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 Company's financial performance for the year under review along with the previous year's figures is given hereunder:

A Summary of the Company's Financial Performance for the FY 2025 is as follows.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S
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.

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

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.

In line with this framework and based on the Company's 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.

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 DETAILS

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 Company's website at https://www.sgfinserve.com/annual-
return

MANAGEMENT'S 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 ('NBFCs¹) 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

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.

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: -

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 today's 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:-

FRAUD MONITORING AND REPORTING

RBI vide Master Directions on Fraud Risk Management in Non¬
Banking 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: -

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 Company's 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 Company's 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
Company's 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 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

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 Company's 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 Company's 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 Auditor's 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 Auditor's 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 Company's 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 Company's 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 arm's 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
Company's going-concern status 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 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 Non¬
Banking 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 Company's 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 Company's 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.

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 company's 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

Sd/-

Asha Anil Agarwal

Place: Kaushambi Director

Date: July 22, 2025 DIN: 09722160