Your Directors have pleasure in presenting the Thirty-two (32^nd) 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:

RESULTS OF OPERATIONS AND THE STATE OF
COMPANY'S 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 Company's 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 athttps://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 Company's
website athttps://www.sgfinserve.com/annual-return.

MANAGEMENT'S 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 Company's 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

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.

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.

PARTICULARS OF REMUNERATION

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
Annexure 'A' forming part of this report. Further, as per second
proviso to Section 136(1) of the Act read with Rule 5 of the
aforesaid Rules, the Board's Report and Financial Statements
are being sent to the Members of the Company excluding the
statement of particulars of employees as required under Rule
5(2) of the aforesaid Rules.

Any member interested in obtaining such particulars may write
to the Company Secretary. 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)

As on March 31, 2026, the Company had six Directors on its
Board, all six were Non-Executive Directors. Out of the six Non¬
Executive Directors, five were Independent Directors. Further
the Company has approved re-appointment of :

- Mr. H. S. Upendra Kamath (DIN: 02648119) as Independent
Director of the Company, for a 2^nd term of five consecutive
years with effect from February 13, 2026.

- Mr. Dukhabandhu Rath (DIN: 08965826) as Independent
Director of the Company, for a 2^nd term of five consecutive
years with effect from January 25, 2026.

- Mrs. Asha Anil Agarwal (DIN: 09722160) as Independent
Director of the Company, for a 2^nd term of five consecutive
years with effect from September 23, 2025.

On April 16, 2026, the Board of Directors appointed Mr. Deepak
Kumar (DIN: 03056481) as an Additional Director in the category
of Non-Executive and Non-Independent Director of the
Company, to hold office up to the date of the ensuing Annual
General Meeting (“AGM"). The Board also appointed him as the
Chairperson of the Company with effect from the same date.

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 Board's
Report which states that a detailed Company's 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:

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 Board's 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
proficiency) 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 athttps://www.sgfinserve.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 Company's 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 Company's website
https://www.sgfinserve.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
Company's code of conduct is in place and the same
have been disclosed on the website of the Company
https://www.sgfinserve.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.sgfinserve.com/csr-initiative.

AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS AND AUDITORS' REPORT

The members of the Company in the 31^st Annual General

Meeting held on September 23^rd, 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 31^st AGM held in the financial year 2025
till the conclusion of the 34^th 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 31^st Annual General
Meeting held on September 23^rd, 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 31^st AGM held in the financial
year 2025 till the conclusion of the 36^th 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 Auditor's 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 inefficiency 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 affirms 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 Company's 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.sgfinserve.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 Company's website and
can be accessed at:https://www.sgfinserve.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 Company's 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 ishttps://sgfinserve.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 arm's 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.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the
Companies Act, 2013 with respect to Director's 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.sgfinserve.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.

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 Differential
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