Unifinz Capital India Ltd Directors Report

Dear Members,

Your directors are pleased to present the 42nd Annual Report on the business and operations of the Unifinz Capital India Limited ("the Company or "UCIL") along with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL SUMMARY

The Companys financial performance for the year ended 31st March, 2025 is summarised below:

(Rs in Lac)

Particulars	2024-25	2023-2024
Total Income
Revenue from Operations	12,135.32	2980.16
Other Income	65.67	2.54
Profit before Finance Costs, Depreciation and amortization Expenses and Taxes	3475.47	291.98
Less: Finance Charges	667.79	389.76
Less: Depreciation & Amortization Expenses	144.23	76.07
Profit Before Tax Expense	2663.45	(173.85)
Less: Provision for Taxes	657.86	(60.06)
Profit After Taxes	2005.58	(113.78)
Other Comprehensive Income	(6.20)	3.88
Total Comprehensive Income for the year	1999.38	(109.90)

STATE OF COMPANY AFFAIRS

The Company has successfully completed its another year and marked turnover of Rs.12,135.32 Lacs.

The Major key highlights are given below:

Business Performance

a) Financial Highlight

Here are the key financial performance highlights of the Company for the Financial Year 2024-2025 to be presented to the shareholders:

• Revenue from operations significantly grew to H2,135.32 lakh, representing a substantial increase of ^9155.16 lakh compared to the previous years figure of ^2980.16 lakh.

• The Profit after Tax increased to ^2005.58 lakh from the previous years Loss H13.78 lakh, indicating a increase of ^2119.16 lakh due to increase in operational revenue.

In spite of the uncertainties of the market and increased competition during fiscal year 2024-25, the company has achieved significant growth across key financial metrics. This success is attributable to our robust operating model, steadfast focus on our long-term business plan, and unwavering commitment to serving our customers.

The companys resilience and determination have been instrumental in achieving significant value creation and impressive profit growth. We are firmly confident that the company is well-positioned for continued profitable expansion, leveraging our solid fundamentals and unwavering dedication.

CHANGE IN THE NATURE OF THE BUSINESS

The Company operates as a Non-Banking Financial Company (Non- Deposit Taking Company). There are no changes in the nature of business.

Scale Based Regulation (SBR):

The Company continues to comply with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc. as prescribed by RBI from time to time.

Capital Structure

A. SHARE CAPITAL

i. Authorized Share Capital:

The Authorized Share Capital of your Company as on March 31, 2025 divided into 25,00,00,000 equity shares of Rs. 10/- each.

During the year company has increased its authorised capital two (2) times in following manner:

(a) Increased from from ^3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into

35.00. 000 (Thirty Five Lakhs Only) equity shares of H0/- (Rupees Ten only) each to ^8,50,00,000/- (Rupees Eight Crore Fifty Lakhs Only) divided into 85,00,000 (Eighty Five Lakhs Only) equity shares of face value H0.00/- each by the creation of additional

50.00. 000 (Fifty Lakhs) equity shares of H0/- (Rupees Ten) each as on 27th May,2024.

(b) Further increased from ^8,50,00,000/- (Rupees Eight Crore Fifty Lakh Only) divided into 85,00,000 (Eighty Five Lakh) equity shares of H0/- (Rupees Ten only) each to ^25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of face value H0.00/- each by the creation of additional

1,65,00,000 (One Crore Sixty Five Lakh) equity shares of H0/- (Rupees Ten only) each as on 29th January,2025.

ii. Issued, Subscribed and Paid-up Share Capital:

The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 8,85,36,170 divided into 88,53,617 equity shares of Rs. 10/- each.

