Unifinz Capital India Ltd Management Discussions

INDUSTRY STRUCTURE AND DEVELOPMENTS

Global Economic Overview

The global economy in 2025 operated in an environment characterized by shifting trade dynamics, geopolitical uncertainties and divergent growth trajectories among major economies. The implementation of higher tariff rates across several jurisdictions disrupted global trade flows and prompted businesses to accelerate imports during the early part of the year. Consequently, global economic growth moderated to approximately 2.8%-3.0% during 2025 as compared to 3.3% in 2024.

The United States experienced slower growth amid policy uncertainties and rising input costs, while Chinas economic expansion remained constrained by challenges in the property sector and external trade barriers. Growth across the Eurozone remained subdued owing to structural industrial challenges and fluctuating energy prices. Monetary policy actions also diverged among major economies as central banks responded differently to inflationary pressures and economic growth concerns.

Despite these challenges, global financial markets remained broadly resilient, supported by easing inflationary trends and selective policy support measures. However, geopolitical tensions and supply chain disruptions continued to pose risks to global growth prospects.

Indian Economic Overview

India continued to demonstrate remarkable economic resilience during FY 2025-26 and retained its position as the fastest-growing major economy in the world. Strong domestic consumption, sustained public capital expenditure, robust manufacturing activity and continued digital transformation supported economic growth despite global uncertainties.

According to advance estimates, Indias real GDP growth for FY 2025-26 is estimated at approximately 7.6%. Growth was driven by strong manufacturing performance, resilient domestic demand, expanding services activity and continued government investment in infrastructure development. The services sector recorded robust growth led by financial services, real estate, professional services, trade, transportation and hospitality sectors.

Inflationary pressures moderated significantly during the year supported by favorable agricultural output, stable commodity prices and prudent monetary policy measures. The Reserve Bank of India maintained a supportive policy stance to sustain economic growth while ensuring price stability.

The Government of India continued its focus on fiscal consolidation while simultaneously promoting economic growth through infrastructure development, tax reforms and policy initiatives aimed at improving ease of doing business. Foreign direct investment inflows remained healthy, reflecting investor confidence in Indias long-term growth prospects.

Financial Services and NBFC Industry

Indias financial services sector continued to expand steadily during FY 2025-26, supported by increasing formalization of the economy, rising digital adoption and improving financial inclusion across urban and rural markets.

The banking sector remained resilient with historically low levels of non-performing assets and strong capital adequacy. The NBFC sector also demonstrated stability, supported by adequate capitalization, healthy profitability and improving asset quality.

Digital lending, fintech innovation and technology-driven customer acquisition models continued to reshape the lending landscape. Increasing penetration of smartphones, digital payment infrastructure and account aggregator frameworks have enhanced access to credit, particularly in underserved and semi-urban markets.

Retail credit demand remained strong during the year, although regulators maintained close oversight of unsecured lending segments to ensure sustainable growth and prudent risk management. Secured lending products, including gold loans, vehicle finance and business loans, witnessed healthy demand supported by economic expansion and increasing credit awareness.

Outlook

India remains well positioned to maintain strong economic growth supported by favorable demographics, increasing formalization, rapid digital adoption and sustained policy reforms. Continued investments in infrastructure, financial inclusion and technology are expected to create significant opportunities for financial institutions and fintech-driven NBFCs.

The Company believes that the long-term growth potential of the Indian lending and financial services sector remains strong. Increasing demand for accessible and technology-enabled credit solutions, expanding digital ecosystems and supportive regulatory initiatives are expected to drive sustainable growth opportunities for the Company in the coming years.

The Company will continue to focus on responsible lending practices, technology-led innovation, prudent risk management and customer-centric solutions to capitalize on emerging opportunities while maintaining long-term financial sustainability.

Disclosure under Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 and Rule 12(9) of Companies (Share Capital & Debentures) Rules, 2014 for the financial year ended March 31, 2026 (FY 2026)

A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 including the Guidance note on accounting for employee share-based payments issued by ICAI or any other relevant accounting standards as may be prescribed from time to time

Please refer Note no. 38 (e) of Standalone Financial Statements for FY 2026 .

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by Central Government or any other relevant accounting standards as issued from time to time

Please refer Note no. 38 (e) of Standalone Financial Statements for FY 2026.

