SG Finserve Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the Thirty-first (31 st) Annual Report, together with the Audited Financial Statement of the Company for the Financial Year ended March 31,2025 ("FY 2025").

FINANCIAL PERFORMANCE

The Companys financial performance for the year under review along with the previous years figures is given hereunder:

A Summary of the Companys Financial Performance for the FY 2025 is as follows.

(Amount in Hlakh)

Particulars	March 31, 2025	March 31, 2024
Revenue from operation	17103.83	18971.94
Other Income	0.00	0.00
Total Revenue	17103.83	18971.94
Profit before Finance cost, Depreciation and Tax	14264.02	16915.88
Finance Cost	3197.53	6395.76
Depreciation	50.54	17.14
Profit before tax	11015.95	10502.98
Less: Tax	2916.93	2644.49
Profit for the year	8099.02	7858.49

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the year under review, your Company achieved Total Revenue and Net Profit of H 17,103.83 lakh and H 8,099.02 lakh respectively as against Total Revenue and Net Profit of H 18,971.94 lakh and 7858.49 lakh respectively during the previous financial year ended March 31,2024.

As per the Master Directions, regulatory structure for NBFCs shall comprise of four layers based on their size, activity, and perceived riskiness. NBFCs in the lowest layer shall be known as NBFC - Base Layer (NBFC-BL). NBFCs in middle layer and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper Layer (NBFC-UL), respectively. RBI may, based on the size of an NBFC, classify some of them as NBFC- Top Layer.

RBI REGULATIONS- CHANGE IN CLASSIFICATION AND REGULATORY STRUCTURE OF THE COMPANY

During the financial year, the Company successfully filed an application with the Reserve Bank of India (RBI) for conversion from a Non-Banking Financial Company (NBFC) - Type I to NBFC - Type II. The RBI, after due consideration, granted a new Certificate of Registration dated October 3, 2024. Pursuant to this, the Company is now registered as a Non-Banking Financial Company - Investment and Credit Company (NBFC-ICC) - Type II . This certification authorizes the Company to undertake business and operations as an Investment and Credit Company in accordance with applicable RBI regulations and guidelines.

Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023

In line with this framework and based on the Companys asset size exceeding ?1,000 crore during the year, the Company has been reclassified from the Base Layer to the Middle Layer of

the regulatory structure. This transition subjects the Company to enhanced regulatory requirements in terms of governance, risk management, and compliance, as stipulated under the SBR framework.

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 the FY 2024-25.

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has Dividend Distribution policy. During the year,

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 Distribution Policy.pdf

LISTING OF SECURITIES

a) Non-convertible Debentures (NCDs): -

The equity shares of the Company continue to be listed on BSE Limited, and the annual listing fees for the financial year 2024-25 have been duly paid.

ALLOTMENT DETAILS

During the year under review, the Board of Directors, at its meeting held on December 24, 2024, approved the issuance of Non-Convertible Debentures (NCDs). Pursuant to this approval, the Finance Committee, in its meeting held on the same day, authorized the allotment of 5,000 secured, rated, listed, and redeemable NCDs of face value HI ,00,000/- each, aggregating to H 50 crores, on a private placement basis. This issuance was carried out in accordance with the In-principle listing approval granted by BSE Limited vide its letter dated January 29, 2025.

Allotment date	Issue Opening and closing date	No of Securities allotted	Nature of Securities allotted	Name of the allottee
10-02-2025	07-02-2025 to 07-022025	5000	Non - convertible securities	AU Small Finance Bank

b) Listing of Equity Shares on National Stock Exchange (NSE)

As on the date of this report, the Company has submitted an application to the National Stock Exchange of India Limited (NSE) seeking approval for the listing and trading of its 5,58,95,000 equity shares of face value H 10/- each, which is currently under review.

ANNUAL RETURN

In accordance with the provisions of Section 134 (3)(a) of the Companies Act, 2013, the draft Annual Return, as required under Section 92 of the Act for the financial year 2024-25, is available on the Companys website at https://www.sgfinserve.com/annual- return

MANAGEMENTS DISCUSSION AND ANALSYS

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 deposit during the year under review.

TRANSFER OF RESERVE FUND

Under section 45-IC (1) of Reserve Bank of India (RBI) Act, 1934, non-banking financial companies (NBFCs 1 ) 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, SG Finserve Ltd. (the Company, or SGFL) has transferred a sum of H 1,987.10 Lakhs to its reserve fund.

