Dear Members,

Your Directors are pleased to present their 31st Annual Report together with the Audited Consolidated and Standalone Financial Statements of your Company for the Financial Year ended 31st March 2025 ("FY2025").

The summary of the Company's Financial Performance, both on consolidated and standalone basis, for the Financial Year 2024-25 as compared to the previous Financial Year 2023-24 is given below:

( H In Million)

The total revenue of the Company stood at H24,234.98

Million for the year ended March 31, 2025 as against H17,831.89 Million in the previous year. The Company reported a Net Profit of H4,148.94 Million for the year ended March 31, 2025, as compared to the Net Profit of H1,980.59 Million in the previous year due to growth in business coupled with better operational controls.

The AUM has grown by 54.29% and stood at H176,581.99

Million as against H114,449.17 Million in the previous year. The Company has further strengthened its retail business vertical and MSME AUM has grown by 5.21% to H52,789.37 Million having 40,127 customers (previous year H 50,174.29 Million having 31,814 customers) with the average ticket size at H1.32 Million. CF AUM has grown by 57.67% Construction Finance business loan portfolio stood at H41,329.13 Million with 282 customers (previous year H 26,212.79 Million with 246 customers) due to increase in real estate prices and strong demand for housing in metro and tier 1 cities. Gold Loan AUM has grown by 130.37% Gold Loan portfolio stood at H80,422.35 Million with ~4.5 Lakh customers (previous year H34,909.97 Million with ~2.5 Lakh customers).

The Company along with its wholly-owned subsidiary company viz. Capri Global Housing Finance Limited and Capri Loans Car Platform Private Limited, had presence over 19 States & Union Territories during the year. The Company continued with its strategy of going granular and focused on sourcing small ticket size loans in all its verticals, spread over wider geographical area resulting into de-risking the loan portfolio, better control over delinquencies and better risk spread in the medium to longer term.

During the year under review, the Company subsidiarized the car loan distribution segment and had partnership with the top 12 banks and financial institutions namely Bank of Baroda, HDFC Bank, Union Bank of India, State Bank of India, Bank of India, Punjab & Sind Bank, Yes Bank, HDB Financial Services and Indian Overseas Bank. The Company achieved a volumes of H105,519 Million by the end of March, 2025 against the volumes of H97,415 Million by the end of previous year ended of March 2024. The Company expanded product offerings through co-lending tie-ups for Gold Loans, MSME and Affordable Housing loans.

The Gross NPA of the Company stood at 1.56% and the Net NPA (Net of Stage 3 ECL Provision) was at 0.91% as of March 31, 2025.

The Consolidated Gross Income of the Company for the Financial Year ended March 31, 2025, is H32,508.36 Million vis- a-vis H23,142.72 Million in the previous year, thereby registering a growth of 40.47%. Consolidated Net Profit for the Financial Year ended March 31, 2025, is H4,785.33

Million as compared to H2,794.06 Million in the previous year, registering an increase of 71.27%. The Gross NPA stood at 1.53%. Net NPA (Net of Stage 3 ECL Provision) was at 0.91% as of March 31, 2025.

During the year under review, swift operationalisation of new branches, technology development and corresponding increase in human capital was effective in ensuring performance acceleration in terms of growth in AUM, share of certain segments and customer relationships.

IT has been a major game changer in the performance delivery. The Company made important strides in data analytics, artificial intelligence and machine learning technologies driven by a dedicated team of experienced tech professionals.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements pertain and the date of this Board's Report, except the following: Subsequent to the close of FY2025, the Company successfully raised primary capital of H20,000 million through a Qualified Institutions Placement (QIP) of equity shares, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations. The QIP garnered strong interest from a broad spectrum of investors, including foreign institutional investors, domestic mutual funds and insurance companies, both existing and new. This reflects the continued confidence of shareholders in the Company's long-term growth strategy, governance standards and financial strength.

Further, as mandated, Crisil Ratings Limited, acting as the Monitoring Agency (MA), has submitted its report for the quarter ended June 30, 2025, confirming that there was no deviation in the utilization of QIP proceeds from the stated objects of the issue. The report has been prepared based on information provided by the Company and affirms the objective deployment of funds, with no observations requiring further action.

