects with the existing Equity Shares of the Company.

The movement of Share Capital is as under:

Particulars	No. of Equity Shares allotted	Cumulative outstanding share capital ( )
Share Capital at the beginning of the year	--	12,69,08,606
Allotment of Shares via Preferential Allotment on May 21, 2025	49,69,000	13,18,77,606
Allotment of Shares via Preferential Allotment on May 27, 2025	80,44,100	13,99,21,706
Allotment of shares to employees on May 27, 2025, pursuant to exercise of options granted under Finkurve ESOP Plan-2018 Scheme	97,500	14,00,19,206
Allotment of shares to employees on October 9, 2025, pursuant to exercise of options granted under Finkurve ESOP Plan-2018 Scheme	31,282	14,00,50,488

Changes after the end of the Financial Year:

In April 2026, the Company allotted 93,500 (Ninety-Three Thousand Five Hundred) Equity Shares of

1/- each at an exercise price of 27/- per share, pursuant to the exercise of options granted under the Finkurve ESOP Plan-2018.

6. EMPLOYEE STOCK OPTIONS:

During the financial year, the Company, in its meetings held on May 27, 2025 and October 9, 2025, allotted 97,500 and 31,282 equity shares, respectively, of face value of 1/- each, under the Finkurve ESOP Plan 2018. The disclosures as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI Circular CIR/CFD/ POLICY CELL/2/2015 dated 16th June 2015 is attached to this report as Annexure I

The Company has implemented an ESOP scheme called Finkurve ESOP Plan (Finkurve ESOP 2018) in accordance with Securities Exchange Board of India (Share Based Employees Benefits), 2014 for grant of stock options to eligible employees of the Company and its Subsidiary (if any). The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Options Scheme of the Company. During the year under review, the Company granted 7,81,794 fresh stock options to eligible employees under the Employee Stock Option Plan(s) of the Company.

The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company s website, https://www.arvog.com/investors.html.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Investor Education and Protection Fund As per Section 124 and 125 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends that remain unclaimed/ unpaid for a period of seven years will be transferred to the Investor Education and Protection Fund ( IEPF ).

Similarly, in the case of Non-Convertible Debentures ( NCDs ), the unclaimed interest and principal amounts are also required to be transferred to the IEPF Authority within thirty (30) days from the expiry of seven (7) years, as per the relevant provisions of the IEPF.

During the financial year 2025-26, there being no such unclaimed / unpaid dividend or interest, and therefore the Company has not transferred any amount to Investor Education and Protection Fund ( IEPF ).

8. DIVIDEND:

With a view to conserve the reserves of the Company, your directors are not recommending any payment on account of dividend.

9. TRANSFER TO RESERVES:

Your Board of Directors has transferred an amount of 2,603.41 lakhs, representing the profit for the year, to the Reserves. Out of this amount, 520.68 lakhs has been transferred to the Statutory Reserve maintained pursuant to Section 45-IC of the Reserve Bank of India Act, 1934.

10. RESOURCE MOBILIZATION/FUND RAISING:

Issuance of Non-Convertible Debentures on a Private Placement basis:

During the year under review, your Company raised an aggregate amount of 191 crore through the private placement of NCDs. These NCDs are listed and traded on the BSE Limited ( BSE ).

The movement of NCDs is as under:

ISIN	Issue Size ( Total)	Issue Date
Year 2025-26
INE734I07032	21,00,00,000	13-Aug-2025
INE734I07040	20,00,00,000	25-Nov-2025
INE734I07057	30,00,00,000	25-Nov-2025
INE734I07065	35,00,00,000	31-Dec-2025
INE734I07073	60,00,00,000	12-Feb-2026
INE734I07099	25,00,00,000	23-Mar-2026

After the end of the Financial Year:

After the end of the financial year and as on the date, the Company raised 225 crore through the private placement of Non-Convertible Debentures (NCDs). The NCDs have been listed on and are traded on

BSE Limited ( BSE ).

ISIN	Issue Size ( Total)	Issue Date
Year 2026-27
INE734I07107	75,00,00,000	13-May-2026
INE734I07115	1,00,00,00,000	16-Jun-2026
INE734I07123	24,00,00,000	29-Jun-2026
INE734I07123	26,00,00,000	29-Jul-2026

Utilization of Funds

During the year under review, your Company successfully raised funds through issuance of Non-Convertible Debentures (NCDs) and Equity Shares through Preferential allotment. These funds were raised to support the Company s growth plans, strengthen its balance sheet, and ensure adequate liquidity to meet operational and regulatory requirements.

