Your Directors are pleased to present the 41^st 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 31^st March, 2024.

FINANCIAL SUMMARY

The Company’s financial performance for the year ended 31^st March, 2024 is summarised below:

STATE OF COMPANY AFFAIRS

The Company has successfully completed its another year and marked turnover of

R 2980.16.

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

2023-2024 to be presented to the shareholders:

• Revenue from operations significantly grew to R2982.70 lakh, representing a substantial increase of R2067.24 lakh compared to the previous year's figure of R49.91 lakh.

• The Profit after Tax experienced a decline to R113.78 lakh from the previous year's R55.04 lakh, indicating a decrease of R168.82 lakh due to increase in operational expenses.

In spite of the uncertainties of the market and increased competition during fiscal year 2023-24, 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 company's 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):

A Revised Regulatory Framework for NBFCs, The Reserve Bank of India in 2021 issued Scale Based Regulation (SBR) a revised regulatory framework for NBFC’s which is applicable to your Company being a NBFC ICC category falling under middle layer. The SBR framework encompasses different facets of regulation of NBFCs covering capital requirements, governance standards, prudential regulation, etc., the RBI decided to first issue an integrated regulatory framework for NBFCs under SBR providing a holistic view of the SBR structure and set of fresh regulations being introduced in respective timelines. With respect to above, the RBI has issued various circulars/ guidelines in the Financial Year 2023-24, which were duly implemented by the Company including formation of policies, implementing procedures and to review their outcome on periodic basis.

Capital Structure

A. SHARE CAPITAL

i. Authorized Share Capital:

The Authorized Share Capital of your Company as on March 31, 2024 divided into 35,00,000 equity shares of Rs. 10/- each.

Further there was no change in the authorised capital of the Company during the year 2023-24.

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

The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 3,14,00,000 divided into 31,40,000 equity shares of Rs. 10/- each.

There is no change in the paid-up capital of the company during the year 2023-24.

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 few 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:

i. INCREASE IN THE AUTHORISED CAPITAL

The Board of Directors of the Company has approved increase in the Authorized Share Capital of the Company from ^3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs Only) equity shares of TI0/- (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 TI0.00/- each by the creation of additional 50,00,000 (Fifty Lakhs) equity shares of TIO/- (Rupees Ten) each.

Which was approved by the Shareholders of the Company in its meeting held on 27^th May, 2024

ii. ISSUE AND ALLOTMENT OF WARRANTS CONVERTBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS

The Company has issued and allotted, 50,00,000 (Fifty Lakh Only) convertible warrants at a price of ^56.20/- (Rupees Fifty Six and Twenty Paise Only) per warrant, aggregating upto ^28,10,00,000/- (Rupees Twenty Eight Crore Ten Lakhs Only) with a right to the warrant holders to apply for and be allotted 1 (One) fully paid-up equity share of the Company of face value TI0.00/- (Rupees Ten only), each at a premium of ^4-6.20/- per share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of Warrants, to persons / entity belonging to non-promoter group of the Company on a preferential basis

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 Company’s equity shares are listed on BSE stock Exchange and having the stock code is:

BSE Limited (BSE): 541358 Phiroze Jeejeebhoy Towers,

Dalai Street, Mumbai - 400 001,

Maharashtra, India

International Securities Identification Number (ISIN) of the Company’s equity shares, having face value of R’ 10 each, is INE926R01012.

Listing fees for the Financial Year 2024-25 have been paid to the Stock Exchanges.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements ofyour Company for the financial year ended 31^st March, 2024, 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 FY2023-24, the Company met its funding requirementsthrough an Inter-Corporate Deposits (“ICDs").

DIVIDEND.

The Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet out the deficiencies in working capital. The Directors, therefore, do not recommend any dividend on Equity Shares for the financial year 2023-24._

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.

Unfortunately, due to the loss incurred by our company, we have not been able to transfer any amount to our Special Reserve fund. We remain focused on improving our financial performance and aim to allocate funds to the reserve fund as soon as it becomes feasible.

DEPOSITS

The Company being a non-deposit taking non-systemically im portant 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 Board of Directors of the Company is in conformity with the provisions of the Companies Act, 2013 (“the Act") and the Listing Regulations, as amended from time to time.