In addition, as part of its strategic initiative to diversify into complementary financial service segments, the Company has incorporated two wholly owned subsidiaries after the close of the FY2025—Capri Global Financial Services Private Limited and Capri Global Wealth Management Private Limited. Although these entities are not material at present, they mark the Company's entry into merchant banking and wealth management services, respectively. This move is aligned with the Group's long-term vision of expanding its footprint within the broader financial services ecosystem, as further detailed in the Subsidiary section of this Report.

For the financial year ended March 31, 2025, the Company continued to apply an updated Expected Credit Loss (ECL) model using the latest available data at regular intervals. This approach enables the Company to capture significant changes in economic and market conditions, customer behaviour and government interventions, thereby reducing uncertainties associated with judgements and estimations. The estimation process also incorporates macroeconomic outlook data published by government agencies, taking into account growth indicators and changes in the risk profile of customer credit exposures.

In addition to the model-based ECL provisions, the Company continues to perform comprehensive risk assessments of its credit exposures to account for any further deterioration in the macroeconomic environment and uncertainties in credit evaluations. As on March 31, 2025, the Company held ECL provisions on financial assets amounting to H2,101.28 Million, as compared to H2,052.87 Million as on March 31, 2024. The net Non-Performing Assets (NPA) / net Stage-3 assets ratio improved to 0.91% as at March 31, 2025, from 1.06% as at March 31, 2024, reflecting enhanced asset quality.

In accordance with the requirements of Section 45-IC of the Reserve Bank of India Act, 1934, the Company is mandated to transfer 20% of its profits to a Special Reserve Account. During the year under review, the Company has accordingly transferred H829.79 Million to the Statutory Reserve Account. The Board has further decided not to transfer any amount to the General Reserve for the financial year ended March 31, 2025 and has proposed to retain the remaining profit in the Profit and Loss Account.

The Company continues to maintain an adequate liquidity buffer to meet its obligations arising from the issuance of debentures. Being a Non-Banking Financial Company (NBFC), the Company is exempt from creating a Debenture Redemption Reserve for debentures issued on a private placement basis or through public issue, in accordance with the provisions of Section 71 of the Companies Act, 2013, read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014 and relevant circulars issued by the Ministry of Corporate Affairs. Further, with respect to secured, listed non-convertible debentures, the Company ensures maintenance of 100% or higher security cover, in line with the terms specified in the Information Memorandum, General Information Document ("GID"), Key Information Document ("KID") and Debenture Trust Deed, to adequately cover the outstanding principal and interest liabilities.

In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted a Dividend Distribution Policy to govern the distribution of dividends in line with applicable regulatory requirements. The Policy outlines key criteria and circumstances that the Board considers while recommending dividends, including eligibility norms, factors influencing dividend declaration and ceiling on the dividend payout ratio, in compliance with the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, dated October 19, 2023.

As stipulated in the Dividend Distribution Policy, the Company's dividend payout is guided by factors such as the availability of financial resources, future investment requirements and the objective of ensuring optimal returns to shareholders. The Dividend Distribution Policy is available on the Company's website at h t t p s : / / c g c d n . c a p r i l o a n s . i n / p u b l i c / w p - c o n t e n t / uploads//files/1739878188138-32.%20Dividend%20 D i s t r i b u t i o n % 2 0 P o l i c y % 2 0 0 8 . 0 6 . 2 0 2 4 . p d f

Demonstrating the Company's sustained performance and commitment to creating shareholder value while contributing to broader socioeconomic welfare, the Board of Directors has recommended a final dividend of H0.20 per equity share (face value of H1 each) for the financial year 2024–25, as compared to H0.15 per equity share declared in the previous year. Upon approval of the same by the Members at the ensuing Annual General Meeting, the total dividend payout for FY 2025 would amount to approx H192.33 Million, as against H123.74 Million in the previous financial year. The final dividend will be paid to Members whose names appear in the Register of Members/ beneficial holders' list maintained by the Depositories as on the record date.

No interim dividend was declared or paid during the financial year under review.