The utilization of proceeds has been in line with the objects stated in the offer documents and the Board periodically reviews their deployment to ensure compliance and effective use of capital.

11. CREDIT RATING:

Your Company s financial discipline and prudence is reflected in the strong credit ratings prescribed by credit rating agencies. The following credit ratings were assigned / Reaffirmed to the Company as on March 31, 2026.

Date	Rating Agency		Instrument Type	Size of Issues ( Crore)	Rating/Outlook
September 30, 2025	CRISIL Limited	Ratings	Non-Convertible Debentures	100	CRISIL BBB/Stable (Assigned)
September 30, 2025	CRISIL Limited	Ratings	Non-Convertible Debentures	100	CRISIL BBB/Stable (Reaffirmed)
September 30, 2025	CRISIL Limited	Ratings	Total Bank Loan Facilities Rated	200 (Enhanced from Rs.125 Crore)	CRISIL BBB/Stable (Reaffirmed)
December 25, 2025	CRISIL Limited	Ratings	Non-Convertible Debentures	100	CRISIL BBB/Stable (Reaffirmed)
December 25, 2025	CRISIL Limited	Ratings	Non-Convertible Debentures	100	CRISIL BBB/Stable (Reaffirmed)
December 25, 2025	CRISIL Limited	Ratings	Total Bank Loan Facilities Rated	300 (Enhanced from Rs.200 Crore)	CRISIL BBB/Stable (Reaffirmed)
January 06, 2026	CRISIL Limited	Ratings	Non-Convertible Debentures	100	CRISIL BBB/Stable (Assigned)
January 06, 2026	CRISIL Limited	Ratings	Non-Convertible Debentures	100	CRISIL BBB/Stable (Reaffirmed)
January 06, 2026	CRISIL Limited	Ratings	Non-Convertible Debentures	100	CRISIL BBB/Stable (Reaffirmed)
January 06, 2026	CRISIL Limited	Ratings	Total Bank Loan Facilities Rated	300	CRISIL BBB/Stable (Reaffirmed)

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors plays a pivotal role in upholding the Company s corporate governance framework and overseeing its operations to ensure that the Management acts in the best interests of the Company and its stakeholders. The Company believes that a well-informed, independent and actively engaged Board is fundamental to maintaining high standards of corporate governance.

The Board is supported by its various Committees, each of which ensures that specific matters receive the appropriate attention and consideration. These Committees focus on key areas, make informed decisions within the framework set by the Board, and provide recommendations on issues within their respective purviews. Each Committee operates under clearly defined terms of reference, which outline the authority delegated by the Board.

The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience, expertise and proficiency, as applicable, and uphold the highest standards of integrity and ethical conduct.

Appointment and Cessation of Directors and Key Managerial Personnel

During the year under review, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company took on record the appointments, re-appointments, cessations, and retirements of various Directors and Key Managerial Personnel ( KMP ), respectively, in accordance with the applicable provisions of the Act and the Listing Regulations.

(a) Retire by rotation:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ketan Kothari (DIN: 00230725), Non-Executive , is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

(b) Cessations:

Mr. Narendra Champalal Jain (DIN: 06910038) has ceased to be a Wholetime Director of the Company, w.e.f. the close of business hours of August 30, 2025. This cessation is consequent to the completion of his Five (5) years a Wholetime Director of the Company.

(c) Resignation:

During the period under review, the following resignations were accepted by the Company:

Mr. Sunny Parekh (A32611), Company Secretary & Compliance Officer, resigned from his position due to other professional commitments, with effect from the close of business hours on May 31, 2025. Mr. Amit Shroff (PAN: BKGPS8629N), Chief Executive Officer (CEO), resigned from his position as Chief Executive Officer of the Company with effect from the close of working hours on October 31, 2025.

(d) Appointment:

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the following appointments were approved by the Company:

Mrs. Kajal Parmar (Membership No. A65484) was appointed as the Company Secretary and Compliance Officer of the Company, with effect from June 1, 2025. Mr. Naveen Kottala (PAN: BCPPK1609F) was appointed as the Chief Executive Officer (CEO) of the Company, with effect from November 18, 2025.