C. Summary of status of stock options granted:

I. The description of Unifinz Capital India Limited - Employee Stock Option Plan 2025 is summarised as under:

S. No. Particulars	Details
1 Date of shareholders approval	December 10, 2025
2 Total number of options approved under the Scheme	50,00,000*
3 Vesting requirements	Vesting may be time based or performance based as determined by the Compensation Committee, from time to time.
4 Exercise price or pricing formula	As determined by the compensation Committee, from time to time.
5 Maximum term of options granted	As determined by the compensation Committee, subject to the compliance of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
6 Source of shares (primary, secondary or combination)	Primary
7 Variation in terms of options	Nil

* Pursuant to the provisions of the Companys ESOP Plan, the number of Options and the Exercise Price shall be appropriately adjusted in the event of any sub-division, split, consolidation of Equity Shares or any other corporate action. Accordingly, the number of Options shall increase and the Exercise Price shall reduce in case of a split/sub-division, and vice versa in case of consolidation.

II. Method used to account for ESOP

The fair value at grant date has been determined using the Black- Scholes model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

III. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed

Not applicable.

IV. Option movement during the year

Number of options outstanding at the beginning of the year	Nil
Number of options granted during the year	40,50,000
Number of options forfeited / lapsed during the year	Nil
Number of options vested during the year	Nil
Number of options exercised during the year	Nil
Number of shares arising as a result of exercise of options	Nil
Money realized by exercise of options (INR), if scheme is implemented directly by the Company	Not Applicable
Loan repaid by the Trust during the year from exercise price received	Not Applicable
Number of options outstanding at the end of the year	40,50,000
Number of options exercisable at the end of the year	Nil

V. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock

Not Applicable

VI. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to:

a. Senior Managerial Personnel

Name	Designation	No. of Options Granted During the Year	Exercise Price
Mr. Srikanta Kumar Khatei	Chief Technology Officer	60,000	INR 10/- per option
Mr. Vijay Kumar Singh	Chief Financial Officer	60,000	INR 10/- per option
Mr. Ankur Koul	Chief Marketing Oficer	50,000	INR 10/- per option
Mr. Bhuvaneshwar Sharma	Head- Finance & Accounts	35,000	INR 10/- per option
Mr. Adesh Saunakiya	Head-Product	35,000	INR 10/- per option
Md Noushad Alam	Chief Manager Treasury	35,000	INR 10/- per option
Mr. Devendra Singh	Head of operations & Customer Care	35,000	INR 10/- per option
Mr. Amit Kumar	Head Recovery	35,000	INR 10/- per option
Mr. Ranvijay	Head Legal	35,000	INR 10/- per option
Ms. Ritu Tomar	Company Secretary	35,000	INR 10/- per option
Ms. Priyanka Sachdeva	Head HR & Admin	35,000	INR 10/- per option
Mr. Manoj Kumar Swain	Head-Technology	25,000	INR 10/- per option
Mr. Harshit Singh	Head -Credit	10,000	INR 10/- per option

b. any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and

Name	Designation	No. of options granted during the year	% of options granted
-	-	-	-

c. identified employees who were granted option during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

Name	Designation	No. of options granted during the year	Exercise Price
Kaushik Chatterjee	Chief Executive Officer	34,15,000	INR 10/- per option

VII. A description of the method and significant assumptions used during the year to estimate

the fair value of options including the following information:

a. the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;

weighted-average values of share price	INR 92.05/-
exercise price	Rs. 10
expected volatility	54.83% - 56.80%
expected option life	Less than 1%: Vesting period Vest 1: 2.50 Years Vest 2: 3.00 Years Vest 3: 3.50 Years
	More than 1%: Vesting Frequency: in one time First Year : 100%
expected dividends	0.75%
the risk-free interest rate	6.23%- 6.40%

b. the method used and the assumptions made to incorporate the effects of expected early exercise

Black-Scholes option pricing Model

c. How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during a period.

The measure of volatility used in the Black Scholes option pricing model is the annualized standard deviation of the continuously compounded rates of return on the stock over a period of time. The entitys stocks were publicly traded on BSE. Hence, we have taken the daily volatility of the share prices on Investing.com, over a period prior to the date of grant, corresponding to the expected life of the options.

d. Whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition

The fair value of the options was determined using the Black-Scholes Option Pricing Model. The valuation considered factors such as the market price of the share, exercise price, expected life of the option, expected volatility, expected dividend yield and risk-free interest rate. No additional market-based conditions were considered in determining the fair value of the options.

