SG Finserv has issued a comprehensive postal ballot notice dated December 18, 2025, seeking shareholder approval for three critical corporate governance resolutions through electronic voting.

Director Re-appointments

The company proposes to re-appoint two seasoned banking professionals as Non-Executive Independent Directors for extended terms.

Mr. Dukhabandhu Rath Re-appointment

Mr. Rath joined SBI in 1984 as a Probationary Officer and has managed diverse roles across Corporate Office, Independent Circles, Regional Offices, and operational assignments both in India and abroad. His qualifications include CAIIB and B.A.(HONS), with expertise in Banking, Cost Management, Strategic planning, Corporate Governance, Industrial Relationship Management, and CSR.

Mr. H.S.U. Kamath Re-appointment

Mr. Kamath brings over four decades of meritorious service in the Indian Banking Industry. He joined Union Bank of India in 1973 as a Probationary Officer and served as Branch Manager for 12 years before taking on senior roles across three other Public Sector Banks. His qualifications include CAIIB and B.Com, with expertise in Banking, MSME Loan, Retail Banking, Recovery and Legal, Operations, Risk Management, International Operations, Treasury, and Credit Monitoring.

Related Party Transaction Approval

The third resolution seeks approval for material related party transactions with SGupta Holding Private Limited.

The proposed transactions relate to raising debt for financing the company's onward lending activities. All transactions will be conducted on an arm's length basis and in the ordinary course of business. The value represents 15.81% of the company's annual standalone turnover for the immediately preceding financial year.

Voting Process and Timeline

SG Finserv has engaged Central Depository Services (India) Limited (CDSL) to provide remote e-voting facilities to shareholders.

In compliance with MCA circulars, the company is sending the notice only in electronic form to members whose email addresses are registered with the Company/Registrar and Transfer Agent/Depositories. Physical copies of the postal ballot form will not be distributed.

Corporate Governance Compliance

The resolutions comply with various regulatory requirements including Sections 149, 150, and 152 of the Companies Act, 2013, SEBI Listing Regulations, and Secretarial Standards. Both independent directors have submitted declarations confirming their independence criteria and eligibility for re-appointment.

The Board of Directors, based on performance evaluation and recommendations from the Nomination and Remuneration Committee, believes that the knowledge, expertise, and experience of both directors will be of immense value to the company's continued growth and governance.

SG Finserv Limited, a prominent player in the financial services sector, has announced a significant addition to its leadership team. The company's Board of Directors has approved the appointment of Mr. Lalit Gupta as Chief Business Officer, effective November 10, 2025. This strategic move, categorized under Senior Management Personnel, was based on the recommendation of the Nomination and Remuneration Committee and formalized through a board resolution dated November 4, 2025.

A Wealth of Experience

Mr. Gupta brings to SG Finserve an impressive track record spanning over 27 years in the banking and financial services industry. His career trajectory includes key positions at some of India's most respected financial institutions, including Axis Bank, Barclays, HDFC Bank, and the State Bank of India (SBI).

Expertise and Achievements

Lalit Gupta's areas of expertise encompass:

• Corporate Banking
• Trade Finance
• Supply Chain Financing

His most recent notable role was at Axis Bank, where he served as Country Head-Sales, Trade SCF. Under his leadership, Axis Bank's Supply Chain Financing portfolio became one of the top two in India.

Career Highlights

Throughout his career, Mr. Gupta has demonstrated a consistent ability to drive transformational growth, build high-performing teams, and pioneer digital financing initiatives.

Appointment Details

The appointment of Mr. Lalit Gupta as Chief Business Officer was made in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. SG Finserve Limited has confirmed that Mr. Gupta is not related to any Director of the company, ensuring adherence to corporate governance standards.

This strategic appointment underscores SG Finserve's commitment to strengthening its leadership team with experienced professionals. Mr. Gupta's extensive background in corporate banking and trade finance is expected to contribute significantly to the company's growth and strategic initiatives in the dynamic financial services landscape.