Unifinz Capital India Ltd

# 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, 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/ may be applicable. amendment or modificationas

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

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

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 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 policies and applicable codes, reaffirming our commitment to 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 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 HumanResource 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.

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 wasfiledwithICC 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 ANDOUTGO

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

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 7th 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 the year 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) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the Financial Year 2023-24,whichwillbefiled Registrar of Companies/MCA, is hosted withthe 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 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 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 profitof 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. or material orders

d) No significant 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.