The dividend recommendation is in line with the Company's Dividend Distribution Policy and adheres to the framework prescribed by the Reserve Bank of India for declaration of dividends by NBFCs. In accordance with Ind AS 10 – Events after the Reporting Period, as notified by the Ministry of Corporate Affairs, the proposed dividend amounting to H192.33 Million has not been recognized as a liability in the financial statements as of March 31, 2025.

Pursuant to the Finance Act, 2020, dividends are taxable in the hands of shareholders with effect from April 1, 2020. Accordingly, tax will be deducted at source on the dividend amount at applicable rates, including surcharge and cess, based on the information provided by the shareholders to the Registrar and Transfer Agent (RTA) and the Company through the Depositories.

In terms of the provisions of Sections 124 and 125 of the Companies Act, 2013 ("the Act") read with the Rule 5(8) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company furnished a statement / information through Form IEPF 2 to the Ministry of Corporate Affairs, of the unclaimed dividends amounting to H1,99,057.41 as on the year ended March 31, 2024. During the year, Unclaimed Dividend for the financial year 2016-17 amounting to H28,069.20 was transferred to Investor Education and Protection Fund on November 14, 2024.

The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend accounts up to the year, and the corresponding shares, which are liable to be transferred, are provided in Corporate governance report and are also available on our website, at https://www.capriloans. in/documents/more-reports#tabs. Details of shares / dividend transferred to IEPF can also be obtained by accessing https:// www.capriloans.in/documents/more-reports#tabs and on website specified by the Ministry of Corporate Affairs http:// www.iepf.gov.in/IEPF/services.html.

Your Company, in its various communications to the shareholders from time to time, requests them to claim the unpaid/ unclaimed amount of dividend and shares due for transfer to IEPF established by the Central Government. Further, in compliance with IEPF Rules including statutory modification(s) thereof, the Company publishes notices in newspapers and sends specific letters to all shareholders whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues. Currently, IEPF is holding 1,63,199 equity shares of the Company, at the end of the year under review.

Further, in accordance with Regulation 39(4) and Schedule VI of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has opened a demat account titled "CAPRI GLOBAL CAPITAL LIMITED UNCLAIMED SUSPENSE A/C" with Stockholding Corporation of India Limited. As on March 31, 2025, the aggregate number of shareholders and outstanding shares lying in the said suspense account stood at 60,000.

The details regarding the Company's operations and performance are provided in the Management Discussion and Analysis section of this Report.

As on March 31, 2025, your Company has two wholly-owned subsidiaries, namely Capri Global Housing Finance Limited ("CGHFL") and Capri Loans Car Platform Private Limited ("CLCPPL").

During the year under review, CLCPPL have proposed to diversify and expand their business operations by undertaking the supplemental activity of soliciting and procuring insurance business. With the intent to register as Corporate Agent, and aim to offer a range of insurance solutions covering life, health, and general insurance, we are pleased to inform you that the application for registration as Corporate Agent by CLCPPL is currently under process with the Insurance Regulatory and Development Authority of India (IRDAI).

The Company has adopted a Policy on the Determination of Material Subsidiaries, in line with the requirements of the SEBI Listing Regulations. The policy outlines the criteria for identifying Material Subsidiaries and Material Unlisted Subsidiaries and provides a governance framework for their oversight. Based on the said policy, CGHFL has continued to be a material subsidiary, whereas CLCPPL does not qualify as a material subsidiary.

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI Listing Regulations, the consolidated financial statements of the Company and its subsidiaries have been prepared and form an integral part of this Annual Report. A statement containing the salient features of the financial statements of the subsidiaries is provided in Form AOC-1, attached as Annexure A to the Consolidated Financial Statements.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and other relevant documents of the subsidiary companies are available on the Company's website at https://www.capriloans.in. Members may download these documents or inspect them during business hours at the Registered Office of the Company. Any Member interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Registered Office.

Capri Global Housing Finance Limited: CGHFL is registered Housing Finance Company licensed by National Housing Bank. It is a wholly owned subsidiary of your Company and it continued to focus on providing housing loan to first time home buyers belonging to middle and lower income earning families, much in line with focus of the Prime Ministers Awas Yojana (PMAY). The Loan book of the CGHFL grew by 23.59% to H52,019.48 Million for the financial year 2025, as compared to H42,091.03 Million for the previous financial year.