During the year the Company has increased the paid-up capital as follows:

a. Allotment of 50,00,000 (Fifty Lakh) convertible warrants, on preferential basis to non-promoters with an option to convert the same into equal number of equity shares at a price of Rs. 56.20/- per warrant, including premium of Rs. 46.20/- per share on face value of Rs. 10/- per share as on 26th June, 2024.

b. allotment of 1,82,000 (One Lakh Eighty- Two Thousand) Equity shares of the face value of INR 10.00/- only per Equity Share of the Company, at a price of INR 211.05/- (including a premium of INR 201.05/-) per equity share as on 16th September, 2024.

c. Allotment of 32,17,000 (Thirty-Two Lakh Seventeen Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each upon conversion of warrants at an issue price of Rs. 56.20/- (Rupees Fifty-Six and Twenty Paise only) each, including premium of Rs. 46.20/- each as on 31st December,2024.

d. Allotment of 5,31,617 (Five Lakh Thirty-One Thousand Six Hundred Seventeen) Equity shares of face value of H0.00/- only per Equity Share of the Company, at a price of ^420.50/- (including a premium of ^410.50/- ) per equity as on 04th March, 2025.

e. Allotment of 17,83,000 (Seventeen Lakh Eighty-Three Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each upon conversion of warrants at an issue price of Rs. 56.20/- (Rupees Fifty-Six and Twenty Paise only) each, including premium of Rs. 46.20/- each as on 21st March,2025.

B. Buy back of securities

The Company has not bought back any of its securities during the year under review.

C. Bonus Shares

No bonus shares were issued during the year under review.

D. Issue of Equity Shares under ESOP

No Equity shares under ESOP shares were issued during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There are no significant material changes and commitments affecting the financial position of the company that occurred between the end of financial year and the date of this Report.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture, or Associate Company.

Hence, the prescribed Form AOC-1 containing the salient features of the financial statements of subsidiaries, associate companies, and joint ventures is not included in this report.

LISTING WITH STOCK EXCHANGES

During the Year Company has voluntary delisted the Equity shares from Metropolitan Stock Exchange of India Limited.

The Companys equity shares are listed on BSE stock Exchange and having the stock code is:

BSE Limited (BSE): 541358

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai - 400 001,

Maharashtra, India

International Securities Identification Number (ISIN) of the Companys equity shares, having face value of ^ 10 each, is INE926R01012.

Listing fees for the Financial Year 2025-26 have been paid to the Stock Exchanges.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the financial year ended 31st March, 2025, are prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

FINANCE

During FY 2024-25, the Company met its funding requirements through an Inter-Corporate Deposits ("ICDs") and borrowing from Non- Banking Finance Company.

DIVIDEND.

Your company has paid an interim dividend of Rs. 0.50 per Equity Share of Rs.10 each for the Financial Year ended March 31, 2025..

TRANSFER TO RESERVE

Under section 45-IC 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.

The Company has transferred an amount of Rs. 401 Lacs Under section 45-IC of reserve Bank of India (RBI) Act,1934.

DEPOSITS

The Company being a non-deposit taking non-systemically important Non-Banking Financial Company ("NBFC-ND- NSI"), the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable. Requirement of Disclosures as per NBFC regulations have been made in this Annual Report.

BOARD OF DIRECTORSAND KEY MANAGERIAL PERSONNEL

A. DIRECTORS

The composition of the Board of Directors of the Company is in compliance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

As on the date of this Report, the Board comprises 4

Directors, including 3 Independent Directors. The

Board functions with a clear focus on safeguarding and enhancing the long-term value for all stakeholders. Its decisions and actions are strategically aligned with the Companys vision and objectives.

The Board plays a pivotal role in guiding the Companys overall direction by critically evaluating its strategic plans, governance policies, and operational performance, thereby reinforcing its commitment to effective oversight and sustainable value creation.

i. COMPOSITION OF BOARD AS ON 31st MARCH, 2025 AS FOLLOWS:

Name of Directors	Designation and	Category
Mr. Pawan Kumar Mittal	Non- Executive Directors	Promoter Group
Mrs. Kiran Mittal*	Non- Executive Directors	Promoter Group
Mr. Rishi Kapoor	Independent Director	Non-Executive, Independent Director
Mr. Vinod Kumar	Independent Director	Non-Executive, Independent Director
Mr. Ankit Singhal	Independent Director	Non-Executive, Independent Director

* Mrs. Kiran Mittal resigned from the position of Non-executive Director with effect from 01st May,2025

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act, 2013 Mr. Pawan Kumar Mittal (DIN: 00749265) retires by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment. The Board recommends his reappointment.

The brief profile of Mr. Pawan Kumar Mittal, director who is to be re-appointed form part of the notes and explanatory statement to the notice of the ensuing Annual General Meeting.

iii. APPOINTMENT AND CESSATION:

During the financial year 2024-25 there was no appointment and cessation of Director(s).

