Capfin India Ltd Directors Report

To, The Members, Capfin India Limited

Dear Members,

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, 2026.

FINANCIAL PERFORMANCE

The Companys financial performance for the financial year ended March 31, 2026 is summarized as below:

(Rs. in Lakh)

Particulars	2025-26	2024-25
Revenue from operations	23.49	90.85
Other Income	0.01	0.04
Total Income	23.50	90.89
Expenditure	100.16	73.82
Profit and Loss before Tax	(76.66)	17.07
Less: Provision for tax including deferred tax	17.12	(0.85)
Profit/ (Loss) after Tax	(59.54)	16.22

The Financial Statements for the Financial Year ended March 31, 2026, forming part of the Annual Report for the FY 2025-26, 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.

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

During the year under review, the Company reported a total income of Rs. 23.50 Lakh compared to Rs. 90.89 Lakh in the previous year. The profit/(loss) before depreciation and income tax stood at Rs. (76.66) Lakh, with a provision of Rs. (17.12) Lakh made towards income tax. Consequently, there is a net loss of Rs. 59.54 Lakh during the financial year 2025-26. The Company continues to take proactive measures to diversify and expand its business operation.

CHANGE IN THE NATURE OF BUSINESS

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

SHARE CAPITAL

Authorized Share Capital

During the year under review, the Authorized Share Capital of the Company has been increased from Rs. 4,00,00,000/- (Rupees Four Crore Only) divided into 40,00,000 (Forty Lakh) equity shares of face value of Rs. 10 (Rupees Ten Only) to Rs.10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) equity shares of face value of Rs. 10 (Rupees Ten Only).

Paid-up Share Capital

During the year under review, the Company had allotted 10,30,000 (Ten Lakh Thirty Thousand) equity shares of face value of 10/- each at an issue price of 32.88/- (Rupees Thirty-Two and Eighty-Eight Paise Only) per equity share, including a securities premium of 22.88/- per equity share, aggregating 3,38,66,400/- (Rupees Three Crore Thirty-Eight Lakh Sixty-Six Thousand Four Hundred only). The said equity shares were allotted on a preferential basis to the identified investors, including the Promoters, on March 31, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Consequent to the aforesaid preferential allotment, the paid-up equity share capital of the Company increased to 3,96,82,300/- (Rupees Three Crore Ninety-Six Lakh Eighty-Two Thousand Three Hundred only) as at March 31, 2026.

DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2026.

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, 2026.

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, 2026, the Company has loss amounting to Rs. (59.54) Lakhs. Accordingly, the Company has not transferred any amount to the Statutory Reserve pursuant to Section 45-IC of the RBI Act, 1934.

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

Subsequent to the close of the financial year ended March 31, 2026 and upto the date of this report, below material change have occurred:

1. The Company has allotted 5,80,000 (Five Lakh Eighty Thousand) equity shares of face value of 10/- each at an issue price of 32.88/- (Rupees Thirty-Two and Eighty-Eight Paise only) per equity share, including a securities premium of 22.88/- per equity share, aggregating to 1,90,70,400 (Rupees One Crore Ninety Lakh Seventy Thousand and Four Hundred). The said equity shares were allotted on a preferential basis to the identified investors, including the Promoters, on April 14, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

DEPOSITS

The Company has not accepted any public deposits during FY 2025-26 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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 2025-26.

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.

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 2025-26 the position is as under:

	Financial Year Ended
Particulars	March 31, 2026	March 31, 2025
Income in foreign currency	NIL	NIL
Expenditure in foreign currency	NIL	NIL

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

Board of Directors

DIN	Name Of Director	Designation	Date of Appointment	Date of Resignation
01733060	Mr. Umesh Kumar Sahay	Chairperson, Non-Executive Non-Independent Director	October 09, 2024	-
01873087	Mr. Abhishek Narbaria	Managing Director	October 09, 2024	-
08095079	Mr. Mangina Srinivas Rao	Non-Executive Independent Director	July 08, 2024	-
09054785	Ms. Gayathri Srinivasan Iyer	Non-Executive Independent Director	July 08, 2024	-

Key Managerial Personnel

Name of KMP	Designation	Date of Appointment	Date of Resignation
1. Mr. Abhishek Narbaria	Managing Director	October 09, 2024	-
2. Mr. Vishal Omprakash Sharma	Chief Financial Officer	April 10, 2025	-
3. Mr. Neeraj Kumar Patil	Company Secretary and Compliance Officer	April 10, 2025	-

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. Neeraj Kumar Patil was appointed as a Company Secretary and Compliance Officer with effect from April 10, 2025. II. Mr. Vishal Omprakash Sharma was appointed as Chief Financial Officer with effect from April 10, 2025. III. Mr. Umesh Kumar Sahay was appointed as Chairperson of the Company with effect from May 11, 2026.