The CGHFL's total revenue from operations increased by 24.55% to H6,068.81 Million for the financial year 2025 as compared to H4,872.65 Million of the previous financial year. Profit After Tax declined by 13.71% to H618.72 Million for the present financial year as compared to profit of H716.99 Million for the previous financial year. The Gross NPA of CGHFL stood at 1.4% and the Net NPA was at 0.9% as of March 31, 2025. Average ticket size of the loan was maintained at H2.22 Million with 36,000+ live loan accounts at the end of the year under review. Company carried out business through presence at 141 locations spread over 11 states i.e., Maharashtra, Gujarat, Madhya Pradesh, Delhi, Rajasthan, Uttar Pradesh, Haryana, Karnataka, Telangana, Chhattisgarh and Uttarakhand. During the financial year 2025 Company disbursed loans amounting to H19,501 Million Capri Loans Car Platform Private Limited: CLCPPL is engaged in the business of car loan origination for leading commercial banks for fee consideration. The Company commenced its business operations in Q3 FY2024 and positions as the top corporate distributor for new car loans in the country. The Company has its presence across various States. The Company currently partners with YES Bank, Indian Overseas Bank, State Bank of India, Bank of Maharashtra, Union Bank of India, Bank of Baroda, Bank of India, Indian Bank, Punjab & Sindh Bank, UCO Bank, HDFC Bank, HDB Financial Services, Tata Capital and Mahindra & Mahindra Financial Services Limited CLCPPL carried out business through presence at 814 locations spread over 31 states and union territories during the year. Company has disbursed loans amounting to H105,519 Million as compared to H97,415 Million in the previous year, recording a growth of 8.32%.

In terms of the provisions of Regulation 24(1) of the Listing Regulations, during FY2024, appointment of one of the Independent Directors of the Company on the Board of unlisted material subsidiary was applicable. The Company is in compliance with the applicable requirements of the Listing Regulations for its Subsidiary Companies during FY2024.

Subsequent to the close of the financial year, the Company has incorporated two wholly owned subsidiaries as part of its strategic expansion into complementary financial services verticals: Capri Global Financial Services Private Limited (CIN:U66120MH2025PTC452127) was incorporated on July 8, 2025. The entity is established to offer Category I Merchant Banking services, including lead management, underwriting, financial advisory, capital raising through IPOs, FPOs, QIPs, as well as advisory services in mergers, acquisitions, takeovers, and buybacks, subject to applicable SEBI regulations.

Capri Global Wealth Management Private Limited (CIN:U66120MH2025PTC452227) was incorporated on July 15, 2025. This subsidiary will engage in stock broking and securities trading services, encompassing investments in equity, debt, derivatives, commodities, and other financial instruments. It will also offer allied services such as investment advisory, portfolio management and seek registration with relevant stock exchanges and regulatory authorities.

Both entities are incorporated in India and are currently in the setup phase. These incorporations mark a significant step in the Company's continued focus on diversification and enhancement of its financial services offerings.

During the year under review, the Company made a significant strategic investment of H49,00,000 on December 24, 2024, and H49,50,00,000 on January 22, 2025, in its subsidiary, Capri Loans Car Platform Private Limited (CLCPPL). This investment was made through a Rights Issue, reflecting our commitment to strengthening the subsidiary's capital base and supporting its growth objectives. This infusion of capital is anticipated to enhance CLCPPL's financial stability, enable repayment of debt and contribute to the overall growth and profitability of the Group.

Further, post the balance sheet date, the Company subscribed to the entire initial capital in two newly incorporated wholly owned subsidiaries, Capri Global Financial Services Private Limited and Capri Global Wealth Management Private Limited, by contributing 100% of the subscription to their respective Memorandum of Association. These investments align with the Company's strategic objective to expand into merchant banking, wealth management and related financial services verticals.

During the year under review, there were no changes in the Company's subsidiary or associate companies. However, post the balance sheet date, with the incorporation of two new wholly owned subsidiaries, Capri Global Financial Services Private Limited and Capri Global Wealth Management Private Limited, the total number of subsidiaries of the Company has increased to four.

