SG Finserve Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Thirty-two (32nd) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026 ("FY 2026").

FINANCIAL PERFORMANCE

The key highlights of the audited financial statements are presented in the below table:

(Amount in Rs. Lakhs)

Particulars	March 31, 2026	March 31, 2025
Revenue from operation	33,341.28	16,997.14
Add: Other Income	24.64	28.46
Total Revenue	33,365.92	17,025.60
Profit before Finance cost, Depreciation and Tax	30,668.66	14,264.02
Less: Finance Cost	13,445.63	3,197.53
Less: Depreciation	68.06	50.54
Profit before tax	17,154.97	11,015.95
Less: Tax	4,389.25	2,916.93
Profit for the year	12,765.72	8,099.02

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the year under review, your Company achieved Total Revenue and Net Profit of H33,365.92 lakh and H12,765.72 lakh respectively as against Total Revenue and Net Profit of H17,025.60 lakh and H8,099.02 lakh respectively during the previous financial year ended March 31, 2025.

MATERIAL EVENTS AND COMMITMENTS

Changes to the Constitutional Documents During The Year Under Review

The Members of the Company, through Postal Ballot dated March 12, 2026, approved the amendment to Clause III(A) – Main Objects of the Memorandum of Association pursuant to provisions of the Sections 4 and 13 of the Companies Act, 2013. The amendment, inter alia, enables the Company: i. receivables and factoring services; ii. acting as settlor, sponsor or investment manager to investment funds; iii. to promote, establish, acquire, subscribe to, invest in, entities engaged in securitisation and asset reconstruction businesses; iv. to promote, establish, acquire, subscribe to, invest in, entities engaged in insurance broking and allied services; v. to promote, establish, acquire, subscribe to, invest in, entities engaged in information technology and digital platform-based financial services.

Listing of Equity Shares

During the year under review, the equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) with effect from August 05, 2025, pursuant to the approval granted by NSE vide its letter dated August 01, 2025. The listing on NSE marks a significant milestone in enhancing the Companys market presence, liquidity, and investor reach.

APPROVAL FOR FACTORING BUSINESS

The Company was granted a Certificate of Registration by the Reserve Bank of India ("RBI") on January 07, 2026, permitting it to commence and carry on the business of factoring.

DIVIDEND

Keeping in view the need to augment the resources of the Company for future, your Directors do not recommend the payment of dividend for FY 2025-26.

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has adopted a Dividend Distribution Policy. During the year under review, there have been no changes to the policy. Hence, the same is not annexed to this report, as the same is available on our website at https://www. sgfinserve.com/static/media/Dividend%20Distribution%20 policy.68aad8fc8d4dd3943eda.pdf.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2025-26, is available on the Companys website at https://www.sg_nserve.com/annual-return.

MANAGEMENTS DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section, forming an integral part of this Annual Report. Certain statements in the report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits during the year under review.

TRANSFER TO RESERVE FUND

Your Company has transferred an amount of H25.53 crore to the statutory reserves in accordance with the requirements of Section 45-IC(1) of the Reserve Bank of India Act, 1934.

CAPITAL ADEQUACY RATIO

The Companys capital adequacy ratio as of March 31, 2026, is 36.58% as against 43.46% as at March 31, 2025. The minimum capital adequacy ratio prescribed by the Reserve Bank of India is 15%.

SHARE CAPITAL STRUCTURE

Share Capital	Amount in D
Authorised Share Capital (7,00,00,000 Equity Shares of H10 each)	70,00,00,000
Issued, Subscribed and Paid-up Share
Capital (6,52,67,222 Equity Shares of H10 each)	65,26,72,220

CHANGES IN SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION

During the year under review, there was no change in the Authorized Share Capital of the Company, which continues to stand at H70,00,00,000 (Rupees Seventy Crore), divided into 7,00,00,000 (Seven Crore) equity shares of H10/- each.

The paid-up equity share capital as on March 31, 2026, stood at H65,26,72,220.