Disclosures in respect of grants made in three years prior to IPO under each ESOP

No Applicable

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 15(1) OF THE COMPANIES (APPOINTMENT OF MANAGERIAL PERSONNEL) RULES, 2014.

Particulars of Employees

a) Remuneration details under Rule 15(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended for the financial year ended 31 March 2026

Name of Director/ Key Managerial Personnel	DESIGNATION	Ratio of remuneration of director to median remuneration of employees	% increase in remuneration in FY2026
(A)Non-Executive Director
Ms. Ritu Sharma*	Non-Executive Director	1.99:1	-
Mr. Manish Aggarwal	Non-Executive Director	0.83:1	-
Mr. Rishi Kapoor	Independent Director	1.72:1	-
Mr. Ankit Singhal	Independent Director	0.25:1	-
Mr. Vinod Kumar	Independent Director	1.86:1	-
Mr. Shubh Charn Bansal	Independent Director	0.83:1	-
(B)Key-Managerial Personnel
Mr. Vijay Kumar Singh	Chief Financial Officer	32.68:1	-
Mr. Kaushik Chatterjee	Chief Executive Officer	54.35:1	49.37
Ms. Ritu Tomar	Company Secretary	3.83:1	30.00

Note 1- The Independent Directors have been paid only sitting fees during the financial year, hence their remuneration with the median remuneration of the employees is not comparable. However, their ratio of sitting fees paid to the median remuneration of employees have been provided above.

*Note 2- Ms. Ritu Sharma, Non-Executive Director of the Company, receives remuneration for professional consultancy services rendered to the Company in her professional capacity. The remuneration paid is in accordance with the applicable provisions of the Companies Act, 2013 and has been duly approved by the Board of Directors, wherever required.

b) The percentage increase in the median remuneration of the employees in the Financial Year is Nil as there has not been any increment of median remuneration of employees as compare to the last financial year.

c) The number of permanent employees on the rolls of the Company at the end of the Financial Year is 517 employees.

d) The average percentile increase in remuneration of the employees in FY26 was 10.00%.

It is hereby affirmed that the remuneration of Directors and Key Managerial Personnel is as per the Remuneration Policy of the Company.

Annexure-V

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 st MARCH 2026

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Unifinz Capital India Limited

5th Floor, Rajlok Building, 24, Nehru Place,

South Delhi, New Delhi-110019

CIN: L17111DL1982PLC013790 Authorized Share Capital: 90,00,00,000 Paid up Share Capital: 44,26,80,850 Date of Incorporation: 02/06/1982

I was appointed by the Board of Directors of Unifinz Capital India Limited to conduct Secretarial Audit for the period commencing from 1st April 2025 to 31st March 2026.

The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Unifinz Capital India Limiteds books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March 2026 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Unifinz Capital India Limited (the Company) for the financial year ended on 31st March 2026 according to the provisions of following Laws (whichever applicable):

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and Not Applicable during the period under review.

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable during the period under review.

a. and other applicable laws.

In respect of other laws specifically applicable to the Company, I have relied on information/records produced by the Company during the course of our audit and the reporting is limited to that extent.

In respect of Direct and Indirect Tax Laws like Income Tax Act, Goods & Service Tax Act, Excise & Custom Acts we have relied on the Reports given by the Statutory Auditor of the company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited (BSE);

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with an appropriate balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board during the period under review were carried out in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, during the period under review, there was one instance of non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the non-filling of the vacancy of a Woman Director within the prescribed period of three months. In this regard, BSE Limited imposed a penalty of ^2,47,800, which was subsequently paid by the management of the Company. Thereafter, the Company applied for waiver of the aforesaid penalty, and the application was subsequently accepted by the Internal Regulatory Oversight and Review Group (IRORG) of BSE Limited.

Adequate notices are given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The dissenting members views were required to be captured and recorded as part of the minutes wherever applicable.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

To,

The Members,

Unifinz Capital India Limited

5th Floor, Rajlok Building, 24, Nehru Place,

South Delhi, New Delhi-110019

My Secretarial Audit Report for Financial Year ended on 31st March 2026 of even date is to

be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Account of the company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of event etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

Form-AOC-2

Particulars of contracts / arrangements made with related parties

[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including certain arms length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arms length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2026, which were not at arms length basis.

Details of material contracts or arrangement or transactions at arms length basis

There were no material contracts or arrangements or transactions entered into during the year ended March 31, 2026.