There has been no change in the core nature of business and operations of the Company during the year under review. However, subsequent to the end of the financial year, the Company has strategically expanded its business footprint by incorporating two wholly owned subsidiaries, Capri Global Financial Services Private Limited and Capri Global Wealth Management Private Limited. These entities are intended to undertake merchant banking and wealth management activities, respectively, thereby diversifying the Company's presence across the broader financial services landscape, in alignment with its long-term growth strategy.

During the financial year under review, the Company has not altered its Memorandum of Association and Articles of Association.

Your Company is rated by Infomerics Valuation and Rating Limited, Acuit? Ratings & Research Limited and CRISIL Ratings Limited on its various debt instruments. A detailed status of the Credit Ratings on various facilities including Term Loans,

Non-Convertible Debentures and Commercial Papers forms part of the Report on Corporate Governance Report of this Annual Report.

During the year under review, your Company continued to adopt a diversified and balanced approach to funding, utilizing multiple sources such as secured debentures, term loans and commercial papers. Throughout FY2025, the Company maintained a prudent asset-liability position, ensuring a stable liquidity profile across all maturities.

The Company successfully raised long-term funds from banks and financial institutions at competitive interest rates and continued to broaden its lender base by onboarding new institutions and expanding across geographies. During the financial year, the Company received fresh sanctions totaling H76,250 million, reinforcing its strong relationship with both public and private sector banks and other financial institutions. As of March 31, 2025, the Company's total borrowings through term loans, cash credit limits, Non-Convertible Debentures (NCDs) and commercial papers from public and private sector banks and financial institutions stood at H155,768 million, as compared to H104,069 million in the previous financial year. In accordance with SEBI Circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Company provides the following one-time explanation for not achieving the stipulated 25% of incremental borrowings via issuance of Non-Convertible Debentures (NCDs) as a "Large Corporate": Prevailing market conditions in the corporate bond market were less favorable during FY2025, particularly for issuers without a credit rating of AA+ or above.

The Company continues to remain fully compliant with the guidelines issued by SEBI and other applicable regulatory authorities. It has not defaulted in the payment of principal or interest on any NCDs issued through private placements or public issues. Furthermore, there has been no deviation or variation in the utilisation of proceeds raised from any offerings, with usage remaining in line with the objects stated in the respective offer documents.

During the financial year 2024–25, the Company did not undertake any redemption of NCDs. The gearing ratio of the Company as on March 31, 2025, stood at 3.70 times.

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company being non-deposit taking NBFC – ND-SI, has not accepted any deposits from the public during the year under review.

The Members, at their Annual General Meeting (AGM) held on September 19, 2024, accorded their approval for borrowings, creation of charge on the Company's assets/properties in connection with the borrowings as required under Section 180(1)(c) and 180(1)(a), and granted enabling authority for the conversion of outstanding loans into equity shares of the Company pursuant to Section 62(3) of the Companies Act, 2013. This approval empowered the Board of Directors and/or any Committee thereof to borrow funds for the Company up to an aggregate limit of H15,000 Crore.

In light of the Company's strategic plans for business expansion and future growth, the Board of Directors has resolved, subject to the approval of the shareholders at the ensuing 31st Annual General Meeting, to increase the overall borrowing limit from H15,000 Crore to H25,000 Crore. This enhancement in the borrowing limit will provide the Company with the necessary financial flexibility to pursue new opportunities, invest in key projects, and drive long-term value creation for our stakeholders.

During the year, your Company successfully executed Securitisation and Direct Assignment transactions aggregating to H270.54 Million.

The Authorized share capital of the Company as on March 31, 2025 is H200,00,00,000/- (Rupees Two Hundred Crore only) divided into 200,00,00,000 equity shares of face value of H1/each.

As on March 31, 2025, the issued and paid-up equity share capital of the Company stood at H82,51,16,352/-, comprising 82,51,16,352 equity shares of face value H1/- each.

Pursuant to the exercise of stock options by employees, the Company allotted:

1,46,380 equity shares of H1 each on November 12, 2024, and

30,000 equity shares of H1 each on November 29, 2024.