SHARE CAPITAL STRUCTURE

Share Capital	Amount in T
Authorized Share Capital (7,00,00,000 Equity Shares of H 10 each)	70,00,00,000
Issued, Subscribed and Paid-up share Capital (5,58,95,000 Equity Shares of H 10 each )	55,89,50,000

CHANGES IN SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION

During the year the authorized capital of the Company stood increased from H 60,00,00,000 (Sixty Crore) to H 70,00,00,000 (Seventy Crore) divided into 7,00,00,000 equity shares of H 10 each, pursuant to the approval granted by the members via postal ballot dated October 05, 2024.

The paid-up equity share capital as on March 31, 2025 was H 55,89,50,000.

During the year, the allotment committee of the board of directors, at its meeting held on June 07, 2024, allotted 9,16,000 equity shares of face value of H 10/- each pursuant to conversion of 9,16,000 warrants *(the details of which are stated below) which led to the increase in the paid-up share capital.

*The company has converted the following Fully Convertible Warrants into an equivalent number of equity shares.

S. No.	Particulars	No. of warrants allotted	No. of warrants converted into equity shares	Price of warrants (in D)
1	Fully Convertible Warrants	9,16,000	9,16,000	200

The Company has not issued shares with differential voting rights, sweat equity shares and bonus Shares.

The Company has allotted One Crore Warrants fully convertible into equity shares of the Company at price of D450/- to promoters and Public whose 25% of money has been received as stated below: -

Sr. No.	Name of Proposed Allottees	Category	No. of warrants
1.	Shri Rohan Gupta	Promoter	50,77,778
2.	Kitara PIIN 1103	Non-Promoter	20,00,000
3.	Shri Ashish Ramesh Chandra Kacholia	Non-Promoter	11,11,111
4.	RBA Finance and Investment Company	Non-Promoter	11,11,111
5.	Marigold Partners	Non-Promoter	3,00,000
6.	AGDG Enterprises LLP	Non-Promoter	2,00,000
7.	Anubhav Gupta Enterprises LLP	Non-Promoter	2,00,000
	Total		1,00,00,000

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company did not have any Subsidiary/Joint Venture/ Associate Companies during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being an NBFC registered with the RBI is exempt from complying with the provisions of Section-186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempt from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made or guarantee given or security provided.

CUSTOMER ENGAGEMENT

Customer engagement and experience are core pillars of our organization, and we are dedicated to upholding customer fairness in both letter and spirit across all our actions. Proactive engagement empowers institutions to gain meaningful insights, manage risks effectively, ensure compliance, and seamlessly adopt new technologies. In todays dynamic environment, prioritizing customer experience is vital for staying competitive, fostering strong relationships, and driving sustainable success.

To strengthen the customer engagement and monitoring process, the Board has constituted a Customer Service Committee.

The Composition is as follows:-

S. no	Name of Member	Category
1.	Sahil Sikka	Chairman
2.	Ankush Aggarwal	Member
3.	Anshul Manchanda	Member

FRAUD MONITORING AND REPORTING

RBI vide Master Directions on Fraud Risk Management in NonBanking Financial Companies (NBFCs) dated 15 July 2024, has amended the fraud monitoring framework for NBFCs. In terms of the same, the Company has constituted a special committee of the Board titled "Special Committee for Monitoring and follow up of cases of fraud" (hereinafter referred as FMC). The Composition is as follows: -

S. no	Name of Member	Category
1.	Ankush Aggarwal	Chairman
2.	Rohan Gupta	Member
3.	Abhishek Mahajan	Member
4.	Sanjay Rajput	Member

The Committee, inter alia, will oversee the effectiveness of the fraud risk management and review and monitor cases of frauds, including root cause analysis and suggest mitigating measures for strengthening the internal controls, risk management framework and minimizing the incidence of frauds.

PARTICULARS OF REMUNERATION

Disclosure of ratio of the remuneration of the Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure A. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of the provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary/Compliance Officer. The said information is available for inspection at the registered office of the Company during working days of the Company up to the date of the ensuing annual general meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) & SENIOR MANAGERIAL PERSONNEL (SMP)

As on March 31,2025, the Company had six Directors on its Board, all six were Non- Executive Directors. Out of six Non-Executive Directors, five were Independent Directors.

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, Shri Rohan Gupta (DIN: 08598622) Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer 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 DIRECTORATE DURING FY 2024-25

1. Cessation of Directors

During the financial year 2024-25, the following Directors ceased to hold office:

?€? Shri Rahul Gupta (DIN: 07151792), Non-Executive Director, tendered his resignation effective August 06, 2024.

