3.12 Provisions, contingent liabilities and contingent
assets:
Provisions are recognised only when:
i. there is a present obligation (legal or constructive) as a result of a past event; and
ii. it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
iii. a reliable estimate can be made of the amount of the obligation
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non¬ occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Contingent assets are not recognised in the financial statements. Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
3.13 Cash flow statement:
Cash flows are reported using the indirect method, whereby profit/(loss) before tax for the year, is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information. Cash flows in foreign currencies are accounted at the actual rates of exchange prevailing at the dates of the transactions.
3.14 Earnings per share:
Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.
3.15 Recent accounting pronouncements:
Ministry of Corporate Affairs ("MCA") notifies new standard or amendment to the existing standard under Companies (Indian Accounting Standard) Rules as issued from time to time. As on March 31,2026, there is no new standard notified or amendment to any of the existing standard under Companies(Indian Accounting Standard) Rules, 2015.
1. Non-Convertible Debentures issued under private placement are secured by way of pari passu floating charge over its current assets, providing a minimum security cover of 1.25x of the outstanding Debenture amount; and an unconditional, irrevocable corporate guarantee from M/s S Gupta Holding Private Limited. Current assets include all present and future inventories and receivables that are not NPAs under applicable RBI regulations for NBFCs.
2. The funds raised from issuance of NCDs were fully utilised for the purpose for which funds were obtained.
3. The Company has not defaulted in the repayment of debt securities and interest thereon.
4. The Company has, at all times, for the secured NCDs, maintained sufficient security cover as stated in the respective information memorandum towards the principal amount, interest accrued thereon, and such other sums as mentioned therein.
5. The amount disclosed above represent the principal outstanding as at March 31,2026 and as at March 31,2025.
6. The quarterly returns or statements filled by the company with banks or financials institutions or trustees are in agreement with books of accounts.
1. The funds borrowed from banks, financial institutions or others have been utilised for the purpose for which funds were taken.
2. The Company has not defaulted in the repayment of principal or interest on its term loans, cash credit facilities, bank overdraft, or working capital demand loans.
3. The amount disclosed above represent the principal outstanding as at March 31,2026 and as at March 31,2025.
4. The company has not been declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof in accordance with the guidelines on willful defaulters issued by the RBI.
5. All borrowing facilities (other than debt securities), including term loans, overdraft, cash credit, and working capital demand loans, have been guaranteed by a director [i.e. by way of personal guarantee of Mr. Rohan Gupta (Non-Executive Director)], except for a overdraft facility from the bank which is secured by fixed deposits only.
6. During the year, rate of interest for term loans facilities ranges from 7.70% to 8.70% p.a. (March 31,2025: at 10.00% p.a.)
7. During the year, rate of interest for cash credit, overdraft and working capital demand loans facilities ranges from 7.30% to 8.65% p.a.(March 31,2025: from 8.65% to 8.95% p.a.)
8. The quarterly returns or statements filled by the company with banks or financials institutions or trustees are in agreement with books of accounts.
(ii) Nature and purpose of other equity:-
(a) Securities premium : Securities premium is used to record the premium on issue of shares. It can be utilised only for limited purpose in accordance with the provisions of the Companies Act, 2013.
(b) Retained earnings : It represents total of all profits retained since Company's inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves. It also includes impact of remeasurement of defined benefit plans.
(c) Statutory reserve (in terms of Section 45-IC of the Reserve Bank of India Act, 1934) : It represents the Reserve Fund created under section 45-IC of the Reserve Bank of India Act, 1934. The Company is required to transfer a sum not less than twenty percent of its net profit every year as disclosed in the statement of profit and loss. No appropriation is permitted except for the purpose as may be specified by the Reserve Bank if India from time to time.
(d) Employee stock options outstanding account : It is created as required by Ind AS 102 “Share Based Payments" on the Employee Stock Option Scheme operated by the Company.
