We have audited the accompanying financial statements of SG
Finserve Limited (the “Company"), which comprise the Balance
Sheet as at March 31, 2026, and the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement
of Changes in Equity and the Statement of Cash Flows for
the year then ended, and notes to the financial statements
including a summary of the material accounting policies and
other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial
statements give the information required by the Companies Act,
2013 (the 'Act') in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at
March 31, 2026 and its Profit (including Other Comprehensive
Income), its changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Act. Our

responsibilities under those Standards are further described
in the 'Auditor's Responsibilities for the Audit of the Financial
Statements' section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current year. These matters were addressed in
the context of our audit of the financial statements as a whole
and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. We have determined
the matter described below to be the key audit matter to be
communicated in our report.

Information Other than the Financial Statements and
Auditor's Report thereon

The Company's Board of Directors is responsible for the other
information. The other information comprises the Corporate
Governance Report and Directors' Report, including annexures,
if any, thereon, (but does not include the financial statements
and our auditor's report thereon), which is expected to be
made available to us after the date of this Auditor's report.

Our opinion on the financial statements does not cover the
other information and we will not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read the Corporate Governance Report and Directors'
Report, including annexures, if any, thereon, if we conclude
that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged
with Governance for the Financial Statements

The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these financial statements that give a true
and fair view of the financial position, financial performance
including other comprehensive income, changes in equity and
cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards (“Ind AS") notified under Section 133 of
the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, and the NBFC Regulations, as amended from time
to time.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is
responsible for assessing the Company's ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting

unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

Those Board of Directors are also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibilities for the audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

- Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the Company has
adequate internal financial controls system in place and
the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

- Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's

report. However, future events or conditions may cause
the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results
of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by 'the Companies (Auditor's Report) Order,
2020' (“the Order"), issued by the Central Government of
India in terms of sub-section (11) of Section 143 of the Act,
we give in the Annexure-'A’, a statement on the matters
specified in paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b. in our opinion, proper books of account as required
by law have been kept by the Company so far as
appears from our examination of those books.

c. the Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income),
Statement of Changes in Equity and Statement
of Cash Flows dealt with by this Report are in
agreement with the books of account.

d. in our opinion, the aforesaid financial statements
comply with the Indian Accounting Standards (“Ind
AS") notified under Section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules,
2015, as amended from time to time.

e. on the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified
as on March 31, 2026 from being appointed as a
director in terms of Section 164 (2) of the Act.

f. with respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate report in Annexure-
'B’ Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company's internal financial controls with reference
to financial statements.

g. as no remuneration has been paid by the Company
to its Directors, the provisions of Section 197 of the
Companies Act, 2013 are not applicable; and

h. with respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations
given to us:

i. There are no pending litigations which may
have the impact on Company's financial
position;

ii. The Company has not entered into any long¬
term contracts including derivative contracts;

iii. There has been no amount, required to be
transferred, to the Investor Education and
Protection Fund by the Company.

iv. (a) The Management has represented that, to

the best of its knowledge and belief, no funds
(which are material either individually or in
the aggregate) have been advanced or loaned

or invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the Company to or in any other
person or entity, including foreign entity
(“Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

(b) The Management has represented, that, to
the best of its knowledge and belief, no funds
(which are material either individually or in
the aggregate) have been received by the
Company from any person or entity, including
foreign entity (“Funding Parties"), with the
understanding, whether recorded in writing
or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(c) Based on the audit procedures that have been
considered reasonable and appropriate in

the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

v. No dividend was declared or paid during the
year; hence, the said clause is not applicable.

vi. Based on our examination, which included
test checks, the Company has used accounting
softwares for maintaining its books of
account for the financial year ended March
31, 2026 which has a feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the softwares. Further,
during the course of our audit we did not come
across any instance of the audit trail feature
being tampered with and the audit trail has
been preserved by the Company as per the
statutory requirements for record retention

For S. P. Chopra & Co.

Chartered Accountants
Firm Registration No. 000346N

Prateek Gupta
Partner

Place : Noida Membership number: 566023

Date : April 16, 2026 UDIN:26566023WIUBBG2723