After financial year ended 31st March,2025 Mrs. Kiran Mittal resigned from the position of Non-executive Director w.e.f. 01st May,2025.

iv. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the Management.

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the Independent Directors held their separate meeting on 07.02.2025 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i. review the performance of non-independent directors and the Board as a whole;

ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

iii. 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.

v. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out explained hereunder:

The evaluations are based on questionnaire prepared which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing 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 its duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

vi. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the long-term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on professional competence and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the Company required running the Company successfully.

vii. NUMBER OF BOARD MEETINGS

During the year under review, nineteen (19) Board Meeting(s) were duly convened and held, are as follows:

1. 29th April, 2024;

2. 21st May, 2024;

3. 30th May, 2024;

4. 26th June, 2024;

5. 8th August, 2024;

6. 31st August, 2024;

7. 16th September, 2024;

8. 30th October, 2024;

9. 9th December, 2024;

10. 31st December, 2024;

11. 1st January, 2025;

12. 14th January, 2025;

13. 7th February, 2025;

14. 22nd February, 2025;

15. 26th February, 2025;

16. 4th March, 2025;

17. 17th March, 2025;

18. 21st March, 2025;

19. 28th March, 2025

Each Director informs the Company on an annual basis about the Board and Board Committee positions he occupies in other companies including Chairmanships and notifies changes during the term of their directorship in the Company. None of the Directors on the Board are Members of more than ten Committees or Chairman of more than five Committees across all the public companies in which they are Directors. Other directorships do not include alternate directorships and companies incorporated outside India. Chairmanships / Memberships of Board Committees include only Audit and Stakeholders Relationship Committees.

Details of attendance of Directors in the Board Meeting during the Financial Year 2024-25 are as under:

	No. of Board Meetings		Whether attended the Last AGM
Name of Directors	Entitled to attend	Attended	Attended
Mr. Pawan Kumar Mittal	19	16	Yes
Mrs. Kiran Mittal*	19	16	Yes
Mr. Rishi Kapoor	19	19	Yes
Mr. Vinod Kumar	19	19	Yes
Mr. Ankit Singhal	19	18	No

*Mrs. Kiran Mittal has resigned from the position of non-executive director of the company w.e.f. 01st May,2025

B. KEY MANAGERIAL PERSONNEL

The Details of Key Managerial Personnel of the Company are mentioned below:

Ms. Ritu Sharma	Chief Financial Officer
Mr. Kaushik Chatterjee	Chief Executive Officer
Ms. Ritu Tomar	Company Secretary and Compliance Officer

APPOINTMENT AND CESSATION OF KMP

During the year 2024-2025 Ms. Ketna Kumari has resigned from the position of Company Secretary & Compliance officer of the w.e.f. 30.04.2024.

Ms. Ritu Tomar has appointed as the Company Secretary & Compliance officer of the Company w.e.f. 21st May,2025.

COMMITTEES OF BOARD OF DIRECTORS

The Board has constituted the Committees of the Board with specific terms of reference as per the requirements of the SEBI Listing Regulations and the Companies Act, 2013.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Risk Management Committee

iv. Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, coopting and fixing the terms of reference for members of various committees.

A. Audit Committee Composition

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Act. During the period under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

During the Financial Year 2024-2025, five Meetings of the Audit Committee were held on 29.04.2024, 30.05.2024, 08.08.2024, 30.10.2024 and 07.02.2025

The Audit Committee comprises of the following members:

Name of Member	Category	Meetings Attended
Mr. Rishi Kapoor	(Chairman) Non-Executive, Independent Director	5
Mr. Ankit Singhal	Member (Ex-Chairman) Non-Executive, Independent Director	5
Mr. Pawan Kumar Mittal	(Member)Non- Executive Director	5

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls.

Scope of the Audit Committee

The Audit Committee, inter alia, supports the Board to ensure an effective internal control environment. The Committee discharges such duties and functions with powers generally indicated in Listing Regulations.

