Your Directors have immense pleasure in presenting you their report along with the Audited Financial
Statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The Company's financial performance for the financial year ended March 31, 2025 is summarized as below:

The Financial Statements for the Financial Year ended March 31, 2025, forming part of the Annual Report
for the FY 2024-25, which have been prepared in accordance with Ind AS notified under Section 133 of the
Companies Act, 2013 ("the Act") and other relevant provisions of the Act.

2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

During the year under review, the Company reported a total income of Rs. 90.89 Lakh, a significant increase
compared to Rs. 23.92 Lakh in the previous year. The profit before depreciation and income tax stood at
Rs. 17.07 Lakh, with a provision of Rs. (0.85) Lakh made towards income tax. Consequently, the Company
has achieved a net profit of Rs. 16.22 Lakh during the financial year 2024-25, marking a strong turnaround
from the net loss of Rs. (46.26) Lakh recorded in the previous financial year 2023-24. The Company
continues to take proactive measures to diversify and expand its business operation.

3. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the current financial year.

4. SHARE CAPITAL

The Authorized Share Capital of the Company is INR 4,00,00,000/- (Rupees Four Crore Only). During the
year under review, there was a change in the Company's paid-up equity share capital due to preferential
allotment of 73,530 (Seventy-Three Thousand Five Hundred and Thirty) Equity Shares of face value of Rs.
10 each of the Company at a price of Rs. 340 (Rupees Three Hundred and Forty only) (including a premium
of Rs. 330) per equity share aggregating to Rs. 2,50,00,200 (Rupees Two Crore Fifty Lakh and Two Hundred
only) to the Promoters on preferential basis. On March 31, 2025, the paid-up capital stood at INR

2,93,82,300/- (Rupees Two Crore Ninety-Three Lakhs Eighty-Two Thousand Three Hundred Only) divided
into 29,38,230 (Twenty-Nine Lakh Thirty-Eight Thousand Two Hundred and Thirty) Equity Shares of INR 10/-
(Rupee Ten Only) each.

5. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2025.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 ("Act") do not apply as there was no
outstanding unclaimed/unpaid dividend as on March 31, 2025.

7. TRANSFER TO RESERVES:

Under section 45-IC (1) of Reserve Bank of India ('RBI') Act, 1934, Non-Banking Financial Companies
('NBFCs') are required to transfer a sum not less than 20% of its net profit every year to Reserve fund before
declaration of any dividend, if any.

During the year ended March 31, 2025, the Company has profit amounting to Rs. 16.22 Lakhs. The Company
has transferred Rs. 3.56 Lakhs in the Statutory Reserve pursuant to Section 45-IC of the RBI Act, 1934.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF THIS REPORT:

There have been no material changes and commitments affecting the Financial position of the Company
which have occurred between the end of the Financial Year 2024-25 and the date of this Report. However,
during the aforesaid period following events occurred:

1. During the year under review, an Open Offer was made by Mr. Abhishek Narbaria ("Promoter 1")
and Mr. Umesh Kumar Sahay ("Promoter 2") for the acquisition of a majority stake in the total paid-
up and voting equity share capital of the Company, in compliance with the SEBI (SAST) Regulations,
2011 and pursuant to the observation letter received from SEBI vide letter no. SEBI/HO/CFD/CFD-
RAC-DCR1/P/OW/2023/44128/1 dated November 01, 2023. Further, the Reserve Bank of India,
vide its letter dated July 03, 2024, has granted approval for the Change of Management and
Shareholding of the Company. The current shareholding pattern of the Company is available on the
website of the Company.

2. Change in Registered Officer of the Company from "1C/13, Basement, New Rohtak Road, North
West, Delhi, Delhi, India, 110005" to "6th Floor, VB Capitol Building, Range Hills Road, Opp. Hotel
Symphony, Bhoslenagar, Shivajinagar, Aundh, Pune, Haveli, Maharashtra, India, 411007" i.e. from
State of Delhi to State of Maharashtra and change of ROC Delhi to ROC Pune, with effect from May
13, 2025.

3. The Company has during the year under review, issued 1,50,000 Convertible Equity Warrants on
preferential basis to Sixth Venture Advisors LLP, Promoter Group at a price of Rs. 340 each
(including the warrant subscription price and the warrant exercise price) aggregating up to Rs.
5,10,00,000 (Rupees Five Crore Ten Lakh only).

4. During the year, the Company raised INR 2,50,00,000 by way of preferential allotment and INR
1,27,50,000 by way of issuance of convertible warrants. Out of the said proceeds, an amount of INR
2,50,200 remains unutilized as on the date of this report.