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. Accordingly, the Company has appointed Ms. Gayathri Srinivasan Iyer, as Independent Director (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.

DETAILS OF BOARD MEETING HELD

The 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 companys 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 year under review, total 7 (Seven) Meetings of the Board of Directors were held on April 10, 2025, May 15, 2025, August 1, 2025, September 5, 2025, November 14, 2025, January 23, 2026 and February 20, 2026.

Name of Director	Designation	No. of Meeting Entitled to Attend	No. of Meetings Attended	% of Attendance	Attended Previous AGM on September 29, 2025
1. Mr. Umesh Kumar Sahay	Chairperson and Non-Executive Non- Independent Director (NE NID)	7	4	57%
2. Mr. Abhishek Narbaria	Managing Director (MD)	7	7	100%
3. Mr. Mangina Srinivas Rao	Non-Executive Independent Director (NE ID)	7	7	100%
4. Ms. Gayathri Srinivasan Iyer	Non-Executive Independent Director (NE ID)	7	7	100%

Note:

1. Mr. Umesh Kumar Sahay has been appointed as Chairperson with effect from May 11, 2026.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Secretarial Standards, a separate meeting of the Independent Directors was held during the Financial Year on March 30, 2026, to review the performance of the Non-Independent Directors including the Chairperson of the Company and performance of the Board as a whole and to assess the quality, quantity and timeliness of flow of information between the management of the Company and Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. Moreover, the Non-Independent Directors and Management Personnel did not take part in the meeting.

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 managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The Audit Committee plays a vital role in providing independent oversight of the Companys 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 Companys financial position and performance.

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

		Dates of Meetings
Names	Designation	10-04- 2025	15-05- 2025	01-08- 2025	14-11- 2025	23-01- 2026	20-02- 2026	% of Attendance
Mr. Mangina Srinivas Rao	Chairperson							100%
Mr. Abhishek Narbaria	Member							100%
Ms. Gayathri Srinivasan Iyer	Member							100%

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 Companys 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 transaction(s), 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 Companys corporate governance framework and enhancing stakeholder confidence.

The previous Annual General Meeting of the Company was held on September 29, 2025 and the same was attended by Mr. Mangina Srinivas Rao, 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:

		Dates of Meetings
Names	Designation	10-04-2025	05-09-2025	% of Attendance
Ms. Gayathri Srinivasan Iyer	Chairperson			100%
Mr. Umesh Kumar Sahay	Member			50%
Mr. Mangina Srinivas Rao	Member			100%

The previous Annual General Meeting of the Company was held on September 29, 2025 and the same was attended by Ms. Gayathri Srinivasan Iyer, 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:

Names	Designation	Dates of Meeting 14-03-2026	% of Attendance
Mr. Umesh Kumar Sahay	Chairperson		100%
Mr. Abhishek Narbaria	Member		100%
Ms. Gayathri Srinivasan Iyer	Member		100%

The previous Annual General Meeting of the Company was held on September 29, 2025 and the same was attended by Mr. Umesh Kumar Sahay, 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, 2025, 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.

Details of composition of Risk Management Committee are as below:

Names	Designation	Category
Mr. Abhishek Narbaria (MD)	Chairperson	Managing Director
Mr. Umesh Kumar Sahay (NE NID)	Member	Non-Executive Non-Independent Director
Ms. Gayathri Srinivasan Iyer (NE ID)	Member	Non-Executive Independent Director

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to the provisions of Section 178 of the Act and the Listing Regulations the Board of Directors, on recommendation of the Nomination and Remuneration Committee, has adopted the “Policy on Nomination, Remuneration and Board Diversity” as amended on May 11, 2026. The Policy, inter alia, lays down the criteria for appointment of Directors, Key Managerial Personnel and Senior Management Personnel, their qualifications, positive attributes and independence of Directors, and provides the framework for determining remuneration, performance evaluation and succession planning, with a view to attracting, retaining and motivating competent individuals to contribute towards the sustainable growth and long-term success of the Company.

The Policy, inter alia, lays down the criteria for identifying and appointing the individuals who are qualified to be appointed as Directors, Key Managerial Personnel (“KMP”), Senior Management Personnel (“SMP”). It also provide the framework for evaluation of the performance of Board, its committee and individual Directors, and for determining the remuneration payable to Directors, KMPs and SMPs. The remuneration framework is designed to ensure that the level and composition of remuneration is reasonable, adequate and commensurate with the roles, responsibilities and performance of such personnel, and is aligned with the objective of attracting, retaining and motivating talent to contribute towards the long-term growth and sustainable success of the Company.