The scope of the Audit Committee is as follows:

Terms of Reference

• Oversight of the Companys financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Reviewing, with the management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any Related Party Transactions; and

(g) Qualifications in Draft Audit Report

• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval; •

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the listed entity, wherever it is necessary;

• Evaluation of Internal Financial Controls and Risk Management Systems;

• Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;

• Reviewing the adequacy of Internal Audit Function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• Reviewing reports of internal audit and discussing with Internal Auditors on any significant findings of any internal investigations by the Internal Auditors and the executive managements response on matters and follow-up thereon;

• Reviewing reports of Cost audit, if any, and discussion with Cost Auditors on any significant findings by them;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Looking into the reasons for substantial defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of non-payment of declared dividends) and creditors;

• Reviewing the functioning of the Whistle Blower Mechanism;

• Approval of appointment of Chief Financial Officer after assessing the Qualifications, experience and background, etc. of the candidate;

• Recommending to the Board, the appointment and fixation of remuneration of Cost Auditors, if applicable;

• Evaluating Internal Financial Controls and Risk

Management Systems and reviewing the Companys financial and risk management policies;

• Reviewing the Management Discussion and Analysis of financial condition and results of operations;

• Reviewing the statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by management;

• Reviewing the Management Letters / letters of internal control weaknesses issued by the Statutory Auditors;

• Reviewing the Internal Audit Reports relating to internal control weaknesses;

• Reviewing compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, and verify that the systems for internal controls are adequate and are operating effectively; and

• Reviewing the utilisation of loans and/or advances from/investment by the Company in its subsidiary companies exceeding ^100 crore or 10% of the asset size of the subsidiary, whichever is lower.

• Recommending to the Board, the appointment, removal and terms of remuneration of Chief Internal Auditor.

• Reviewing the statement of deviations as follows:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

B. Nomination and Remuneration Committee Composition

The Nomination and Remuneration Committee of the Company comprises of three Non-Executive Directors namely Mr. Rishi Kapoor, Mr. Ankit Singhal and Mrs. Kiran Mittal (she resigned from position of Nonexecutive Director of the company w.e.f. 01.05.2025 and pursuant to this it was re-constituted with Mr. Vinod Kumar as the member of the Committee. Mr. Rishi Kapoor is the Chairman of the Committee.

Meeting and Attendance

During the Financial Year 2024-2025, two Meetings of the Nomination and Remuneration Committee were held on 21st May,2024 and 21st March, 2025

The following table summarises attendance details of Nomination and Remuneration Committee members during the year under review:

Name of Member	Category	Meetings Attended
Mr. Rishi Kapoor	(Chairman) Non-Executive, Independent Director	3
Mr. Ankit Singhal	(Member) Non-Executive, Independent Director	3
Mrs. Kiran Mittal*	(Member) non-executive	3
Mr. Vinod Kumar#	(Member) non-executive	0

*Mrs. Kiran Mittal has resigned from the position of non-executive director and as the member of Nomination and remuneration committee of the Company w.e.f. 01st May,2025. Pursuant to her resignation, nomination & remuneration committee has been reconstituted with Mr. Vinod Kumar as the Member of the committee.

#Mr. Vinod Kumar has been appointed as the member of the Committee w.e.f. 30th May,2025.

Terms of Reference

The Nomination and Remuneration Committee is empowered to review and recommend to the Board of Directors, appointment/re-appointment, remuneration and commission of the Directors and Senior Management of the Company with the guidelines laid down under the statute.

The terms of reference of the Committee inter alia, includes the following:

• Formulating the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a Policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees; •

• Formulating a criteria for evaluation of performance of Independent Directors and the Board of Directors;

• Devising a Policy on diversity of Board of Directors;

• Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal;

• Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors; and

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

Performance evaluation criteria for Independent Directors

Pursuant to the provisions of the Act, the Nomination and Remuneration Committee has laid down the Criteria for performance evaluation of the Board of Directors. The Board carries out the annual performance evaluation of its own performance, the Directors individually, Chairman as well as the evaluation of the working of its Nomination and Remuneration Committee. The performance of individual Directors including the chairman is evaluated on the parameters such as level of understanding and contribution, leadership skills, interpersonal skills, independence of judgment, safeguarding the interest of the Company and its shareholders etc. The performance evaluation of the Independent Directors is carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors is carried out by the Independent Directors and the Directors expressed their satisfaction with the evaluation process.