9. DEPOSITS:

The Company has not accepted any public deposits during FY 2024 -25 within the meaning of Section 73 of
the Companies Act, 2013 and the rules made there under as per NBFC Guidelines issued by the Reserve
Bank of India. Further, the Company being NBFC the Companies (Acceptance of Deposits) Rules, 2014 are
not applicable to the Company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT,
2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the
financial statements, which forms an integral part of Annual Report for the FY 2024-25.

11. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility under section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The Company has no activity requiring conservation of energy or technology absorption; therefore,
particulars of statement under Section 134 (m) of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014 for conservation of energy and technology absorption are not applicable to the
Company.

Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the current year 2024-25 the position is as under:

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
Board of Directors

Key Managerial Personnel

The following changes took place in the Board of Directors and Key Managerial Personnel during the
financial year under review and till the date of this Report:

I. Mr. Abhishek Narbaria was designated a Managing Director w.e.f. Nov 4, 2024.

II. Ms. Priyanka Chaudhary Richhpal has resigned from the position of Company Secretary and
Compliance Officer with effect from closure of business hours of May 05, 2024.

III. Mr. Ashok Kumar Mohta (DIN: 08485341) has resigned as a Non-Executive Independent Director with
effect from June 24, 2024.

IV. Mr. Sanjaymohan Singh Rawat (M. No. 74205) was appointed as a Company Secretary and Compliance
Officer with effect from July 30, 2024 and has resigned with effect from the closure of the business
hours of January 17, 2025

V. Mr. Sanjay Kukreja (DIN: 08506956) and Ms. Sarita Mantry (DIN: 01111382) has resigned from the
Directorships of the Company w.e.f. November 04, 2024.

VI. Ms. Rachita Mantry Kabra (DIN: 03414391) has resigned as a Whole-time Director and Chief Financial
Officer with effect from the closure of business hours of January 21, 2025.

Women Director

In terms of the provisions of Section 149 of the Companies Act, 2013, a Company shall have at least one-
Woman Director on the Board of the Company. The Company has appointed Ms. Gayathri Srinivasan Iyer,
as Woman Director on the Board of the Company.

Independent Director:

In terms of Section 149 of the Act and SEBI Listing Regulations, Ms. Gayathri Srinivasan Iyer (DIN: 09054785)
and Mr. Mangina Srinivas Rao (DIN: 08095079) are the Independent Directors of the Company as on date
of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the
Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with
Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code
of Conduct of the Company as applicable to the Board of Directors and Senior Management. The Company
has received confirmation from all the Independent Directors of their registration on the Independent
Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules
made thereunder and are independent of the management.

14. DETAILS OF BOARD MEETING HELD:

Board meetings are vital for the Company as they provide a structured forum for Directors to review
strategies, assess financial performance, and make informed decisions. It ensures compliance with legal
and regulatory requirements, promote transparency, and uphold accountability to shareholders and
stakeholders. Effective board meetings are instrumental in driving organizational growth, enhancing
corporate governance practices, and safeguarding the company's long-term sustainability and success.

The Meeting of Board of Directors and its Committees are held and convened in compliance with the
provisions the Companies Act, 2013 read with rules made thereunder, Secretarial Standards and SEBI Listing
Regulations.

During the Financial Year under review total 11 (Eleven) Meetings of the Board of Directors were held on
May 24, 2024, July 08, 2024, July 30, 2024, August 14, 2024, September 06, 2024, October 09, 2024,
November 04, 2024, November 14, 2024, December 16, 2024, February 05, 2025 and February 19, 2025.

Note:

1. Mr. Abhishek Narbaria and Mr. Umesh Sahay were appointed as a Directors w.e.f. October 9, 2024.

2. Mr. Abhishek Narbaria was designated a Managing Director w.e.f. Nov 4, 2024.

3. Ms. Gayartri Srinivasan Iyer and Mr. Mangina Rao were appointed as Independent Directors w.e.f. July 8, 2024.

4. Ms. Rachita Mantry Kabra, WTD and CFO has resigned w.e.f. the closure of business hours of January 21, 2025.

5. Mr. Sanjay Kukreja, Independent Director and Ms. Sarita Mantry, Non-Executive Director resigned w.e.f. November 4,
2024

6. Mr. Ashok Kumar Mohta resigned as NEID w.e.f. June 23, 2024

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of your Company met twice during the year without the presence of Non¬
Independent Directors and members of the management. The meetings were conducted in formal
ways to enable the Independent Directors to, inter alia, for recommendations on the open offer for
acquiring shares of the company and discuss matters pertaining to review of performance of Non¬
Independent Directors and the Board as a whole, review the performance of the Chairperson of the
Company after taking into account the views of the Executive and Non- Executive Directors, assess the
quality, quantity and timeliness of flow of information between the Company management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

15. COMMITTEES OF THE BOARD:

The Committees of the Board are structured in accordance with the provisions of the Companies Act, 2013
and SEBI Listing Regulations, as required, ensuring they have an appropriate composition of Board
members. The meetings of Committees are convened regularly to fulfil its responsibilities as assigned by
the Board from time to time while adapting to the evolving business requirements.

I. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 and other applicable laws. The members of the Audit Committee are financially
literate and have experience in financial management. The Audit Committee is constituted in line to
monitor and provide effective supervision of the management's financial reporting process, to ensure
accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial
Reporting.

Details of composition of Audit Committee, its meetings and attendance are as below:

NA: - Not Applicable
J' - Present

Note:

1. Mr. Sanjay Kukreja and Ms. Sarita Mantry ceased to be a Chairperson and member, respectively, w.e.f. November 4, 2024.

2. Mr. Ashok Kumar Mohta ceased to be a member w.e.f. June 23, 2024.

3. Mr. Mangina Srinivas Rao was appointed as member w.e.f. July 8, 2024 and as Chairperson w.e.f. November 4, 2024.

4. Ms. Gayatri Iyer and Mr. Abhishek Narbaria was appointed as member w.e.f. November 4, 2024.

The Audit Committee plays a vital role in providing independent oversight of the Company's financial
reporting processes and in promoting the highest standards of integrity, transparency, and accuracy in
financial disclosures. In accordance with the provisions of Section 177 of the Companies Act, 2013 and other
applicable regulatory frameworks, the Committee is entrusted with the responsibility of monitoring the
integrity of the financial statements to ensure that they present a true and fair view of the Company's
financial position and performance.

The Committee exercises oversight over the work performed by the management, internal auditors, and
statutory auditors, and periodically reviews the adequacy and effectiveness of the Company's internal
control systems and risk management processes. The Audit Committee ensures the independence,
objectivity, and effectiveness of the statutory auditors by recommending their appointment, remuneration,
and terms of engagement, as well as evaluating their performance.

In addition, the Committee reviews related party transactions, oversees the functioning of the vigil
mechanism, and discharges such other responsibilities as may be delegated by the Board of Directors from
time to time. Through these functions, the Audit Committee contributes significantly to strengthening the
Company's corporate governance framework and enhancing stakeholder confidence.

The previous Annual General Meeting of the Company was held on September 28, 2024 and the same was
attended by Mr. Sanjay Kukreja, Chairperson of the Audit Committee.

During the year all the recommendations of the Audit Committee were approved by the Board of Directors.
II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of the Board has been constituted in accordance with
the provisions of Section 178 of the Companies Act, 2013, as amended from time to time, along with other
applicable regulatory requirements. The Committee plays a crucial role in overseeing key processes related
to the composition and effectiveness of the Board and senior management. Its primary responsibilities
include formulating and recommending to the Board policies relating to the appointment, re-appointment,
selection, and remuneration of Directors, including their relatives, and Key Managerial Personnel (KMP) of
the Company.

The Committee is also entrusted with reviewing and recommending any revision, modification, or
enhancement in the terms of appointment or remuneration of such individuals. Through these processes,
the Committee ensures that the Company attracts, retains, and motivates individuals of the highest caliber,
while upholding principles of meritocracy, transparency, and good governance.

Details of composition of Nomination and Remuneration Committee, its meetings and attendance are as
below:

NA: - Not Applicable
J' - Present

Note:-

1. Mr. Ashok Kumar Mohta ceased to be a member w.e.f. June 24, 2024.

2. Mr. Mangina Srinivas Rao appointed as a member w.e.f. July 8, 2024.

3. Ms. Sarita Mantry and Mr. Sanjay Kukrej ceased to be a member and chairperson, respectively, w.e.f. October 9, 2024.

4. Ms. Gayathri Srinivasan Iyer and Mr. Umesh Kumar Sahay are appointed as a Chairperson and Member, respectively, w.e.f.
October 9, 2024.

The previous Annual General Meeting of the Company was held on September 28, 2024 and the same was
attended by Mr. Sanjay Kukreja, Chairperson of the Nomination and Remuneration Committee.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee is constituted in compliance with the provisions of Section 178
of the Companies Act, 2013, as amended from time to time, along with other applicable regulatory
requirements. It specially looks into various aspects of interest of shareholders. The primary objective of
the Committee is to consider and resolve the concerns and complaints relating to transfer/transmission of
shares, non-receipt of declared dividends, non-receipt of annual reports, dematerialization of shares, and
all such other Investors' queries/ complaints as received from time to time.