(e) Impairment Reserve : It represents an appropriation made from the net profit or loss after tax. It is created when the expected credit loss (ECL) provision recognized under Ind AS 109 is lower than the prudential floor (i.e., the IRACP norms as prescribed by the Reserve Bank of India).
(f) Money received against share warrants : It represents application money received from subscriber of warrants, against which shares are yet to be allotted.
18(c) Employee Share Based Payments
The Company has established employees stock options plan, 2022 (ESOP Scheme-Moongipa Securities Limited Employee Stock Option Scheme-2022) for its employees by passing a resolution through postal ballot e-voting dated November 27, 2022. The employee stock option plan is designed to provide incentives to the employees of the Group to deliver long-term returns and is an equity settled plan. The ESOP Scheme is administered by the Nomination and Remuneration committee. Participation in the plan is at the Nomination and Remuneration committee's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Options granted under ESOP scheme would vest in not less than one year and not more than five years from the date of grant of the options. The Nomination and remuneration committee of the Company has approved multiple grants with related vesting conditions. Vesting of the options would be subject to continuous employment with the Company and hence the options would vest with passage of time. In addition to this, the Nomination and remuneration committee may also specify certain performance parameters subject to which the options would vest. Such options would vest when the performance parameters are met. Once vested, the options remain exercisable for a period of maximum five year. Options granted under the plan are for no consideration and carry no dividend or voting rights. On exercise, each option is convertible into one equity share.
During the year, the Company adopted the SG Finserve Employee Stock Option Scheme, 2026 (ESOP 2026),
approved by shareholders, to enable employee participation in its growth and to attract and retain talent. The Scheme is formulated and amended in line with SEBI guidelines, with employee eligibility and grant size determined by the Nomination & Remuneration Committee based on factors such as role, performance, grade, tenure, and criticality. During the year, the Scheme was approved via special resolution through postal ballot in accordance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. It allows grant of stock options to eligible employees and directors of the Company and its group entities, exercisable into equity shares in one or more tranches, subject to applicable laws.
(ii) Fair Value of the options granted during the year-
During the current year Nomination & remuneration committee has approved one grant. Following are the details of assumptions under individual grant, related vesting conditions and fair valuation model used based on the nature of vesting.
The Company has granted options under ESOP scheme based on following criteria and related assumptions
C. Provident fund
The Company makes contribution to statutory provident fund in accordance with The Employees' Provident Funds and Miscellaneous Provisions Act, 1952. This is a post employment benefit and in the nature of defined contribution plan. Contribution made by the Company during the year is H58.57 Lakhs (previous year H41.66 Lakhs).
There are issues relating to the application of the Honorable Supreme Court's (SC) judgement dated 28 February, 2019 on Provident Fund. The management is examining these issues to identify the potential effects, if any, on the compliance with the Employees' Provident Fund and Miscellaneous Provisions Act, 1952.
31 Related party disclosures
Related party disclosures as required by the Indian Accounting Standard 24- Related Party Disclosures, notified under the Companies Act, 2013 are given below:
33 Segment reporting
There is no separate reportable segment as per the Ind AS 108 “Operating Segments" specified under Section 133 of the Act. The Company is engaged in the business of financing which as per the Ind AS 108, is considered to constitute a single reportable primary segment which has similar risks and rewards for the purpose of the aforesaid standard. The Company operates in a single geographical segment, i.e. domestic (within Indian), hence there are no reportable secondary segments.
34 Financial Risk Management
The company is exposed to various risk in relation to financial instruments. The company is exposed to market risk, credit risk and liquidity risk. The company risk activities are governed by appropriated policies and procedures and that financial risk are identified, measured and managed in accordance with the companies policies and risk objectives, which are summarized below:-
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate because of changes in market prices. Market risk comprises Interest rate risk and foreign currency risk. The company does not have any foreign currency risk since the company does not have any foreign currency exposure as on reporting date. The company uses a mix of cash and borrowings to manage the liquidity and fund requirement of its day-to-day operations. Further, certain interest bearing liabilities carry variable interest rate.
