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, 2025.

1. FINANCIAL PERFORMANCE

The Companys financial performance for the financial year ended March 31, 2025 is summarized as below: (Rs. in Lakh)

P A R T I C U L A R S	202425	202324
Revenue from operations	90.89	22.57
Other Income	0.04	1.35
Total Income	90.89	23.92
Expenditure	73.82	90.56
Profit and Loss before Tax	17.07	(66.64)
Add/Less: Provision for tax including deferred tax	(0.85)	20.37
Profit/ (Loss) after Tax	16.22	(46.27)

The Financial Statements for the Financial Year ended March 31, 2025, forming part of the Annual Report for the FY 202425, 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 COMPANYS 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 202425, marking a strong turnaround from the net loss of Rs. (46.26) Lakh recorded in the previous financial year 202324. 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 Companys paidup equity share capital due to preferential allotment of 73,530 (SeventyThree 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 paidup capital stood at INR

2,93,82,300/ (Rupees Two Crore NinetyThree Lakhs EightyTwo Thousand Three Hundred Only) divided into 29,38,230 (TwentyNine Lakh ThirtyEight 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 45IC (1) of Reserve Bank of India (‘RBI) Act, 1934, NonBanking 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 45IC 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 202425 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 paidup 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/CFDRACDCR1/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 202425.

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 202425 the position is as under:

	FINANCIAL YEAR ENDED
PARTICULARS
	MARCH 31, 2025	MARCH 31, 2025
Income in foreign currency	NIL	NIL
Expenditure in foreign currency	NIL	NIL

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

Board of Directors

							DATE OF	DATE OF
DIN		NAME OF DIRECTOR		DESIGNATION
							APPOINTMENT	RESIGNATION
01873087		Mr. Abhishek Narbaria		Managing Director			October 09, 2024
01733060		Mr. Umesh Kumar		NonExecutive	Non		October 09, 2024
		Sahay		Independent Director
08095079	Mr. Mangina Srinivas		NonExecutive			July 08, 2024
	Rao		Independent Director
09054785	Ms. Gayathri		NonExecutive			July 08, 2024
	Srinivasan Iyer		Independent Director

Key Managerial Personnel

					DATE OF	DATE OF
Sl. No.	NAME OF KMP	DESIGNATION
					APPOINTMENT	RESIGNATION
1	Mr. Neeraj Kumar Patil	Company	Secretary	and	April 10, 2025
		Compliance Officer
2	Mr. Vishal Omprakash	Chief Financial Officer			April 10, 2025
	Sharma

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 NonExecutive 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 Wholetime 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 oneWoman 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.

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 companys longterm 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.

			NO. OF			Attended
				NO. OF
	NAME OF		MEETING		% of	Previous AGM
S.NO.		DESIGNATION		MEETINGS
	DIRECTOR		ENTITLED TO		Attendance	on September
				ATTENDED
			ATTEND			28, 2024
1.	Mr. Abhishek	Managing Director (MD)
			5	5	100%	NA
	Narbaria
2.	Mr. Umesh	NonExecutive Non
	Kumar Sahay	Independent Director	5	5	100%	NA
		(NE NID)
3.	Mr. Mangina	NonExecutive
	Srinivas Rao	Independent Director (NE	9	9	100%
		ID)
4.	Ms. Gayathri	NonExecutive
	Srinivasan	Independent Director (NE	9	9	100%
	Iyer	ID)
5.	Ms. Rachita	WholeTime Director and
	Mantry Kabra	Chief Financial Officer	9	9	100%
		(WTD & CFO)
6.	Ms. Sarita	NonExecutive Director
			6	6	100%
	Mantry	(NED)
7.	Mr. Sanjay	NonExecutive
	Kukreja	Independent Director (NE	6	6	100%
		ID)
8.	Mr. Ashok	NonExecutive
	Kumar Mohta	Independent Director (NE	1	1	100%	NA
		ID)

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, NonExecutive 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 NonIndependent 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 NonIndependent 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 managements 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:

			DATES OF MEETINGS					% of
NAMES	DESIGNATION	2405	1408	0609	1411	1612	0502	Attendance
		2024	2024	2024	2024	2024	2025
Mr. Mangina Srinivas Rao	Chairperson
		NA						100%
(NE ID)
Mr. Sanjay Kukreja (NE ID)	Chairperson					NA		100%
Mr. Abhishek Narbaria	Member
			NA					100%
(MD)
Ms. Gayathri Srinivasan	Member
			NA					100%
Iyer (NE ID)
Ms. Sarita Mantry (NED)	Member					NA		100%
Mr. Ashok Kumar Mohta	Member
					NA			100%
(NE ID)

NA: Not Applicable

: 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 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.