To expedite the process and for effective resolution of grievances / complaints and to redress all various
aspects of interest of the Members /Investors of the Company, the Company Secretary of the Company
acts as a Secretary of the Stakeholders' Relationship Committee and under her supervision, the Committee
redresses the issues/ grievances / complaints of Members / Investors.

Details of composition of Stakeholders Relationship Committee, its meetings and attendance are as
below:

NA: - Not Applicable
J' - Present
Note: -

1. Mr. Ashok Kumar Mohta ceased to be a member w.e.f. June 24, 2024.

2. Mr. Mangina Srinivas Rao was appointed as a member w.e.f. July 8, 2024 and ceased to be a member w.e.f. Nov 4, 2024.

3. Ms. Sarita Mantry and Mr. Sanjay Kukreja ceased to be a member and chairperson, respectively, w.e.f. November 4, 2024.

4. Mr. Umesh Kumar Sahay was appointed as a chairperson w.e.f. November 4, 2024

5. Mr. Abhishek Narbaria and Ms. Gayatri Srinivasan Iyer was appointed as members w.e.f. Nov 4, 2024

The previous Annual General Meeting of the Company was held on September 28, 2024 and the same was
attended by Mr. Sanjay Kukreja, Chairperson of the Stakeholders Relationship Committee.

IV. RISK MANAGEMENT COMMITTEE

As per Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 Chapter VI, the NBFC shall constitute a Risk Management Committee
("RMC") either at Board Level or Executive Level. The RMC shall be responsible for evaluating the overall
risks faced by the NBFC including liquidity risk and shall report to the Board.

The Risk Management Committee was constituted February 5, 2025.

Details of composition of Risk Management Committee are as below:

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination & Remuneration Committee of Board of Directors has formulated a policy for selection,
appointment, remuneration and determine Directors' Independence of Directors which inter-alia requires
that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors,
KMP and senior management employees and the Directors appointed shall be of high integrity with relevant
expertise and experience so as to have diverse Board and the Policy also lays down the positive
attributes/criteria while recommending the candidature for the appointment as Director. Nomination &
Remuneration Policy is uploaded on the website of the Company i.e. at www.capfinindia.in.

17. FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by RBI. All the Directors and Senior Management
of the Company have affirmed compliance with the Code of Conduct of the Company.

18. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, Individual Directors and Board Committees was
conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board performance evaluation was carried out on the basis of criteria such as the Board composition
and structure, effectiveness of Board processes, information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc. The above
criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India.

The Board or the NRC reviewed the performance of individual Directors on the basis of criteria such as the
contribution of the individual Director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board
as a whole was evaluated. The Board also assessed the quality, quantity and timeliness of flow of
information between the Company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties. The above evaluations were then discussed in the Board
meeting and performance evaluation of Independent directors was done by the entire Board, excluding the
Independent Director being evaluated.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing Regulations, kindly refer
to the Company's website www.capfinindia.in for details of the familiarization program for IDs on their
roles, rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters.

20.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any related party transactions as provided in sub-section (1) of section
188 of the Companies Act, 2013 which are not in its ordinary course of business or not on arm's length
basis.

Hence, in accordance with proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the
sub-section (1) of section 188 of the Companies Act, 2013 is not applicable to our Company.

21.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of
section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are
not applicable.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to
report to the management instances of unethical behavior, actual or suspected, fraud or violation of the
Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of
the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person
has been denied access to the Chairperson of the Audit Committee.

23. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act,
2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is annexed as Annexure I.

24. RBI COMPLIANCES

The Company is registered as a non-deposit taking non-systemically important NBFC ("Base Layer"). The
Company has complied with and continues to comply with all applicable laws, rules, circulars, guidelines
and regulations, including the RBI Directions.

During FY 2024-25, there were no frauds committed by the Company and no material frauds committed on
the Company by its officers or employees.

25. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) 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 a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit and loss of the
Company for that period;

(c) 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;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

26.AUDITORS & THIER REPORT:

a. Statutory Auditors

Pursuant to Section 139, 141 and 142 of the Act read with relevant Rules thereunder, M/s Mehra
Goel & Co., Chartered Accountants, New Delhi (Firm Registration Number:000517N) were
appointed as a Statutory Auditors of the Company in its 31^st Annual General Meeting ("AGM")
held on September 18, 2023, for a first term of five consecutive years effective from the
conclusion of this 31^st AGM till the conclusion of the 36^th AGM to be held in the year 2028, at such
remuneration plus out of-pocket expenses and applicable taxes etc., as may be mutually agreed
between the Board of Directors of the Company and the Auditors.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT

The Auditors' Report for the financial year ended March 31, 2025 does not contain any
qualification, reservation, or adverse remark. The report is enclosed with the financial statements
in the Integrated Annual Report.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with relevant Rules thereunder, M/s
Sachapara & Associates, Practicing Company Secretaries, Mumbai through its Proprietor CS Chirag
Sachapara having Membership No F13160 and Certificate of Practice No. 22177 were appointed
to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit
Report for the FY 2024-25 with this Board's Report as Annexure -II.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS
SECRETARIAL AUDIT REPORT

Point-wise explanations or comments on the qualifications, reservations, adverse remarks, or
disclaimers made by the Secretarial Auditor in respect of RBI compliances in his report are as
follows:

* The observations of the Secretarial Auditor arose consequent to the change in management of
Capfin India Limited following its acquisition. Post receipt of RBI approval, the process for
obtaining the required logins was initiated and the pending returns were duly filed by the new
management. Being a going concern, the management duly acknowledges the observations raised
by the Secretarial Auditor.

c. Internal Auditors

Pursuant to Section 138 of the Act read with relevant Rules thereunder, M/s Dhirubhai Shah &
Co. LLP, Chartered Accountants (FRN- 102511W/W100298) were appointed as an Internal
Auditors of the Company for the financial year 2024-25.

Further, the Board has re-appointed M/s Dhirubhai Shah & Co. LLP, Chartered Accountants (FRN-
102511W/W100298) as an Internal Auditors of the Company for the FY 2025-2026.

The required consent to act as the Internal Auditors of the Company for the FY 2025-2026 has
been received by the Company from the said Internal Auditors, on terms & conditions as mutually
agreed upon between the Internal Auditors and the Board/Management of the Company.

d. Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

27.INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:

According to Section 134(5) (e) of the Companies Act, 2013, the Internal Financial Control (IFC) means
the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of
business, including adherence to the Company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures
that all the assets are safeguarded and protected and the transactions are authorized, recorded and
reported correctly.

To further strengthen the internal control process, the Company has developed the very comprehensive
compliance management tool to drill down the responsibility of the compliance from top management
to executive.

Based on the results of such assessments carried out by management, no reportable material weakness
or significant deficiencies in the design or operation of internal financial controls was observed.

28.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on Prevention, Prohibition, and Redressal of Sexual Harassment at
the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any
complaints pertaining to sexual harassment.

29. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961.

During the year under review, the Company did not have 10 or more employees at any point of time.
Accordingly, the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company.

30. CODE OF CONDUCT:

Commitment to ethical and professional conduct is fundamental for all employees of the Company,
including the Board of Directors and Senior Management Personnel. This Code of Conduct is designed
to provide a framework for ethical decision-making and to guide professional behaviour across all levels
of the organization.

The Code emphasizes that every individual must be fully aware of, and comply with, applicable laws and
regulations, uphold the highest standards of integrity, express professional opinions responsibly, and
maintain corporate discipline at all times. Furthermore, the duties and responsibilities of Directors,
including those prescribed for Independent Directors under the Companies Act, 2013, are an integral
part of this Code.

All members of the Board and Senior Management Personnel are required to affirm their compliance
with the Code of Conduct on an annual basis.

31. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at
Annexure -III.

32.EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return for FY 2023-24 is available on Company's website at www.capfinindia.in.

33.SECRETARIAL STANDARDS:

During the year under review the Company has complied with Secretarial Standards on Board and General
Meetings issued by Institute of Company Secretaries of India.

34. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI Listing Regulations compliance with the Corporate Governance provisions
as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and
Para C, D, and E of Schedule V shall not apply to the Company having Paid up Equity Share Capital not
exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial
year. The Company is covered under the exception given under Regulation 15(2) of SEBI Listing Regulations
therefore Company is not required to comply with the said provisions.

35. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there
were no transactions on these items during the year under review:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company and its future operation

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

• There has been no one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions.

36. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services
by all the employees of the Company. The Board of Directors would also like to express their sincere
appreciation for the assistance and co-operation received from the financial institutions, banks,
government and regulatory authorities, stock exchanges, customers, vendors, members during the year
under review.

By Order of the Board of Directors
For Capfin India Limited

Sd/- Sd/-

Abhishek Narbaria Umesh Kumar Sahay

Date: September 5, 2025 Managing Director Director

Place: Pune DIN:01873087 DIN:01733060