The Board of Directors at present comprises of 5 Directors out of which 3 Directors are Independent Directors. The Board’s actions and decisions are aligned with the Company’s best interests. It is committed to the goal of sustainably elevating the Company’s value creation. The

Board critically evaluates the Company’s strategic direction, management policies and their effectiveness.

i. COMPOSITION OF BOARD AS ON 31^st MARCH. 2024 AS FOLLOWS:

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 re-appointment.

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:

On the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 08^th February,2024, have appointed Mr. Vi nod Kumar(DIN:07891684) as an additional (Independent Director) of the Company, for a term of 5 (five) years i.e. from 08.02.2024 to 07.02.2029.

In accordance with Regulation 17(1C) of the SEBI Listing Regulations, approval of the shareholders for appointment of a person on the Board of Directors is required to be obtained either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The members of the Company at their Extra General Meeting held on 27^th May, 2024 based on the recommendation of the Nomination and Remuneration committee and Board of Directors at their meeting held on 08^th February, 2024 have regularised Mr. Kumar as an independent Director, of the Company with effect from 08^th February, 2024 for a term of 5 (five) years i.e. from 08.02.2024 to 07.02.2029.

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 08.02.2024 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 astheevaluation ofthe working of itsAudit, 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 ofthe Board on select parameters related to roles, responsibilities and obligations ofthe Board and functioning ofthe 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 ofthe areas which are relevant to them in their capacity as members ofthe Board.

VI. REMUNERATION POLICY

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

The objective and broad framework ofthe 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 ofthe Company and itsshareholders, promoting a cultureof 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 Co m p a ny s u ccessf u I ly.

vii. NUMBER OF BOARD MEETINGS

During the year under review, Six (6) Board Meeting(s) were duly convened and held, are as follows:

29^th May, 2023; 5^th August, 2023; 14^th September, 2023, 04^th October, 2023, 13^th November, 2023 and 08^th February,2024 respectively.

Each Director informs the Company on an annual basis about the Board and Board Committee positions heoccupiesin othercompaniesincluding Chairmanshipsand notifies changes during the term of their directorship in the Company. None of the Directors on the Boa rd a re Mem bersof more than ten Com mitteesor 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 2023-24 are as under:

*Mr. Vinod Kumar has been appointed as an independent Director in the Board Meeting held on 08^th February, 2024.

B. KEY MANAGERIAL PERSONNEL

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

APPOINTMENT AND CESSATION OF KMP

Ms. Ketna Kumari (ACS: 67643), has resigned from the post of Company Secretary and Compliance Officer of the Company, with effect from 30^th April, 2024, due to some personal reasons.

The Nomination and Remuneration Committee and the Board of Directors at their Meetings held on 21^st May, 2024, have appointed Ms. Ritu Tomar (ACS: 61013) as the Company Secretary & Compliance Officer and KMP of the Company, with effect from 21^st May, 2024

There were no other changes in the Board and the Key Managerial Personnel during the year.

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, co-opting 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.

The Audit Committee comprises of the following members:

*Mr. Jitender Kumar Agarwal ceased to be the Member of the Committee due to unfortunate demise as on 14/05/2023.

^#Mr. Rishi Kapoor was appointed as Chairman of the Committee w.e.f. 05^th August, 2023 in the place of demised Director.

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 Company’s 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 Auditor's Report thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s 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 thefinancial 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 auditor’s 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 management’s 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 Company’s 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 TI00 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. Mr. Rishi Kapoor is the Chairman of the Committee.

Meeting and Attendance

During the Financial Year 2023-2024, two Meetings of the Nomination and Remuneration Committee were held on 05.08.2023 and 08.02.2024

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

^AMr. Jitender Kumar Agarwal ceased to be the Chairman of the Committee subsequent to his unfortunate demise as on 14^th May,2023.

^# Mr. Rishi Kapoor was appointed as Chairperson of the Committee subsequent to his appointment on the Board as on 05^th August, 2023.

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:

? Form ulatingthecriteria 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 Non-Independent 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 2023-2024:

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. Ms. Ketna Kumari act as Compliance Officer of the Company.

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 2023-24, 4 (Four) Stakeholders’ Relationship Committee Meeting were held on 29.05.2023, 05.08.2023,13.11.2023 and 08.02.2024.

The Stakeholders’ Relationship Committee com prised of the following Directors as its members, as on 31 March, 2024 and Attendance at the said meetings is provided below:

^AMr. Jitender Kumar Agarwal ceased to be the Chairman of the Committee subsequent to his unfortunate demise as on 14^th May,2023.