REMUNERATION OF DIRECTORS

The remuneration paid to the Executive Directors of the Company is decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee subject to the approval of shareholders, wherever required. The existing Remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The Remuneration Policy is in consonance with the existing industry practice:

(a) Non-Executive Directors

Non-Executive Directors/ Independent Directors are paid sitting fees for attending the meetings of Board of Directors within the prescribed limits. The table below provides the details of the sitting fees paid to the Non-Executive Directors during the FY 2024-2025:

S. No Name of the Non-executive Director	Sitting fees
1 Mr. Rishi Kapoor	5,00,000
2 Mr. Ankit Singhal	24,000
3. Mr. Vinod Kumar	4,80,000

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Members consisting of Non-Executive Independent Directors. Mr. Rishi Kapoor was the Chairman of the Committee.

The composition and terms of reference of the Stakeholders Relationship Committee are in accordance with the provisions of Section 178 of the Act and Regulation 20 read with Schedule II (Part D) of the Listing Regulations.

During the Financial Year 2024-25, 4 (Four) Stakeholders Relationship Committee Meeting were held on 29 April,2025, 08th August, 2024, 30th October,2024 and 13th January, 2025.

The Stakeholders Relationship Committee comprised of the following Directors as its members, as on 31 March, 2025 and Attendance at the said meetings is provided below:

Name of Member	Category	Meetings Attended
Mr. Rishi Kapoor	(Chairman) Non-Executive, Independent Director	4
Mr. Ankit Singhal	(Member) non-executive, Independent Director	4
Mr. Pawan Kumar Mittal	Member	4

Mr. Rishi Kapoor was present at the 4st Annual General Meeting of the Company held on 30th September, 2024 to answer the shareholders queries. Ms. Ritu Tomar, Company Secretary and Compliance Officer, acts as the Secretary to Stakeholders Relationship Committee. The terms of reference of the Stakeholders Relationship Committee, inter-alia, includes the following:

i. To look into various aspects of interest of shareholders, debenture holders and other security holders including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.

ii. Reviewing the measures taken for effective exercise of voting rights by shareholders.

iii. Reviewing of adherence to the service standards adopted in respect of various services being rendered by the Registrar & Share Transfer Agent.

iv. Reviewing the various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of the Company.

v. Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

During the year under review, Company has received no complaint from the shareholders of the Company.

COMPANYS POLICIES:

Pursuant to the provisions of the Companies Act, 2013 and other corporate laws, the Board of Directors are required to frame different Policies/ maintain systems/ plans and devise Codes. All the applicable policies will be available on the website of the Company at https://www.unifinz.in/ investor.php. Hereunder, details of Companys policies are detailed below:

1. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy which lays down a framework for selection and appointment of Directors, Key Managerial Personnel, Senior Management and for determining qualifications, positive attributes and independence of directors, fixation of their remuneration as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. VIGIL MECHANISM (WHISTLE BLOWER)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Companys commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Companys Code of Conduct.

3. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for Prevention and Redressal of Sexual Harassment, designed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. We are also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity.

4. POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OF INFORMATION

The Company has adopted a comprehensive Policy for Determination of Materiality of Events and Information, in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, to identify and disclose material events and information to the Stock Exchanges in a timely and transparent manner.

In addition, the Company has diligently complied with the directions, guidelines, and regulatory requirements prescribed by the Reserve Bank of India (RBI). We remain committed to upholding the highest standards of corporate governance, regulatory compliance, and transparency, and continue to ensure adherence to all applicable policies, codes, and statutory obligations.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

DISCLOSURE UNDER SECRETARIAL STANDARDS

The Directors state that the Company is complying with the applicable Secretarial Standard issued by Institute of Company Secretaries of India on meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

However, the details of loans, guarantees, and investments made as required under the provisions of Section 186 of the Act and the rules made thereunder are set out in the Note 5 to the Financial Statements of the Company.

INTERNAL CONTROL SYSTEM

The internal control systems commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation, and ensuring compliance with corporate policies.

The Audit Committee of the Board of Directors quarterly reviews the effectiveness of the internal control system across the Company.