Further, during the year, the Board of Directors, at their meeting held on August 03, 2024 and the shareholders through a special resolution passed on September 19, 2024, approved the raising of funds aggregating up to H20,000 million by way of Qualified Institutions Placement (QIP), in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Pursuant to the above, the Company, after the close of the financial year, made an allotment on June 12, 2025, of 13,65,18,770 equity shares at a price of H146.50 per share (including a face value of H1/- each).

Consequently, the paid-up equity share capital of the Company post-allotment stands at H96,16,35,122/- comprising 96,16,35,122 equity shares of face value H1/- each.

During the financial year under review, your Company at its Board Meeting held on May 5, 2025 has amended ESOP scheme 2009 to be in line with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBSE Regulations"). The Scheme was framed with a view to provide opportunity to eligible employees to participate in Company's success and promote the culture of employee ownership and provide them an opportunity to take part in the future growth and profitability of the Company, which should lead to improved employee engagement, motivation and retention.

The scheme is robust with an objective to place greater prominence on superior individual performance thereby recognizing high performing talent while keeping them accountable for business delivery. It has been ensured that the scheme fulfills its motive of wealth creation for employees to fulfill their financial goals and at the same time gives them the sense of ownership.

During the year under review, the Nomination and Remuneration Committee of the Board granted 7,84,000 stock options to eligible employees under the Employee Stock Option Scheme, 2009. Pursuant to the exercise of options by employees, the Company issued and allotted 1,46,380 equity shares of H1 each on November 12, 2024 and 30,000 equity shares of H1 each on November 29, 2024.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is attached to this Report as Annexure I hereto and is also available on website of the Company at https://www.capriloans. in/documents/more-reports#tabs.

A certificate from the M/s. Sandeep P Parekh & Co, Practising Company Secretary, confirming compliance with the aforesaid provisions and in accordance with the resolution(s) passed by the Members would be placed before the shareholders at the ensuing Annual General Meeting ("AGM"). A copy of the same will also be available for inspection through electronic mode on website of Company www.capriloans.in.

Your Company is registered as a Non-Deposit taking Systemically Important Non-Banking Finance Company (NBFC- ND-SI) with RBI. Accordingly, during the year, the Company has not accepted any deposits from the public and therefore, there is no deposits which become due for repayment or renewal. The Company has always endeavoured to maintain the highest standards of compliance and culture within the organisation and shall continue to do so going ahead. The Company continues to comply with all the applicable laws, regulations, guidelines etc. prescribed by the Reserve Bank of India ("RBI"), from time to time. The Company continues to be in compliance with the norms pertaining to capital adequacy, non- performing assets etc. Your Company continues to invest in talent, systems and processes to further strengthen the control, compliance, risk management and governance standards in the organisation. The Company has complied with the ‘Master Direction – Reserve Bank of India (Non-Banking Financial Company– Scale Based Regulation) Directions, 2023', amended from time to time and all other applicable Directions/regulations/ circulars of RBI during the financial year 2024-25.

In compliance with the Reserve Bank of India (RBI) circular no. DoS.CO.PPG./SEC.01/11.01.005/2022-23 dated April 11, 2022, which mandates the appointment of a Chief Compliance Officer (CCO) for Non-Banking Financial Companies in the Upper Layer (NBFC-UL) and Middle Layer (NBFC-ML), the Board of Directors has taken decisive steps to ensure adherence to this regulatory requirement. In alignment with this directive, Mr. Satish Shimpi was appointed as Chief Compliance Officer of the Company for a term of three years, effective from December 18, 2023. Additionally, he was also appointed as CCO of Capri Global Housing Finance Limited, a wholly owned subsidiary, effective December 26, 2024. Due to the intricacies involved in compliance for both entities, Mr. Shimpi resigned from his role as CCO of the Company but shall continue with Capri Global Housing Finance Limited in the same capacity.

In light of this development, Mr. Abhishek Mohan Yadav was appointed as the Chief Compliance Officer, effective from January 23, 2025. This appointment underscores our commitment to maintaining robust governance and compliance frameworks, thereby enhancing the integrity and sustainability of our operations. The Board believes that the establishment of a dedicated compliance function will significantly contribute to the Company's ability to navigate the complex regulatory landscape and uphold its reputation for transparency and accountability.