Changes after the end of Financial Year:

(a) Appointment:

On April 24, 2026, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors considered and approved the appointment of Mr. Rajendran Chinna Veerappan (DIN: 00460061) as an Additional Non-Executive, Non-Independent Director of the Company. Subsequently, his appointment was regularised by the Members of the Company through Postal Ballot on July 8, 2026, and he was appointed as a Non-Executive, Non-Independent Director of the Company.

On June 25, 2026, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors considered and approved the appointment of Mr. Raju Shah (PAN: ALRPS0502M) as the Chief Risk Officer ( CRO ) and Mr. Husain Mohammed Pittalwala (PAN: CWPPP6582D) as the Compliance Head of the Company.

13. MEETING OF DIRECTORS & COMMITTEES AND BOARD EFFECTIVENESS

Board of Directors:

During the year under review, the Board of Directors met Thirteen (13) times to discuss and approve various matters including financials, raising of funds through issuance of securities, appointment of auditor, review of audit reports and other Board matters. For further details, please refer to the report on Corporate Governance forming part of this Annual Report.

Committees of the Board:

In accordance with the applicable provisions of the Act, Listing Regulations and Reserve Bank of India (Non-Banking Financial Companies Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 dated November 28, 2025, the Company has the following Committees:

Statutory Board Committees:

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders Relationship Committee

Risk Management Committee

Asset Liability Management Committee

The Board of Directors have set up various Committees, delegated powers and assigned roles and responsibilities with well-documented terms of reference for each Committee.

Changes after the end of the Financial Year:

Pursuant to the Company being classified under the Middle Layer of the NBFC Scale-Based Regulatory Framework, the Company constituted/reconstituted various committees as required under the applicable directions and guidelines issued by the Reserve Bank of India ( RBI ). The committees constituted are as follows:

IT Strategy Committee (ITSC)

Information Security Committee (ISC)

Information Security Audit Committee

Committee on Lending to Related Parties

Special Committee of the Board for Monitoring and Follow-up of cases of Frauds (SCBMF)

Committee of Executives (COE)/ Identification Committee

Con IT Steering Committee sumer Protection Committee

Board Effectiveness

Familiarization Program for the Independent Directors

Details of the Familiarization Program are provided in the Corporate Governance Report forming part of this Annual Report and are also available on the website of the Company at https://www.arvog.com/investors

Evaluation of Board, its Committees and Directors

The evaluation process, manner and performance criteria as carried out for Board, its Committees and Directors is explained in the Corporate Governance Report forming part of this Annual Report.

Declaration by Independent Directors

Your Company has received necessary declarations from each Independent Director of the Company, pursuant to the provisions of section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The above-mentioned declarations were placed before the Board and in the opinion of the Board, all the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are Independent to the Management and that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability to discharge their duties with an objective of independent judgment and without any external influence.

All the Independent Directors of the Company have registered themselves on the Independent

Directors Databank mandated by the Indian Institute of Corporate Affairs as per the requirements of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Fit and Proper Criteria & Code of Conduct

Your Company has received undertaking and declaration from each Director on fit and proper criteria in terms of the provisions of Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions 2025. The Board have confirmed that all existing Directors are fit and proper to continue to hold the appointment as Directors on the Board, as reviewed and recommended by the Nomination and Remuneration Committee on fit and proper criteria under Reserve Bank of India (Non- Banking Financial Companies - Governance) Directions 2025.

All the Directors of the Company have affirmed compliance with the Code of Conduct of the Company. The Declaration of the same is provided in the Corporate Governance Report which forms part of this Annual Report.

Remuneration Policy and criteria for selection of candidates for appointment of Directors

Your Company has in place policy for remuneration of Directors and Key Managerial Personnel along with a well-defined criteria for the selection of candidates for appointment on the said positions, duly approved by the Board of Directors.

The Nomination and Remuneration Policy is also available on the website of the Company at https://www.arvog.com/investors

Succession Planning

Your Company has in place a succession planning framework for Directors and KMP to address anticipated, as well as unscheduled changes in leadership for continuity and smooth functioning of the Company.

14. CORPORATE GOVERNANCE

Your Company is committed to creating long term value for all stakeholders while upholding the highest standards of integrity, social responsibility, environmental stewardship and regulatory compliance. The Company s actions are driven by core values and guiding principles that are deeply embedded across every level of the organization. These principles have consistently shaped the Company s journey and will continue to guide the Company into the future.