?€? Shri Anil Kumar Bansal (DIN: 06752578), Independent Director, also resigned with effect from August 06, 2024.

The Board of Directors took note of the above resignations at its meeting held on September 05, 2024.

?€? Shri Sekhar Srinivasan (DIN: 10521491), who was appointed as Additional Independent Director for a term of three years, effective October 16, 2024, through a resolution passed by circulation, resigned with effect from the close of business hours on November 19, 2024. The Board noted his resignation in its meeting held on December 24, 2024.

The Board places on record its sincere appreciation for the valuable contributions made by Shri Rahul Gupta, Shri Anil Kumar Bansal, and Shri Sekhar Srinivasan during their respective tenures as Directors of the Company.

2. Appointment of Directors

The following appointments to the Board were made during the year:

?€? Shri Sekhar Srinivasan (DIN: 10521491), appointed as Additional Independent Director for a term of three years, effective October 16, 2024, through a resolution passed by circulation.

?€? Shri G. Jaganmohan Rao (DIN: 06743140) appointed as Additional Independent Director for a term of three years, effective October 16, 2024, through a resolution passed by circulation.

?€? Shri Rakesh Sharma (DIN: 06695734) was appointed as an Additional Independent Director for a term of three years, effective November 19, 2024, also through a resolution passed by circulation.

In accordance with MCA Circular No. 09/2023 dated September 25, 2023, read with related circulars, the Company sought approval of the shareholders via Postal Ballot dated November 30, 2024, for regularizing the appointments of Shri G. Jaganmohan Rao and Shri Rakesh Sharma as Independent Directors. The results were declared on December 31, 2024, and both appointments were approved by Special Resolution.

3. Change in Key Managerial Personnel (KMP)

There were no changes in the Key Managerial Personnel of the Company during the financial year 2024-25.

4. Appointment of Senior Managerial Personnel

In line with the Reserve Bank of India (RBI) Circular No. DoS. CO.PPG. /SEC.01/11.01.005/2022-23 dated April 11, 2022, the Board appointed Shri Vivekanand Tiwari as the Chief Compliance Officer (CCO) of the Company for a period of three years, effective October 18, 2024, through a resolution passed by circulation. He has also been designated as a Senior Management Personnel.

This appointment underscores the Companys commitment to strengthening its compliance function and ensuring adherence to the evolving regulatory landscape in the financial services sector.

CORPORATE GOVERNANCE REPORT

Pursuant to the SEBI Listing Regulations, a separate Annexure titled Corporate Governance Report as Annexure "B" has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

The CEO and the Chief Financial Officer, have certified to the Board with regard to the financial statements and other matters as specified under the SEBI Listing Regulations.

A certificate from the statutory auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

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.

MATERIAL CHANGES AND COMMITMENTS

Except as stated below, 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 and the date of this Report.

During the financial year, the Company successfully filed an application with the Reserve Bank of India (RBI) for the reclassification of its status from a Non-Banking Financial Company (NBFC) - Type I to NBFC - Type II. Upon due evaluation, the RBI granted its approval and issued a new Certificate of Registration dated October 03, 2024. Consequently, the Company is now registered as a Non-Banking Financial Company - Investment and Credit Company (NBFC-ICC) - Type II, enabling it to undertake a broader range of investment and credit activities in accordance with the applicable regulatory framework and guidelines prescribed by the RBI.

In addition to the above, the Company successfully issued its first tranche of listed, secured Non-Convertible Debentures (NCDs) during the year. The date of allotment of these NCDs was October 10, 2025, and the securities were listed on the stock exchange on February 12, 2025. This issuance represents a significant milestone in the Companys efforts to diversify its funding sources and strengthen its capital structure in support of future growth and lending activities.

Pursuant to this, the Company is now registered as a Non-Banking Financial Company - Investment and Credit Company (NBFC- ICC) - Type II. This revised classification authorizes the Company to carry on the business and operations of an Investment and Credit Company in compliance with the applicable regulatory framework, guidelines, and directions prescribed by the RBI.

Further, as on the date of this report, the Company has submitted an application to the National Stock Exchange of India Limited (NSE) seeking approval for the listing and trading of its 5,58,95,000 equity shares of face value H 10/- each, which is currently under review.

BOARD AND COMMITTEES MEETINGS

The Board meets at regular intervals to, inter-alia, discuss the Companys policies and strategies apart from other Board matters. The Tentative Annual Calendar of the Board and Committee Meetings is circulated to enable the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committees Meetings is also given in advance to all the Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25 of the SEBI Listing Regulations.