Your Company has also put in place Compliance Risk Assessment Framework and Compliance Testing program pursuant to RBI circular dated April 11, 2022.

In order to have robust framework & process for Business continuity, your Company has implemented Business Continuity Policy ("BCP") which inter-alia includes identification, monitoring, reporting, responding and managing the risks including mitigating risks of a significant / prolonged business disruption in order to protect the interests of the Company's customers, employees and stakeholders. Your Company continues to invest in talent, systems and processes to further strengthen the control, compliance, risk management and governance standards in the organization.

Your Company has appointed an Internal Ombudsman ("IO") in compliance with the RBI Circular dated November 15, 2021. A Report of number of complaints escalated to IO and status of disposal of such complaints during the period under review is being placed before the Board for its review in compliance with the said RBI circular. Your Company has constituted Customer Service Grievance Committee (CSGC) to address customer complaints and concerns effectively. As a part of our commitment to excellent customer service and customercentricity, we propose the constitution of this committee as its pivotal in ensuring that the Company maintains an effective mechanism for addressing customer grievances and enhancing overall customer satisfaction.

As on March 31, 2025, the Company's Capital Adequacy Ratio (CAR) stood at 22.84% of the aggregate Risk Weighted Assets on Balance Sheet and Risk Adjusted Value of the off-Balance Sheet items, which is well above the regulatory requirement (minimum of 15%), providing much needed headroom for fund raising for business operations of the Company.

The Company is duly licensed as a Corporate Agent by the Insurance Regulatory and Development Authority of India (IRDAI) and operates as an insurance intermediary in accordance with applicable laws. During the year under review, the Company has complied with all regulatory requirements prescribed under the IRDAI (Registration of Corporate Agents) Regulations and other applicable circulars and guidelines issued by IRDAI from time to time.

The Company continues to maintain all necessary records, disclosures and systems required to ensure regulatory compliance, operational transparency and risk control in line with its role as an insurance intermediary.

The Company recognises and values the importance of Board diversity as a key driver of its success. A well-balanced mix of Directors, bringing varied expertise, perspectives, industry and regional experience, as well as diverse cultural and geographical backgrounds, enables the Board to contribute effectively to strategic decision-making and helps the Company maintain its competitive edge.

As of March 31, 2025, the Company has seven Directors including one woman Director, of which six were Independent Directors of the Company. The composition of the Board is in accordance with Regulation 17 of the SEBI Listing Regulation read with Section 149 of the Act, with an appropriate combination of Non-Executive Directors and Independent Directors. Details of Board of Directors along with the Key Managerial Personnel as on March 31, 2025 are provided below. It is further informed that Mr. L.V. Prabhakar, Independent Director of the Company, has been appointed as the Chairman of the Board with effect from April 29, 2024:

The terms and conditions of appointment of Independent Directors are available on the Company's website at: https:// www.capriloans.in/documents/more-reports#tabs/.

The Board is of the opinion that all Independent Directors of the Company possess the requisite qualifications, experience, expertise (including proficiency, as applicable) and uphold the highest standards of integrity.

During the financial year, there were no changes in the composition of Independent Directors of the Company i.e. no new appointments, cessations or reappointments were made. The Board continued to be properly constituted throughout the year in compliance with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant circulars and guidelines issued by the Reserve Bank of India (RBI) for Non-Banking Financial Companies (NBFCs).

The Company also ensures that its Board composition meets the criteria relating to independence, diversity of expertise, and balance of skills as mandated under the applicable regulatory framework.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Rajesh Sharma (DIN: 00020037), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Board of Directors recommend his re-appointment.

The brief details of the Director proposed to be re-appointed as required under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening the Annual General Meeting of the Company.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company are eminent persons and possess requisite qualifications, integrity, expertise and experience (including the proficiency). Pursuant to Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have confirmed that they have registered their names with the data bank maintained by the Indian Institute of Corporate Affairs and they have either undertaken the online proficiency self-assessment test or are exempted therefrom.