During the year under review and up to the date of this Report, the Company has converted the following Fully Convertible Warrants into an equivalent number of equity shares and the paid-up equity share capital of the Company has increased to H65,89,50,000.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and pursuant to Articles of Association of the Company, Mr. Rohan Gupta (DIN: 08598622) Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment for the consideration of the members of the Company at the ensuing AGM.

CHANGE IN KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Ritu Nagpal resigned as Company Secretary and Compliance Officer with effect from closure of business hours on August 31, 2025, and Mr. Kush Mishra was appointed in her place with effect from October 13, 2025. Further, Mr. Sorabh Dhawan resigned as Chief Executive Officer with effect from closure of business hours on November 03, 2025, and Mr. Vinay Gupta was appointed in his place with effect from November 24, 2025. Further, Mr. Sahil Sikka resigned as Chief Financial Officer and Chief Operating Officer with effect from closure of business hours on December 31, 2025, and Mr. Sanjay Rajput was appointed as Chief Financial Officer in his place with effect from January 01, 2026.

CORPORATE GOVERNANCE REPORT

The Corporate Governance report which forms a part of Boards Report which states that a detailed Companys corporate governance practices, is provided in Annexure ‘B, together with the certificate from the Secretarial Auditors confirming compliance with the SEBI Listing Regulations.

CREDIT RATING

The Credit ratings of the Company as on March 31, 2026, are summarised below:

Rating Agency	Instrument	Amount Rated (In Cr.)	Rating
ICRA Limited	Long-term – Fund-based / Non-fund based	2,600	ICRA AA(CE) / Stable
ICRA Limited	– Others Non-convertible debentures	200	ICRA AA(CE) / Stable
ICRA Limited	Commercial Paper	200	ICRA A1+

DEBENTURES

During the year under review, the Company carried out a modification in the terms of its senior, rated, listed, secured, taxable, and redeemable Non-Convertible Debentures aggregating to H50,00,00,000 (Rupees Fifty Crores only), bearing ISIN INE618R07012 ("Debentures"), with respect to the call option date and call option notice period. The said modifications were approved by the Debenture Holders, the Debenture Trustee, and the Stock Exchange.

Subsequently, on April 6, 2026, the Company exercised the call option and redeemed the aforesaid Non-Convertible Debentures in full.

CODE FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has adopted (i) the code of practices and procedures for fair disclosure of unpublished price sensitive information and (ii) the code of conduct to regulate, monitor and report trading by insiders, in terms of the said Regulations.

BOARD AND COMMITTEES MEETINGS

During the financial year 2025-26, Five meetings of the Board of Directors were held. The details of the composition of the Board and its committees, as well as the Meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance, which is forming a part of this Boards Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, all the Independent Directors are possessing integrity, expertise and experience (including the pro_ciency) in their respective domains.

CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company at https://www.sg_nserve.com/policy.

The Policies are reviewed periodically by the Board and updated on the basis of requirement in accordance with revision in compliance guidelines.

THE KEY POLICIES ARE AS FOLLOWS: I. Nomination and Remuneration Policy

In accordance with the provisions of section 134 (3)(e) of the Companies Act, 2013 read with the provisions of Section 178(3) and 178(4) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted the policy on appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter – alia includes the criteria for determining qualifications, positive attributes and independence of Directors.

Your company has also adopted the policy on remuneration of Directors, Key Managerial Personnel and Employees in accordance with the provisions of section 178(3) and 178(4). The Policy is available on the Companys website https://www.sg_nserve.com/policy.

II. Risk Management Policy

Your Company has a comprehensive Risk Management Policy in place and laid down a well-defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Policy is available on the Companys website https://www.sg_nserve.com/policy.

III. Whistle Blower Policy – Vigil Mechanism

Adequate vigil mechanism for Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct is in place and the same have been disclosed on the website of the Company https://www.sg_nserve.com/policy. No complaints under the whistle blower policy were received during the Financial Year 2025-26.