RISK MANAGEMENT

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee subject to Board of Directors also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report("MDAR") for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

HUMAN RESOURCES

The Company recognizes that Human Resources are pivotal to its success. A well-crafted Human Resource policy and leave policy, coupled with its effective implementation and employees satisfaction, nurtures the Companys long-term growth story. The Company fosters a fair and inclusive environment that encourages the emergence of fresh ideas, upholds respect for individuals, and ensures equal opportunities for success.

As a growing organization, our Company has expanded its assets in the Organizational Chart. The number of employees has increased from 145 to 356 as of March 31, 2025. We continue to maintain a happy and satisfactory environment within our office.

We are pleased to report that Corporate Relations were maintained satisfactorily throughout the year. The Company extends its sincere appreciation to all employees for their cooperation and dedicated efforts, which have played a pivotal role in our collective achievements.

As part of our continued commitment to prioritizing employee well-being and addressing their concerns, the Company will organize training programs and interactive sessions aimed at empowering and motivating our workforce.

We actively recognize and reward experience, merit, performance, leadership, strategic thinking, collaboration, and a results-driven approach through a transparent and objective appraisal process. Our dedication to fostering a supportive and engaging work environment is further reinforced through the institution of awards and recognitions · heartfelt tokens of appreciation for the unwavering commitment and excellence demonstrated by our team.

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

Your company has always believed in providing a safe and harassment free work place for every individual working in the companys premises through various interventions and practices. The company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The company have a formal Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of Workmen at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal complaints committee has been set up to redress complaints contractual, temporary and trainees are covered under the policy.

The following is the summary of sexual harassment complaints received and disposed of during the 2024-2025: -

No. of complaints received: 1

No. of complaints disposed off: 1

MATERNITY BENEFIT

Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

RBI COMPLIANCES

The Company from the date of receipt of Certificate of Registration continues to comply with all the applicable regulations, guidelines, etc. prescribed by the RBI, from time to time.

As a Non-systemically Important, non-deposit taking NBFC, the Company always strives to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same. The disclosure of complaints was elaborated following the format prescribed by the RBI in Circular no. DOR. ACC.REC. No.20/21.04.018/2022-23, dated April 19, 2022. This circular pertains to disclosures in the financial statements Notes to Accounts of NBFCs.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information required as per Section 197(12) of the Companies Act, 2013 ("Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-I to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Corporate Office of the Company on all working days during the business hours till the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Annual Report 2024-25

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company neither incurred any expenditure on conservation of energy, technology absorption nor have any foreign exchange earning, outgo.

CORPORATE GOVERNANCE

A Disclosure regarding non-applicability of corporate governance is annexed as Annexure- II in the report.

CEO and CFO CERTIFICATION

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the Chief Financial Officer and Chief Executive Officer of the Company, was placed before the Board, and the same is enclosed to this Report and forms part of the Annual Report as Annexure-III. STATUTORY AUDITORS AND THEIR REPORT

a) Statutory Auditors

The members of the Company at its 40th Annual General Meeting held on 30th October, 2023 had appointed M/s. V R Associates, Chartered Accountants, (Firms Registration No. 0001239C) as the Statutory Auditor of the Company to hold office from the conclusion of 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company.

However, M/s. V R Associates to enable the management make required changes, vide their resignation letter dated 29th May, 2025 have resigned as the Statutory Auditor of the Company effective from 30th May, 2025 which resulted into casual vacancy in the office of Statutory Auditor as envisaged by section 139(8) of the Companies Act, 2013 and Board took note of the same in the Board meeting held on 30th May,2025.

The Board of Directors at its meeting held on June 28th, 2025, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act 2013, passed resolution for recommendation/ appointment of M/s. R Gopal & Associates, Chartered Accountants, (Firm Registration No. 000846C), to hold office as the Statutory Auditors of the Company till the conclusion of 42nd AGM and to fill the casual vacancy caused by the resignation of M/s. V R Associates, Chartered Accountants, (Firm Registration No: 0001239C) subject to the approval of the members in the forthcoming general meeting of the Company.

The Board of Directors at its meeting held on 28th June, 2025, as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any, of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of M/s. R Gopal & Associates, Chartered Accountants, (Firm Registration No. 000846C), as Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of the 42nd Annual General Meeting ("AGM"), till the conclusion of the 47th AGM of the Company to be held in the year 2030. The appointment of M/s. R Gopal & Associates as statutory auditors of the company is recommended for approval of the shareholders of the Company.