(b) Credit Risk
Credit risk is the risk of financial loss if a customer or counterparty fails to meet an obligation under a contract. Lending activities account for most of the Company's credit risk. Other sources of credit risk also exist in loans and transaction settlements. Credit risk is measured as the amount that could be lost if a customer or counterparty fails to make repayments. The maximum exposure to credit risk in the case of all the financial instruments is restricted to their respective carrying amount. Credit Risk is monitored through stringent credit appraisal, counter party limits and internal risk ranges of the borrowers. Exposure to credit risk is managed through regular analysis of the ability of all the customers and counterparties to meet interest and capital repayment obligations and by changing lending limits where appropriate. Company primarily offers loans secured by immovable property. In order to mitigate credit risk, the company also seeks collateral appropriate to the product segment. Other means of mitigating credit risk that the company uses are guarantees. The most common types of collateral the company receives, measured by collateral value, are mortgages on financial assets in the form of real estate.
(ii) Credit Quality Analysis
An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of money and credit risk. The credit quality of Loans and advances measured at amortized cost is primarily assessed by the Days Past Due (DPD) status.
Inputs, assumptions and techniques used for estimating impairment
In assessing the impairment of financial assets under the expected credit loss model, the Company defines default when a loan obligation is overdue for more than 90 days.
Assessment of significant increase in credit risk
When determining whether the risk of default has increased significantly since initial recognition, the Company considers the DPD status of the loans. Credit risk is deemed to have increased significantly when an asset is more than 30 days past due (DPD).
Calculation of expected credit losses
ECL provisioning has been computed taking guidance from the RBI's Internal Ratings Based approach. The Company has followed simplified approach of ECL provisioning on loans and advances.
Applicable provisions for NBFCs covered under Ind AS: RBI vide notification no. RBI/DOR/2025-26/359 DOR.ACC.REC. No.278/21.04.018/2025-26 dated November 28, 2025, provides that NBFCs which are required to comply with Indian Accounting Standards (Ind AS) shall, as hitherto, continue to be guided by the guidelines duly approved by their board and as per the ICAI guidelines for recognition of the impairments.
Policy for Write off
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no reasonable expectation of recovering the asset in its entirety or a portion thereof. This is generally the case when the Company determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts
subject to the write-off and when there is no reasonable expectation of recovery from the collaterals held. However, financial assets that are written-off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.
(iv) Collateral and other credit enhancements
Company would generally have its creditexposures backed by securities, eitherprimaryorcollateral. Lending PolicyoftheCompany prescribes Asset cover norms and collateral guidelines for its various product offering.The amount and type of collateral required depends on an assessment of the credit risk of the counterparty and product offered. Company grants loans against collateral of immovable property (Land, under construction projects, Ready property) including commercial and residential properties. As collateral is a source of mitigating credit risk, assessment of the condition of the securities and their value is undertaken on a regular basis. There were no significant changes in the collateral policy of the company during the Financial Year 2025-2026.
(c) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulties in meeting the obligations associated with its financial liabilities that are selected by delivering cash or other financial assets. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The Company has in place an Asset-Liability Management Committee (ALCO) which functions as the operational unit for managing the Balance Sheet within the performance and risk parameters laid down by the Board and Risk Committee of the Board. ALCO reviews Asset Liability strategy and Balance Sheet management in relation to asset and liability profile. ALCO ensures that the objectives of liquidity management are met by monitoring the gaps in the various time buckets, deciding on the source and mix of liabilities, setting the maturity profile of the incremental assets and liabilities etc.