Further, in the opinion of the Board, the independent Directors of the Company possess the requisite expertise, skills and experience (including the proficiency) and are persons of high integrity and repute as well as are independent of the management.

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.sgfinserve.com/policy

The Board periodically reviews the policies and updates them as required, in line with revisions needed to comply with applicable 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 Section 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 policy on remuneration of Directors, Key Managerial Personnel and Employees of the company in accordance with the provisions of sub section (4) of section 178. The Policy is available on the Companys website https://www.sgfinserve.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.sgfinserve.com/policy

III. Whistle Blower Policy - Vigil Mechanism

The company promotes ethical behavior in all its business activities and has established a vigil mechanism for its directors, employees and stakeholders associated with the company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed there under and the Listing Regulation is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, or any Stakeholders associated with the Company are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. The Whistle Blower Policy has been appropriately communicated within the Company and is available on the Companys website https://www. sgfinserve.com/policy

IV. Corporate Social Responsibility (CSR) Policy

At SG Finserve, we believe in inclusive growth and sustainable development. Guided by our Corporate Social Responsibility (CSR) Policy and in alignment with Section 135 of the Companies Act, 2013, we remain committed to making a positive impact on society. Our flagship CSR initiative, "Vidyadhara", continues to focus on supporting underprivileged children by providing them access to basic education?€”empowering young minds and laying the foundation for a brighter future.

During the financial year 2024-25, the Company did not incur direct expenditure on CSR activities. However, in accordance with the statutory requirement under Section 135(6) of the Act, an amount of §91.01 lakhs was transferred to the Unspent CSR Account on April 23, 2025. This amount pertains to our ongoing CSR commitments and has been allocated to ensure the continuity and effectiveness of the "Vidyadhara" project.

As per the applicable regulations, the Company is required to spend at least two percent of the average net profits of the last three financial years on CSR initiatives. Based on our net profits for FY 2022-23, 2023-24, and 2024-25, the average net profit stands at §8,006.89 lakhs, resulting in a CSR obligation of §160.13 lakhs for the year under review.

The Company remains fully compliant with the CSR provisions of the Companies Act, 2013 and is actively assessing opportunities to expand its impact. In addition to continuing "Vidyadhara," we are also exploring new CSR avenues to diversify our efforts and reach a broader segment of society. These initiatives will be evaluated and aligned with the CSR Policy in the coming months.

The Annual Report on CSR activities for the financial year 2024-25, 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.sgfinserve.com/csr-initiative

AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS AND AUDITORS REPORT

The members of the Company in 29th Annual General Meeting held on 26th September, 2023 had appointed M/s AKGVG & Associates, Chartered Accountants (Firm

Registration Number: 018598N) as the Statutory Auditors of the Company, to hold office from the conclusion of the 29th Annual General Meeting until the conclusion of the 33rd Annual General Meeting of the Company to be held in year 2027.

The Auditors Reports on the Financial Statements for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The Notes to Accounts referred to in the Auditors Report are self- explanatory and do not call for any further comments.

Further, based on the recommendation of the Audit Committee and subject to the approval of the shareholders at the ensuing Annual General Meeting, the Board of Directors at its meeting held on July 22, 2025, has approved the appointment of M/s S.P. Chopra & Company, Chartered Accountants (Firm Registration Number: 000346N), as the Statutory Auditors of the Company for a period of three consecutive years from the conclusion of the 31st Annual General Meeting until the conclusion of the 34th Annual General Meeting to be held in the year 2028, in place of M/s AKGVG & Associates, who will be resigning effective from the conclusion of the 31st AGM.

B. INTERNAL AUDITORS

In terms of Section 144 of Companies Act, 2013 and regulation 48 of Scale Based Regulation, 2023, the Company had appointed Sh. Prince Kumar Shukla 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.

C. SECRETARIAL AUDITORS

The Board of the Directors of the Company had appointed M/s Kuldeep Dahiya & Associates, Company Secretaries (Membership No.: 34404 and C.P.No.:18930) to conduct the Secretarial Audit of the Company pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the provisions of sub - section (1) of Section 204, the Secretarial Audit Report for the financial year 2024-25 is appended to this report as Annexure D . The same does not contain any adverse remark or disclaimer.