IV. Corporate Social Responsibility ("CSR") Policy

At SG Finserve, the Company believes in inclusive growth and sustainable development, and remains committed to creating a positive impact on society. The CSR initiatives of the Company are guided by its CSR Policy and are in alignment with the provisions of Section 135 of the Companies Act, 2013.

During the year under review, the Company has complied with the applicable provisions relating to CSR under the Companies Act, 2013. The Company continues to focus on undertaking meaningful CSR activities in identified areas, with an emphasis on contributing towards social and economic development.

The CSR initiatives of the Company are aimed at creating long-term value for the community and are implemented in accordance with the approved CSR Policy. The Company is also exploring additional avenues to further strengthen its CSR efforts and expand its outreach in the coming years.

The Annual Report on CSR activities for the financial year 2025–26, detailing the objectives, implementation, and outcomes of our CSR initiatives, is annexed to this report as Annexure ‘C. The CSR Policy is available on our website and can be accessed at: https://www.sg_nserve.com/csr-initiative.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITORS AND AUDITORS REPORT

The members of the Company in the 31st Annual General Meeting held on September 23rd, 2025 had appointed M/s SP Chopra & Co, Chartered Accountants (Firm Registration

Number: 000346N) as the Statutory Auditors of the Company, to hold office from the 31st AGM held in the financial year 2025 till the conclusion of the 34th AGM to be held in the financial year 2028.

There have been no qualifications, reservations or adverse remarks given by the Statutory Auditors in their Report for the year under review.

INTERNAL AUDITORS

In terms of provisions of section 144 of Companies Act, 2013, the Company has appointed Mr. Saurabh Mishra as Internal Auditor of the Company to carry out the Internal Audit in consultation with Ernst & Young ("EY") of various operational areas of the Company.

SECRETARIAL AUDITORS

The members of the Company in the 31st Annual General Meeting held on September 23rd, 2025 had appointed M/s Parikh & Associates, Company Secretaries (Firm Registration Number: P1988MH009800) to conduct the Secretarial Audit of the Company to hold office from 31st AGM held in the financial year 2025 till the conclusion of the 36th AGM to be held in the financial year 2030. In accordance with the provisions of Section 204(1), the Secretarial Audit Report for the financial year 2025-26 is appended to this report as Annexure ‘D. The same does not contain any adverse remark or disclaimer.

The Secretarial Auditors Report for the financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

COST RECORDS AND COST AUDITORS

The provisions relating to the Cost Audit and Records as prescribed under the Section 148 of the Act, are not applicable to the Company.

REPORTING OF FRAUDS BY THE AUDITORS TO THE COMPANY

During the year under review, the Auditors have not reported any instance of fraud to the Audit Committee and Board as per provisions of the Section 143(12) of the Companies Act, 2013.

COMPLIANCE

Your Company is registered with Reserve Bank of India under Section 45IA of the Reserve Bank of India Act, 1934. Further, your Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations applicable to the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has laid down set of standards, processes and structure which enables to implement Internal Financial controls across the organisation with reference to Financial Statements and that such controls are adequate and operating effectively. During the year under review, no material or serious deviation has been observed for ine_ciency or inadequacy of such controls.

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The Board afirms that the Company has developed and implemented a comprehensive Risk Management Policy. This policy outlines a structured and proactive approach to identifying, assessing, mitigating, and monitoring various risks that could potentially impact the Companys operations, financial performance, and long-term sustainability.

COMPLIANCE WITH SECRETARIAL STANDARDS OF THE INSTITUTE OF COMPANY SECRETARIES OF INDIA("ICSI")

The Company has complied with the applicable Secretarial Standards issued by ICSI.

COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all Board members and senior management personnel which is available on the website of the Company i.e. https://www.sg_nserve.com/investor. The Company has received confirmations from all the Board members and senior management personnel regarding compliance of the Code during the year under review. A declaration signed by the Chief Executive Officer ("CEO") in this regard is attached as ‘Annexure E.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING ("BRSR")

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report ("BRSR") is applicable to the top 1,000 listed entities based on market capitalization.