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 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

Companys 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.

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, reappointment, 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					% of
NAMES	DESIGNATION	2405	0609	0910	0411	1612	0502	Attendance
		2024	2024	2024	2024	2024	2025
Ms. Gayathri Srinivasan	Chairperson
			NA					100%
Iyer (NE ID)
Mr. Sanjay Kukreja (NE ID)	Chairperson					NA		100%
Mr. Umesh Kumar Sahay	Member
			NA					100%
(NE NID)
Mr. Mangina Srinivas Rao	Member
		NA						100%
(NE ID)
Ms. Sarita Mantry (NED)	Member					NA		100%
Mr. Ashok Kumar Mohta	Member
					NA			100%
(NE ID)

: 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, nonreceipt of declared dividends, nonreceipt 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:

		DATES OF MEETINGS	% of Attendance
NAMES	DESIGNATION
		31032025
Mr. Umesh Kumar Sahay (NE NID)	Chairperson		100%
Mr. Sanjay Kukreja	Chairperson	NA	NA
Mr. Abhishek Narbaria (MD)	Member		100%
Ms. Gayathri Srinivasan Iyer (NE ID)	Member		100%
Mr. Mangina Srinivas Rao (NE ID)	Member	NA	NA
Ms. Sarita Mantry (NED)	Member	NA	NA
Mr. Ashok Kumar Mohta	Member	NA	NA

NA: Not Applicable

: 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 (NonBanking 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:

NAMES	DESIGNATION	CATEGORY
Mr. Abhishek Narbaria (MD)	Chairperson	Managing Director
Mr. Umesh Kumar Sahay (NE NID)	Member	NonExecutive NonIndependent Director
Ms. Gayathri Srinivasan Iyer (NE ID)	Member	NonExecutive Independent Director

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 interalia 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 NonIndependent 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 Companys 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 subsection (1) of section 188 of the Companies Act, 2013 which are not in its ordinary course of business or not on arms length basis.

Hence, in accordance with proviso four of subsection (1) of section 188 of the Companies Act, 2013, the subsection (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 Companys 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 nondeposit taking nonsystemically 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 202425, 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 ofpocket 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 202425. The Secretarial Audit Report for the FY 202425 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

Pointwise 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:

Observations	Explanation
1. The Company has filed Return	Response to Observation: We acknowledge the
DNBS13 for Quarters ended March	remark regarding the delay in giving disclosures.
31, 2024, June 30, 2024, September
30, 2024 and December 31, 2024	Reason for Delay: The delay in filing the returns for
on January 23, 2025.	the period from April 1, 2024 to December 31, 2024,
	was due to the time taken by the Reserve Bank of
2. The Company has filed Return	India in approving and issuing new Centralised
DNBS02 for Quarter ended June	Information Management System (CIMS) login
30, 2024 on February 14, 2025 and	credentials. Since the Company received the
for Quarters ended March 31,	credentials only after December 2024, the returns
2024, September 30, 2024 and	could be filed subsequently.
December 31, 2024 on February 15,
2025.	Action taken: Upon receipt of the CIMS login
	credentials from the Reserve Bank of India, the
3. The Company has filed Return	Company had promptly filed all the pending returns
DNBS10 for the year ended March	for the aforesaid period.
31, 2024 on 14.02.2025.

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 202425.

Further, the Board has reappointed M/s Dhirubhai Shah & Co. LLP, Chartered Accountants (FRN 102511W/W100298) as an Internal Auditors of the Company for the FY 20252026.

The required consent to act as the Internal Auditors of the Company for the FY 20252026 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 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 wellplaced, 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.

Sl. No. Particular	Status
1. number of complaints of sexual harassment received in the year	NIL
2. number of complaints disposedoff during the year	NIL
3. number of cases pending for more than ninety days	NIL

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 decisionmaking 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 SUBSECTION (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 202324 is available on Companys 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 subregulation (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 cooperation 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