Pursuant to Regulation 24A (2) of the SEBI Listing Regulations, a report on Secretarial Compliance has been issued by Anjali Yadav & Associates for the financial year ended 31 March 2025 and the same is submitted to stock exchanges. There are no observations, reservations or qualifications in the said report. The report will be made available on the website of the Company at https://www.sgfinserve.com/secretarial

The Secretarial Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

Further, based on the recommendation of the Audit Committee and subject to the approval of the shareholders at the ensuing Annual General Meeting, the Board of Directors has approved the appointment of M/s Parikh & Associates, Company Secretaries (Firm Registration Number: P1988MH009800) as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2030.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financials control with reference to financial statements, commensurate with the size, scale, and complexity of its operation to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

Reasonable Financial Controls are operative for all the business activities of the company and no material weakness in the design or operation of any control was observed.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Board of Directors affirms that the Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars.

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. sgfinserve.com/invester 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 CFO is attached as Annexure F

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Pursuant to amendment in SEBI Listing Regulations, top 1,000 listed entities based on market capitalization are required to submit a BRSR with effect from FY2023.

The Company has adopted a Policy on BRSR. A detailed BRSR in the format prescribed by SEBI along with the report of BRSR will be hosted on Companys website and can be accessed at https:// www.sgfinserve.com/investor

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

As the company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to the conversation of Energy and Technology absorption pursuant to section 134 (3)(m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 is not provided. The Company does not have any Foreign Exchange Earnings and outgo in the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on materiality of Related Party Transactions and Dealing with Related Party Transactions and it can be accessed on the Companys website at https://www.sgfinserve.com/policy

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature.

During the financial year, the Company had entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 are mentioned in Note No. 29 of the notes forming part of the Standalone financial statements

ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

The Reserve Bank of India (RBI), vide its letter dated October 14, 2024, imposed a monetary penalty of §28,30,000 (Rupees Twenty-Eight Lakhs and Thirty Thousand only) on the Company for non-compliance with certain conditions of the Certificate of Registration (CoR).

The Company has duly paid the said penalty on October 14, 2024. This payment does not have any material impact on the Companys going-concern status 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, 2025, 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.

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 (ESOS)

The Company continues to view its employees as a key driver of growth and long-term success. To attract, retain, and motivate talent, particularly in light of its transition to a Mid-Layer NonBanking Financial Company (NBFC), the Company has placed emphasis on providing meaningful and performance-linked incentives. Employee stock option schemes serve as a strategic tool in aligning employee interests with the Companys objectives and fostering a sense of ownership among the workforce.

During the year under review, all 10,00,000 (Ten Lakh) options under the Moongipa Securities Limited Employee Stock Option Scheme, 2022 (ESOS 2022), previously approved by the Members and implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been granted to eligible employees. There has been no material modification in the ESOS 2022 during the financial year.

Further, a certificate from the Secretarial Auditors of the Company confirming that the existing ESOS 2022 is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members shall be made available for inspection at the AGM. A detailed statement containing disclosures as required under Regulation 14 of the aforesaid SEBI Regulations, as on March 31, 2025, is also hosted on the Companys website at https://www.sgfinserve.com/

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amount was lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund (IEPF).

CASH FLOW STATEMENT

The cash flow Statement for year ended March 31, 2025 is in conformity with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges in India, is annexed herewith.

DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

No fraud / misconduct was detected at the time Statutory Audit by Auditors of the Company for the financial year ended on March 31,2025.

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 (2024-25	0
Number of Complaints disposed of during the year (2024-25)	Not Applicable
Number of cases pending for more than 90 days	NIL

MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid down by the RBI pertaining to Non-Performing Assets, Capital Adequacy, Statutory Liquidity Assets, etc. As against the RBI norm of 15%, the Capital Adequacy Ratio of the Company was 43.46% as on 31 March 2025. In line with the RBI guidelines for Asset Liability Management (ALM) system for NBFCs, the Company has an Asset Liability Management Committee, which meets Quarterly in a year to review its ALM risks and opportunities.

The Company is in compliance with the Governance Guidelines as specified under Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.

OTHER DISCLOSURES AND REPORTING

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

1. Change in the nature of business of the Company.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

5. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and companys operations in future.

6. Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

7. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

8. The Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on 31 March 2025.

9. The 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.

10. The provisions of section 148 of the Act, are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

11. Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report.

12. Details as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be made available to any member by way of email upon request, as per provisions of section 136(1) of the said Act.

13. Pursuant to RBI Master Direction-Information Technology Framework for the NBFC sector, the Company has constituted an IT Strategy Committee to review the IT strategies in line with the corporate strategies, board policy reviews, cyber security arrangements and any other matter related to IT governance

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing 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
	Director DIN:08598622
Place: Kaushambi	Sd/- Asha Anil Agarwal Director
Date: July 22, 2025	DIN:09722160