The said Policy is available on the Companys website under the web link: www.capfinindia.in/investor-relation/policies/.

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.

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, the Company has organised and facilitated familiarisation programs for its Independent Directors to enable them to familiarise themselves with the Company, its business, operations and the industry in which it operates.

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 arms length basis.

Accordingly, the sub-section (1) of the Section 188 of the Act, is not applicable during the year under review.

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of the Act, and the Listing Regulations. The mechanism enables Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct or any other improper practices, without fear of retaliation.

Your Company hereby affirms that no Director/Employee has been denied access to the Chairperson of the Audit Committee. Further, no complaint was received through the said mechanism during the year under review.

The Vigil Mechanism/Whistle Blower Policy is hosted on the website of the Company under the web-link: www.capfinindia.in/wp-content/uploads/2026/06/Vigil-Mechanism-policy.pdf

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.

RBI COMPLIANCES

The Company is registered as a non-deposit taking non-systemically important NBFC, categorized as a 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 2025-26, there were no frauds committed by the Company and no material frauds committed on the Company by its officers or employees.

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.

AUDITORS & THEIR REPORT

a. Statutory Auditors

Pursuant to Section 139, 141 and 142 of the Act read with relevant Rules thereunder, M/s. Mehra Goel & Co. LLP , Chartered Accountants, (Firm Registration Number: 000517N/N500502) 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, 2026 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 2025-26. The Secretarial Audit Report for the FY 2025-26 with this Boards 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

The detailed explanation or comment on qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report is as follows:

Observations	Explanations
1. The Company has filed Return DNBS-13 for Quarter ended December 31, 2025 on January 29, 2026 with delay of 7 days.	The Company had filed the DNBS-2 and DNBS-13 returns for the quarter ended December 31, 2025, on January 29, 2026, resulting in a delay of 7 days. The delay was attributable to technical and login-related issues encountered by the Company swhile accessing the RBI CIMS portal.
2. The Company has filed Return DNBS-02 for Quarter ended December 31, 2025 on January 29, 2026 with delay of 7 days.	However, the Company had duly prepared and shared the requisite data/information with the Reserve Bank of India within the prescribed timeline, demonstrating its commitment to timely regulatory compliance and good corporate governance.
3. Pursuant to section 39(4) read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules 2014, the signed list of allottees is not attached to Form PAS-3 for Allotment of 10,30,000 Equity share made on private placement cum preferential basis by Management Committee Meeting dated March 31, 2026. The List of allotees is enclosed in the form in excel format.	The Company respectfully submits that the complete List of Allottees was duly furnished along with Form PAS-3 through the MCA V3 filing system in Excel format, in compliance with the applicable provisions of law.
	The List of Allottees contained all the requisite particulars relating to the allotment and was duly verified and affirmed by the authorised signatory of the Company as being complete and correct in all respects, based on the records of the Company. Further, the prescribed declaration in Form PAS-3 confirming that all required attachments had been completely, correctly and legibly attached was duly made as part of the filing.
	Accordingly, the Company submits that the requirement relating to furnishing of the List of Allottees was duly complied with, and the requisite particulars of the allotment were duly submitted to the Registrar of Companies along with the prescribed affirmation as to their completeness and correctness

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 2025-26. 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 2026-2027. The required consent to act as the Internal Auditors of the Company for the FY 2026-2027 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.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACSY:

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 Companys 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.

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

The Company is committed to providing a safe and healthy work environment for all its employees. During the financial year under review, the Company had less than ten employees and, accordingly, the requirement to constitute an Internal Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was not applicable to the Company. During the year under review, no complaints relating to sexual harassment were received.

Particular	Status
1. number of complaints of sexual harassment received during the year	Nil
2. number of complaints disposed-off during the year	Nil
3. number of cases pending for more than ninety days	Nil

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company affirms that it is fully compliant with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments thereof.

During the year under review, the Company has ensured that all eligible female employees were granted maternity benefits in accordance with the provisions of the Act. There were no instances of non-compliance or complaints reported under the Maternity Benefit Act, 1961 as amended during the reporting period.

CODE OF CONDUCT

The Companys commitment towards 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.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at

Annexure -III.

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 2025-26 is available on Companys website at www.capfinindia.in.

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.

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.

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.

ACKNOWLEDGEMENT:

The Board of Directors wishes 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
	Umesh Kumar Sahay	Abhishek Narbaria
Date: September 7, 2026	Chairperson	Managing Director
Place: Pune	DIN:01733060	DIN: 01873087