The basis of recommendation of M/s. R Gopal & Associates for appointment as statutory auditors and particulars of experience, attributes and skills that qualify M/s. R Gopal & Associates for appointment as statutory auditor, are disclosed in the explanatory statement forms part of the AGM Notice.

Auditors Report:

Your Companys Directors have examined the Statutory Auditors Report issued by M/s VR Associates, Chartered Accountants on the Annual Accounts of the Company for the financial year ended 31st March, 2025. There is no reservation, qualification or adverse remark made by the Statutory Auditors in their Report and their clarifications, wherever necessary, have been included in the Notes to the Accounts section as mentioned elsewhere in this Annual Report.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the rules framed there under Mr. Uttsav Singh, Proprietor of M/s Singh US & Associates, Company Secretaries was appointed as Secretarial Auditor of the Company and the Secretarial Audit Report issued by them for the financial year 2024-25 is enclosed as Annexure-IV.

Further the Board at its meeting held on 31st May, 2025 has subject to approval of shareholders of the Company, approved the appointment of Mr. Uttsav Singh, proprietor of M/s Singh US & Associates as the Secretarial Auditor of the Company for a term of five years commencing from the financial year 2025-26 up to financial year 2029-2030 at a remuneration fixed by the Board of Directors of the Company in consultation with Audit Committee from time to time. The said proposal forms a part of the notice of the AGM.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report, which forms part of this Integrated Annual Report.

c) COST AUDITOR

The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the Financial Year 2024-25, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at https://www.unifinz.in/investor

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/ arrangements/transactions entered into by the Company with related parties were in ordinary course

of business and on an arms length basis. There were no material related party transactions entered by the Company during the year under review.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transaction with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis. None of the transactions required members prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY 2024-25 are provided in the Note No. 31 of notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable and declaration regarding non-applicability is annexed as Annexure-V. The Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at https://www.unifinz.in/ investor.php.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Certificate of Non-Disqualification of Directors (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) for the year ending 31st March 2025, has annexed as " Annexure - VI" to this report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Section 134(3)(c) of the Companies Act, 2013 ("Act"), state that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2025 and of the profit of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

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

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

Annual General Meeting/Extra Ordinary General Meeting/Postal Ballot

The 41st AGM of the Company was held on Monday, September 30, 2024, at 05:00 P.M. through video conferencing and audio-visual means.

During the year under review, three (3) Extra-ordinary General Meeting was held as mentioned below:

S.NO. DATE	TIME	VENUE	Details of special Resolution(s) Passed
1 27th May,2024	03:00 P.M.	Through Video Conferencing	I. Issue of warrants 50,00,000 convertible into equity shares to the proposed allottees on a Preferential Basis through private placement offer letter.
2 04th September,2024	03:00 P.M.	Through Video Conferencing	I. Preferential allotment of upto 1,82,000 (One Lakh Eighty Two Thousand Only) equity shares to the persons belonging to non-promoter category
3 29th January,2025	03:00 P.M	Through Video Conferencing	I. Preferential Allotment of Up to 9,45,690 (Nine Lakh Forty-Five Thousand Six Hundread Ninety Only) Equity Shares to The Persons Belonging to Non-Promoter Category
			II. Increase in the borrowing limits of the company in terms of section 180(1)(c) of the act.

GENERAL

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

a) Issue of equity shares with differential right as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Issue of Employees Stock Option to employees of the Company under any scheme.

d) No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Companys operation in future.

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation for the continued support, cooperation, and assistance extended by the Companys Bankers, Regulatory Authorities, Financial Institutions, Stakeholders, Suppliers, Customers, and other valued Business Associates during the year under review. Their sustained encouragement has been instrumental in the Companys performance and growth.

The Board also takes this opportunity to express its deep appreciation for the commitment, dedication, and hard work demonstrated by the Companys executives, officers, and staff at all levels. Their contributions have been pivotal to the Companys continued progress.

The Company is engaged in a single line of business; hence, separate segment reporting under applicable accounting standards is not required.

For and on behalf of the Board of Directors Unifinz Capital India Limited
Sd/-	Sd/-
Pawan Kumar Mittal	Rishi Kapoor
Director	Independent Director
DIN: 00749265	DIN: 09844727