^# Mr. Rishi Kapoor was appointed as Chairperson of the Committee subsequent to his appointment on the Board as on 05^th August, 2023.

Mr. Rishi Kapoor was present at the 40^th Annual General Meeting of the Company held on 30^th October, 2023 to answer the shareholder’s queries. Ms. Ketna Kumari, previous 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, nonreceipt 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 Comoanv.

COMPANY’S 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 Company’s policies are detailed below:

1. NOMINATION AND REMUNERATION POLICY

TheCompany hasin placea Nomination and Remuneration Policywhich laysdown 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 Company’s 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 Company’s 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 in place a Policy for Determination of Materiality of events of information to determine the materiality of the events & information and disclose the material events to the Stock Exchanges.

Furthermore, the company diligently adhered to the various directions and guidelines issued by the Reserve Bank of India (RBI) as per the regulatory requirements. We ensured strict compliance with all policiesand applicable codes, reaffirming ourcommitmentto maintaining the highest standards of governance and transparency.

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 ofthe Board of Directors(SS-l) 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 ofthe Act with respect to loans and guarantees. Accordingly, the disclosures ofthe 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 ofthe 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 ofthe risk management framework ofthe 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 ofthe Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report(“MDAR") fortheyear 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 ofthe Annual Report.

HUMAN RESOURCES

TheCompany recognizesthat Human Resourcesare pivotal to itssuccess. Awell-crafted Human Resource policy and leave policy, coupled with its effective implementation and employees' satisfaction, nurtures the Company's 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 100 to 145 as of March 31, 2024. We continue to maintain a happy and satisfactory environment within our office.

We are pleased to report that Corporate Relations were managed satisfactorily throughout the year. The Company wishes to express its sincere appreciation for the cooperation and efforts demonstrated by all employees, which have contributed to our collective success.

In our commitment to prioritize the well-being and concerns of our employees, our company will conduct training and interactive sessions to empower and motivate them.

We actively promote and duly reward experience, merit, performance, leadership abilities, strategic vision, collaborative mindset, teamwork, and result orientation through an objective appraisal process. Our belief in fostering a supportive work environment is complemented by the institution of awards and prizes as a heartfelt gesture of appreciation for the dedication and efforts of our exceptional team.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company’s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of POSH Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (‘ICC’) under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under review, no complaints with allegation of sexual harassment was filed with ICC per the provisions of POSH Act.

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.

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-lll.

STATUTORY AUDITORS AND THEIR REPORT

a) Statutory Auditors

M/s. VR Associates., Chartered Accountants (FRN: 0001239C) were appointed as the Statutory Auditors of the Company for a term of five financial years 2023-28, at the Annual general meeting held on 30th October, 2024 till the conclusion of the 45^th AGM of the Company to be held in the year 2028.

Pursuant to the notification issued by Ministry of Corporate Affairs (MCA) dated 7^th May,2018 for The Companies (Amendment) Act, 2017 and Companies (Audit and Auditors) Amendment Rules, 2018, the appointment of Statutory Auditors is not required to be ratified at every AGM, therefore no resolution for such ratification is taken in the Notice of the ensuing AGM.

The Notes on Financial Statement referred to in the Auditors’ Report are self-explanatory and therefore do not require any further comments. There was no instance of fraud during theyear under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

Auditors' Report:

Your Company's 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 31^st March, 2024. 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

The Board had appointed Mr. Uttsav Singh, Proprietor of M/s. Singh US & Associates, Company Secretaries, (CP No. 23792) to conduct Secretarial Audit for the FY 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR - 3 for the FY 2023-24 is enclosed as Annexure- IV to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

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 Board’s 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) ofthe Companies (Management and Administration) Rules, 2014, a copy ofthe Annual Return for the Financial Year 2023-24, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s 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 arm's 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 ofthe 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 2023-43 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 2024, 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 31^st March, 2024, 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 31^stMarch 2024 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.

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 Company’s 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 would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

The Company operates only in a single segment of Business and as such no separate segment reporting is required.

For and on behalf of the Board of Directors

Place: New Delhi Sd/- Sd/-

Date: 31.08.2024 Pawan Kumar Mittal Kiran Mittal

Director Director

DIN: 00749265 DIN: 00749457