Key principles adopted in the Company's approach to managing liquidity risk include:
a) Monitoring the Company's liquidity position on a regular basis, using a combination of contractual and behavioral modelling of balance sheet and cash flow information.
b) Maintaining a high quality liquid asset portfolio or maintaining undrawn bank lines.
c) Operating a prudent funding strategy which ensures appropriate diversification and limits maturity concentrations.
The Company's principal sources of liquidity are cash and cash equivalents, undrawn cash credit & overdraft facilities from Banks, liquid asset portfolio and the cash flow that is generated from operation.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include interest accrued till the reporting date.
37.03 Derivatives:
(i) Forward Rate Agreement (FRA) / Interest Rate Swap (IRS)
The Company has not entered into any forward rate agreement/interest rate swap transactions during the current and previous financial year.
(ii) Exchange traded interest rate (IR) derivatives
The Company has not entered into any Exchange traded interest rate derivative transactions during the currect and previous financial year.
(iii) Disclosures on risk exposure in derivatives
Since, the Company has not entered into any derivative transactions, hence reporting on the same in not applicable.
37.04 Exposures:
(i) Details of financing of parent company products:
The Company does not have any parent company hence, this clause is not applicable.
(ii) Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the NBFC:
Pursuant to the Directions - Reserve Bank of India (Non-Banking Financial Companies - Concentration Risk Management) Directions, 2025
37.05 Corporate Governance (refer Corporate Governance section in the annual report)
37.06 Breach of covenant:
There is no breach of covenant with terms of any borrowing arrangements during the year.
37.07 Divergence in Asset Classification and Provisioning
An NBFC shall disclose details of divergence as per the table given below, if either or both of the following conditions are satisfied:
(a) The additional provisioning requirements assessed by the RBI exceeds 5 percent of the reported profits before tax and impairment loss on financial instruments for the reference period.
(b) The additional Gross NPAs identified by the RBI exceeds 5 percent of the reported Gross NPAs for the reference period.
37.17 Movement of NPAs:
The company has zero NPA as at the financial year ended March 31, 2026 as well as in the previous year ended March 31,2025.
37.18 Overseas Assets (for those with Joint Ventures and Subsidiaries abroad):
The Company does not have any joint ventures and subsidiaries abroad as at March 31, 2026 as well as in the previous year ended March 31, 2025.
37.19 Off-balance sheet SPVs sponsored (which are required to be consolidated as per accounting norms):
There are no off-balance sheet SPVs sponsored by the Company which are required to be consolidated as per accounting norms.
37.20 Off-balance sheet exposures and structured products:
There are no off-balance sheet exposures and structured products issued by the Company during the current year as well as previous year.
Note:
1. The disclosures as above shall be based on the sector-wise and industry-wise bank credit (SIBC) return submitted by scheduled commercial banks to the Reserve Bank and published by Reserve Bank as 'Sectoral Deployment of Bank Credit'
2. In the disclosures as above, if within a sector, exposure to a specific sub-sector/industry is more than 10 per cent of Tier I Capital of a NBFC, the same shall be disclosed separately within that sector. Further, within a sector, if exposure to specific sub-sector/industry is less than 10 per cent of Tier I Capital, such exposures shall be clubbed and disclosed as “Others" within that sector.
3. The above computation is based on management's estimates, business activities of the borrowers, assumptions and adjustments which have been relied upon by the auditors.
(vi) Institutional set-up for liquidity risk management
The company's Board of Directors has overall responsibility of management of liquidity risk. The Board decides the strategic
policies and procedures of the Company to manage liquidity risk in accordance with approved risk tolerance limits.
Asset Liability Committee (ALCO) of the Company, instituted by Board of Directors, is responsible for ensuring adherence to
the risk tolerance limits as well as implementing the liquidity risk management strategy of the Company.
Note:
1 Total Liabilities has been computed as sum of all liabilities (Balance Sheet figure) less Equity including Reserves/Surplus.
