We have audited the accompanying financial statements of SG
Finserve Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2025, 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 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 Indian Accounting Standards prescribed
under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules 2015, as amended, ("Ind AS") and
other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31,2025, and its profit,
total comprehensive income, the changes in equity and cash flow
for the year ended as on that date.

BASIS OF OPINION

We conducted our audit of the financial statements in accordance
with the Standard 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 made 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 audit opinion on the financial statements.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS
AND THE AUDITOR'S REPORT THEREON

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management Discussion and Analysis, Board's
Report including Annexures to the Board's Report and
Shareholders Information but does not include the financial
statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the
other information and we do 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 and, in doing so,
consider whether such other information is materially inconsistent
with the financial statements, or our knowledge obtained in the
audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this
regard.

RESPONSIBILTY 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, cash flows and changes in equity of the
company in accordance with the Indian Accounting Standards
(Ind AS) prescribed under Section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as
amended, and other accounting principles generally accepted in
India.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate policies; making judgements 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 and error.

In preparing the financial statements, management 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 management
either intends to liquidate the company or to cease operations, or
has no realistic alternative but to do so.

The Company's Board of Director 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. Misstatement can arise from fraud or
error and are considered material if, individually or in 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
judgement and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risk of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risk, 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 financial control
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section
143(3)(i) of the Act, 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.

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 financial 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 others matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

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 "Annexure A" a statement on the matters specified
in paragraph 3 and 4 of the Order, to the extent applicable.

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 purpose of our audit.

(b) In our opinion, proper book of accounts as required by law
have been kept by the Company so far as it 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 the Statement of Cash Flows dealt with by this
Report are in agreement with the books of accounts.

(d) In our opinion, the aforesaid financial statements comply
with the Indian Accounting Standards prescribed under
section 133 of the Act, read with relevant Rules issued there
under.

(e) On the basis of the written representations received from
the directors as on March 31, 2025, taken on record by the
board of directors, none of the directors is disqualified as on
March 31,2025, from being appointed as a director in terms
of Section 164(2) of the Act.

(f) With Respect to 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 the financial statements.

(g) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements
of section 197(16) of the Act, as amended, in our opinion
and to the best of our information and according to the
explanations given to us, the remuneration paid by the
Company to its director during the year is in accordance
with the provisions of section 197 read with Schedule V
of the Act. The remuneration paid to any director is not in
excess of the limit laid down under section 197 of the Act.

(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) The Company does not have any pending litigations
which would impact its financial statements.

ii) The company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

iii) There were no amounts which were 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, as disclosed in
the notes to the accounts, no funds have been
advanced or loaned or invested either from
borrowed funds or share premium or any other
source or kind of fund by the Company to or in
any other person(s) or entity(ies), including foreign
entities ("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, as disclosed in the
notes to the accounts, no funds have been received
by the Company from any person or entity(ies),
including foreign entities ("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 behalf of the funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or
the like on the behalf of the Ultimate Beneficiaries;
and

(c) Based on such audit procedures that we 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 the Rule 11(e), as provided under (a)
and (b) above contain any material misstatement.

v) The Company has not declared any dividend during
the year.

vi) Based on our examination, which included test checks,
the Company has used accounting software systems
for maintaining its books of accounts for the financial
year ended March 31, 2025, 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 software systems. Further,
during the course of our audit we did not come
across any instance of the audit trail feature being
tampered with.

For AKGVG & Associates

Chartered Accountants
ICAI Firm Registration Number: 018598N

Mohan Nayak

Partner

Place: New Delhi Membership No.:029858

Date: 08-05-2025 UDIN: 25029858BMOEJP1099