The Company was previously covered under the aforesaid criteria and, accordingly, continues to prepare and disclose the BRSR in compliance with the applicable regulatory requirements. The Company has adopted a Policy on BRSR. The BRSR, in the format prescribed by SEBI, along with the relevant disclosures, is available on the Companys website and can be accessed at: https://www.sg_nserve.com/investor.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW

Being a Non-Banking Finance Company and not involved in any industrial or manufacturing activities, the Companys activities involve low energy consumption and has no particulars to report regarding conservation of energy, technology and absorption.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

The Company has adopted a policy on related party transactions for the purpose of identification, monitoring and approving of such transactions. The Related Party Policy is available on website of the Company and the weblink for the same is https://sg_nserve.com/static/media/RPT%20 Policy.1c9184bb7096d24e5a59.pdf.

During the year, your Company has not entered into any transactions with Related Parties which are not in the ordinary course of its business or not on an arms length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Companies Act, 2013. In view of the above, it is not required to provide the specific disclosure of related party transaction in e-Form AOC-2.

ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

During the year under review, no orders were passed by any regulatory or statutory authority impacting the going concern status of the Company or its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 with respect to Directors responsibility statement, the Directors of the Company hereby confirm that: i) In preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) Directors have prepared the annual accounts on a going concern basis; v) The Directors have laid down internal financial controls as the Company that are adequate and were operating effectively; and vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EMPLOYEE STOCK OPTION SCHEME ("ESOP Scheme")

The Company has three Employees Stock Option Schemes namely, Moongipa Securities Limited Employees Stock Option Scheme, 2022, SG Finserve Employee Stock Option Scheme, 2025 and SG Finserve Employee Stock Option Scheme, 2026 (collectively referred as "ESOP Schemes").

The details of ESOP Schemes have also been disclosed in Note

18 (c) to the Financial Statements respectively forming an integral part of this Annual Report.

The ESOP Scheme was formulated and amended in accordance with the SEBI guidelines and the eligibility and number of options to be granted to an employee is determined on the basis of various parameters such as scale, designation, performance, grades, period of service, criticality and such other parameters as may be decided by the Nomination & Remuneration Committee of the Board from time to time in its sole discretion.

A certificate from the Secretarial Auditors confirming that the employee stock option schemes of the Company are being implemented in accordance with the applicable regulations and the resolutions passed by the Members shall be made available for inspection at the ensuing Annual General Meeting. The disclosures as required under the applicable SEBI regulations are available on the website of the Company. https://www.sg_nserve.com/.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment.

Particulars	Status
Number of Complaints received during the year (2025-26)	NIL
Number of Complaints disposed of during the year ( 2025-26)	Not Applicable
Number of cases pending for more than 90 days	NIL

OTHER DISCLOSURE:

In terms of applicable provisions of the act, the Company discloses that during the year under review:

i. The Company has not issued any shares with Di_erential rights and hence no information as per provisions of section 43(a)(ii) of the act read with rule 4(4) of the companies (share capital and debenture) Rules, 2014 is furnished. ii. The Company has not issued any sweat equity shares and hence disclosure as per provisions of section 54(1)(d) of the act Read with rule 8(13) of the companies (share capital and debenture) rules, 2014 is not provided.

iii. There were no amounts required to be transferred to investor education and protection fund (IEPF) pursuant to section 124 and 125 of the Companies Act, 2013 read with rules made thereunder.

iv. The Company is complying of the provisions relating to the Maternity Benefit Act 1961.

v. There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

vi. Neither any application was made, nor any proceedings are pending under the insolvency and bankruptcy code, 2016 against the Company.

vii. There were no instances of one time settlement for any loans taken from the banks or financial institutions.

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimising the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

ACKNOWLEDGEMENT

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI and other regulators, banks and financial institutions.

The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the employees of the Company and thanks them for yet another excellent year of performance.

	For & On behalf of the Board of Directors
	Sd/-
	Rohan Gupta
Place: Noida	Chairperson & Director
Date: April 16, 2026	DIN: 08598622