2 Public Funds includes funds raised either directly or indirectly through public deposits, inter-corporate deposits, bank finance and all funds received from outside sources such as funds raised by issue of Commercial Papers, debentures etc. but excludes funds raised by issue of instruments compulsorily convertible into equity shares within a period not exceeding 5 years from the date of issue.
3 Other short-term liabilities includes short-term borrowing upto 12 months excluding commercial paper, trade payables, short-term financial and non-financial liabilities.
4 Total Borrowings includes outstanding principal balances (i.e. excluding interest accrued thereon) of all types of borrowings either debt securities or borrowings (other than debt securities) .
b. Disclosure of Policy on dealing with Related Parties Transactions
The Company has made a list of related parties after considering the requirements and based on the annual declaration received from individuals like directors. The directors are also required to inform the Company of any changes to such declaration during the year.
All related party transactions are reported and referred for approval to the Audit Committee as per section 177 of the Companies Act, 2013. The Audit committee may grant general approval for repetitive related party transactions. Such general approval will be valid for a period of one year and a fresh approval shall be taken for every financial year.
As per section 188 of the Act, the consent of the Board/Shareholders' approval is required, by a special resolution in a general meeting, for entering into the specified transactions with a related party, if they are not in ordinary course of business of the Company or at arm's length and exceeds the threshold limits as specified in the Act."
41 Long-term contracts
The company did not have any long-term contracts including derivative contracts for which any provision is required for the foreseeable losses.
42 Additional Regulatory Information (to the extent applicable and reportable)
(i) Title deeds of Immovable Properties not held in name of the Company
The company does not hold any Immovable Properties at any time during the financial year ending March 31, 2026 and March 31,2025. hence the same is not applicable.
(ii) Details of Benami Property held:
No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as at March 31,2026 and March 31,2025.
(iii) Wilful Defaulter:
The Company is not declared wilful defaulter by any bank or financial institution or other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India during the year ended March 31,2025 and March 31,2024.
(iv) Relationship with Struck off Companies
The Company does not have any transactions with the struck off companies under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year ended March 31,2026 and March 31,2025.
(iv) Compliance with number of layers of companies
The Company is in compliance with number of layers of companies, as prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017
(v) Registration of charges or satisfaction with Registrar of Companies (ROC)
The Company does not have any charges pending for registration with the Registrar of Companies beyond the statutory period.
(vi) Utilisation of Borrowed funds and share premium:
(a) The Company has not advanced or loaned or invested (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall,
- 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 Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall;
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries."
(vi) Analytical Ratios:
(a) Capital to risk-weighted assets ratio (CRAR) Refer Note no. 37.01
(b) Tier I CRAR Refer Note no. 37.01
(c) Tier II CRAR Refer Note no. 37.01
(d) Liquidity Coverage Ratio Not Applicable
43 Disclosure in relation to Undisclosed Income
There have been no transactions which have not been recorded in the books of accounts, that have been surrendered or disclosed as income during the year ended March 31,2026 and March 31,2025 in tax assessments under the Income tax act, 1961. There have been no previously unrecorded income and related assets which were to be properly recorded in the books of accounts during the year ended March 31,2026. and March 31,2025.
44 Details of Crypto currency or Virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the year ended March 31,2026 and March 31, 2025.
45 The Company has not granted any loans or advances in the nature of loans to promoters, Directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person that are:
(a) repayable on demand or
(b) without specifying any terms or period of repayment
Disclosure pertaining to stock statement filed with banks or financial institutions- The Company has availed of the facilities (secured borrowings) from the lenders inter alia on the condition that, the Company shall provide or create or arrange to provide or have created, security interest by way of a first pari passu charge of the loans. Security interest is created by charge creation towards security and debenture trustee on behalf of security holders and debenture holders.
46 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 software. Further, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
47 Amount less than C500 have been shown at actuals against respective line items statutorily required to be disclosed.
48 Previous year figures have been regrouped/ reclassified, wherever considered necessary, to conform to current year classification/disclosure.
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