The report on Corporate Governance for FY 2025-26, as stipulated under the Listing Regulations and Reserve Bank of India (Non-Banking Financial Companies Financial Statements: Presentation and Disclosures) Directions, 2025, forms an integral part of this Annual Report.

15. RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions ( RPTs ) ( RPT Policy ), as amended from time to time. The Policy provides for identification of RPT, necessary approvals from the Audit Committee/ Board/ Members, reporting and disclosure requirements in compliance with the provisions of the Act and Listing Regulations. The said Policy can be accessed on the website of the Company at https://www.arvog.com/investors.

All contracts or arrangements executed by the Company during the year under review with related parties were on arm s length basis and in the ordinary course of business. Hence, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC-2 is attached to this report as Annexure II .

All such RPTs were placed before the Audit Committee/ Board/Members for their approval, wherever applicable. You may refer to note no. 34 of the Financial Statements, which contain related party disclosures.

Your Company has obtained the Member s approval on Material RPTs in the last AGM held on September 30, 2025 for Financial Year 2025-26. Considering that the Company is a NBFC-ML and given the nature of its business and operations, it will continue to enter into various RPTs in the ordinary course of business. Accordingly, the Company has sought approval from the Members for material RPTs, the details of which are available in the Notice convening the AGM of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ( CSR ) Committee of the Board has formulated and recommended to the Board a CSR Policy indicating the CSR activities which can be undertaken by the Company. The Board approved the CSR Policy which is available on the website of the Company at https://www.arvog.com/investors .

During the year under review, your Company allocated 2% of its average net profits of the preceding three financial years (computed as per the relevant provisions of the Act) on CSR projects. The details thereof are mentioned in the CSR Annual Report, attached as Annexure III to this report.

17. FINANCIAL LIQUIDITY

The Companys liquidity position remained strong and resilient throughout the year, supported by robust cash reserves and steady cash flows from its lending and investment operations. In line with regulatory expectations for NBFCs, the Company took a proactive approach to liquidity management, ensuring its financial position stayed well-aligned with both operational needs and compliance requirements.

During the year under review, the Company strengthened its financial liquidity and funding position through a combination of issuance of Non-Convertible Debentures (NCDs), bank borrowings and infusion of capital through issuance of Equity Shares and share warrants on a preferential basis. These sources of funding enhanced the Companys liquidity position, strengthened its financial flexibility and supported the expansion of its lending activities and overall business operations.

As on March 31, 2026, the Companys cash and cash equivalents stood at 10,212.19 lakhs, a significant increase from 1,545.25 lakhs in the previous year. This growth reflects the Companys disciplined approach to balancing liquidity with returns maintaining enough of a buffer to comfortably meet its financial obligations, while deploying surplus funds efficiently to generate revenue.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS:

The Company has put in place proper systems and procedures to detect and protect the Organizational resources both tangible and intangible. The Company has also put in place the following to ensure the adequacy of internal financial controls.

The Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the Organization is in accordance with the approved policies of Financial Statements, Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided by your Company forms part of this report. During the year under review, the disclosures on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as specified under Regulation 34 read with Schedule V of the Listing Regulations and Reserve Bank of India (Non-Banking Financial Companies Financial Statements: Presentation and Disclosures) Directions, 2025 dated November 28, 2025, as amended from time to time, is included in a Separate section forming part of this Annual Report.

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Risk management forms an integral element of our business strategy. As a lending institution, we are exposed to various risks that are related to our lending business and operating environment. Our objective in risk management processes is to appreciate measure and monitor the various risks we are subject to and to follow the policies and procedures to address these risks. The Company s Risk Management Committee of the Board of Directors constituted in accordance with the Reserve Bank of India regulations has overall responsibility for overseeing the implementation of the Risk Management Policy.

The committee meets frequently to review the Risk Management practices. Risk Management department periodically places its report to the committee for review. The committee s suggestions for improving the Risk Management Practices are implemented by the Risk Management department. The primary responsibility for managing the various risks on a day to day basis will be with the heads of the respective business units of the Company. The major types of risk we face are collateral risk, operational risk, liquidity risk, market risk (which includes interest rate risk), , Prepayment risk and Business cycle risk.

The framework visualizes empowerment of various Business Units at the operating level, with Technology as the key driver that enables identification and management of risks at place of origination itself.

22. ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Act and the Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2025 is placed on the website of the Company and can be accessed at https://www.arvog.com/investors .

23. CAPITAL ADEQUACY

Your Company remains committed to maintaining a strong capital adequacy position in line with regulatory requirements and best practices within the financial services industry. As on March 31 2026, the Capital to Risk Assets Ratio ( CRAR ) of the Company was 31.13% which is well above the minimum requirement of 15% CRAR prescribed by the RBI.

Out of the above, Tier I capital adequacy ratio stood at 30.74% and Tier II capital adequacy ratio stood at 0.38% respectively.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on energy conservation, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure IV to this Report.

26. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy/Vigil Mechanism and has established the necessary vigil mechanism for Directors and Employees of the Company to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company s Code of Conduct or Ethics Policy. The Company has disclosed the policy on the website of the Company at https://www.arvog.com/investors .

27. PREVENTION OF SEXUAL HARASSMENT

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace and has duly constituted an Internal Complaints Committee under the same.

The details of complaints received during the year 2025- 26 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

Particulars	Cases
Number of complaints of sexual harassment received during the year	0
Number of complaints disposed off during the year	NA
Number of cases pending for more than 90 days	NA
Number of Cases pending at the end of the year	NA

28. COMPLIANCE WITH MATERNITY BENEFIT ACT,1961:

In compliance with the provisions of the Maternity Benefit Act, 1961 and the Rules framed thereunder, the Company has implemented a comprehensive Maternity Benefit Policy. This policy outlines employee entitlements related to maternity leave, salary, benefits and other associated provisions and the Company has duly complied with the same during the period under review. The Company confirms that all eligible women employees received the required benefits, including paid leave, continued salary and service and post-maternity support like nursing breaks and flexible work options.

29. PARTICULARS OF EMPLOYEES

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

2014 are provided in Annexure V to this Report.

Further, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and other details as mentioned in Rule 5(3) of the aforesaid Rules, forms part of this Report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information.

30. STATUTORY AUDITOR AND AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the current Statutory Auditor of the Company, M/s. Ladha Singhal & Associates, Chartered Accountants having FRN: 120241W as the Statutory Auditors of the Company.

The Board of Directors of the Company at its meeting held on September 5, 2025, based on the recommendation of the Audit Committee, have recommended for appointment of M/s. Ladha Singhal & Associates, Chartered Accountants having FRN: 120241W as the Statutory Auditors of the Company for a term of five consecutive years. Accordingly, the Company appointed M/s. Ladha Singhal & Associates, Chartered Accountants as the Statutory Auditors of the Company for a term of five years in the AGM held on September 30, 2025, from the conclusion of 41st Annual General Meeting till the conclusion of 46 th Annual General Meeting of the Company to be held in the year 2030.

STATUTORY AUDITORS QUALIFICATION:

There are no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an Audit for the financial year 2025-26 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report was submitted to the stock exchanges within 60 days from the end of the financial year and the same is available on the Company s website at the weblink www.arvog.com/investor

32. SECRETARIAL AUDIT

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in line with the recent amendments to Regulation 24A of the Listing Regulations, mandating the appointment of a Secretarial Auditor for a continuous term of five years, the Board at its meeting held on September 5, 2025, has appointed M/s. Mayank Arora & Co., Practising Company Secretary, Mumbai, (Certificate of Practice number: 13609/Peer Review Certificate No. 5923/2024) as the Secretarial Auditor of the Company to conduct Secretarial Audit of the Company for a term of five (5) consecutive financial years commencing from FY 2025-26 to FY 2029-30.

SECRETARIAL AUDITORS QUALIFICATION:

The qualification in the Secretarial Compliance Report and Secretarial Audit Report for the year ended 31st March, 2026 and the reply of the Board of Directors to such qualifications are as under:

Sr no. Qualification/ Observation in the Secretarial Compliance Report and Secretarial Audit Report	Reply to the qualifications/ observations by the Board
1 Pursuant regulation 23(9) the listed entity has to make disclosures of Related Party Transactions after every six months on the date of publication of its standalone and consolidated financial results. The Company had uploaded the PDF copy of the financial results within the prescribed timeline. However, the XBRL filing for the same was submitted on the following day, resulting in a delay of one day for the quarter and half year ended i.e. 30th September, 2025.	The delay of one day in filing the XBRL disclosure was due to an inadvertent procedural oversight. The financial results had been submitted within the prescribed timeline through PDF filing. The applicable SOP fine imposed by the Stock Exchange(s) has been duly paid, and necessary measures have been taken to avoid recurrence.
2 Pursuant regulation 60 and 42, the listed entity shall give notice in advance of atleast three working days (excluding the date of intimation and the record date) to the recognised stock exchange (s) of the record date or of as many days as the stock exchange(s) may agree to or require specifying the purpose of the record date. However, The Company has failed to intimate the record date for payment of Interest for the month of September 2025. The company took the necessary corrective steps to make the default good and also paid the SOP fine of Rs. 10,000/- imposed by the stock exchange(s).	The delay in intimating the record date for payment of interest for September 2025 was due to an inadvertent administrative oversight. The necessary corrective action was taken and the SOP fine was duly paid. The Company has strengthened its compliance monitoring mechanism to prevent recurrence.

33. REPORTING OF FRAUDS BY AUDITORS

During the year under review, there was no fraud reported by auditors of the Company requiring a disclosure in the Board s report as given under Section 143 (12) of the Act read with Companies (Audit and Auditors) Rules, 2014.

34. RBI DIRECTIONS

As per Master Direction - Reserve Bank of India (Non-Banking Financial Companies Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, the Company has been classified as NBFCs-Middle Layer (ML). The Company continues to comply with all the applicable directions, circulars, notifications and guidelines etc. issued by the RBI applicable to NBFCs ML from time to time.

35. OBSERVANCE OF THE SECRETARIAL STANDARDS

The Board affirms that a proper system have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Act, during the FY 2025-26, the Company has adhered with the applicable provisions of the Secretarial Standards, as amended from time to time, issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

36. DEPOSITS

During the year under review, the Company did not accept/renew any deposits within the meaning of Section 73 of the Act and the Rules made thereunder and Reserve Bank of India (Non-Banking Financial Companies Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 and the Directions referred to therein.

37. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review, no significant or material orders have been passed by any Regulator, Court or Tribunal that could impact the going concern status or the Company s future operations.

38. DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Act, the Directors subscribe to the Directors Responsibility Statement and to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed and there were no material departures; ii. they have 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 of the Company for that year; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. AUCTIONS HELD DURING THE YEAR:

During the Financial Year under review, the Company conducted auctions in respect of the relevant assets pursuant to the applicable regulatory and internal policy requirements. The details of such auctions, as required to be disclosed in the Annual Report in accordance with the applicable provisions of the Reserve Bank of India s Scale Based Regulation (SBR) Framework for Non-Banking Financial Companies, are set out below:

No. of Loan Accounts	73
Outstanding amounts including Interest (in INR)	49,00,282
Value fetched	62,14,879
Whether any of its sister concerns participated in the auction	No

40. GENERAL

Your Directors state that during FY 2025-26: i. the Company has not issued equity shares with differential rights as to dividend, voting or otherwise; ii. the Company has not issued any sweat equity shares during the year;

iii. the Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of Section 148 of the Act and the Rules framed there under; iv. there is no change in nature of business of the Company during the year; v. the Company has not defaulted in repayment of loans from banks and financial institutions; vi. the Company had not made any application under the Insolvency and Bankruptcy Code, 2016

(the Code ). As at March 31, 2026, no applications have been filed or are pending under the

Code. No proceeding is pending against the Company under the Code; vii. there was no instance of one-time settlement with any bank or financial institution; viii. the Company does not have any subsidiary, associate or joint venture company as on year end. ix. the details of Debenture Trustees of the Company are as follows:

Particulars	Catalyst Trusteeship Limited
Address	Unit No-901, 9th Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai-400013
Contact Details	+91 22 49220555
Email	dt.mumbai@ctltrustee.com
Website	www.catalysttrustee.com

41. APPRECIATION

Your Directors gratefully acknowledge the valuable support extended by all stakeholders of the Company, including customers, members, investors, dealers, vendors, bankers, and other business partners, during the year. Our employees continue to play a key role in helping the Company scale new heights year after year, and their commitment is deeply appreciated. The involvement of Members is also greatly valued, and your Directors look forward to your continued support.

By order of the Board of Directors For Finkurve Financial Services Limited

Sd/-
Ketan Kothari
Chairman
(DIN: 00230725)