All the Directors and Senior Management Personnel ("SMP") of the Company under the SEBI Listing Regulations have affirmed compliance with the Code of Conduct of the Company. Further, all the Independent Directors have affirmed that they have adhered and complied with the Company's Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

During the financial year under review, there were no change in the Key Managerial Personnel of the Company. In terms of the Act, the following were the KMPs of the Company as on March 31, 2025:

Mr. Rajesh Sharma - Managing Director

Mr. Partha Chakraborti - Chief Financial Officer

Mr. Yashesh Bhatt - Company Secretary

Subsequent to the end of the financial year, Mr. Partha Chakraborti, Chief Financial Officer, tendered his resignation, which will be effective from the close of business hours on August 01, 2025. The Board places on record its sincere appreciation for the valuable contributions made by Mr. Chakraborti during his tenure with the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Mr. Kishore Lodha as the Chief Financial Officer and a Key Managerial Personnel of the Company with effect from August 01, 2025. His appointment is also in alignment with the Company's ongoing efforts to strengthen its financial leadership and governance structure and to address the observations raised by the Reserve Bank of India (RBI) in its Inspection and Risk Assessment Report (IRAR) 2024, particularly relating to the role of KMPs and Senior Management in risk and control functions.

The brief details of the Senior Managerial Personnels as on March 31, 2025 and changes thereto are provided in the Corporate Governance Report, forming part of this Annual Report.

In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 ("the Act") read with Section 178 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), your Company has adopted Nomination and Remuneration Policy which, inter-alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management team. Further, the Company has in place the orderly succession plan for the appointments at the Board and Senior Management level. The said policy is available on the website of the Company and can be accessed at https://www.capriloans.in/documents/ more-reports#tabs.

The Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson. The Company has formulated a process for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors.

An annual performance evaluation exercise was carried in compliance with the applicable provisions of the Act, Listing Regulations, the Company's Code of Independent Directors and the criteria and methodology of performance evaluation approved by the NRC as under:

The questionnaires for performance evaluation are comprehensive and in alignment with the guidance note on Board evaluation issued by the SEBI, vide its circular no. SEBI/ HO/CFD/CMD/CIR/P/2017/004 dated January 05, 2017 and are in line with the criteria and methodology of performance evaluation approved by the NRC.

The Directors of the Company as on March 31, 2025 had participated in the evaluation process. The Directors have expressed satisfaction with the criteria for evaluation of performance of Board, its Committees and individual Directors, assessed through series of questions. The results of evaluation were encouraging showing high level of engagement of Board and its Committees performing its role with effective oversight and providing guidance to Management. A separate meeting of Independent Directors was convened on April 17, 2025 for FY2025 in absence of the Non-Independent Directors and the Company's Management. In order for the Board to carry out its responsibilities in an efficient and responsible manner, the Independent Directors have evaluated and reviewed the performance of the Non-Independent Directors as well as the Board's overall performance in terms of the quantity, quality and timeliness of information exchanged between the Management and the Board and has also reviewed the performance of the Chairperson and Board Committees of the company, taking into account the views of executive directors and non-executive directors.

The results of the evaluation were shared with the Board, Chairman of respective committees and individual Directors. Based on the results of the evaluation, the Board has agreed on an action plan to further improve the effectiveness and functioning of the Board. The suggestions from previous evaluations were implemented by the Company during FY2025.

Your Company, on an ongoing basis strives to keep the Board, specifically the Independent Directors informed and updated with matters related to the industry and business environment in which we operate, our business model, risk metrices, mitigation and management, ever evolving governing regulations, information technology including cyber security, their roles, rights and responsibilities and any other major developments and updates.

All Independent Directors are taken through a detailed induction and familiarisation programme, that covers the history, background, cultures, values, organizational structures, board procedures and overview of the business operations of the Company, as applicable. The Company has also provided directors with a reference manual (such as Code of Conduct) which, inter alia, covers the roles, functions, powers and duties of the directors, disclosures and declarations to be submitted by directors and various codes and policies of the Company. TheinductionandongoingprogrammesenabletheIndependent Directors to take better informed and conscious decisions, in the best interests of the stakeholders of the Company.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Company has during the year conducted familiarization programme through briefings at Board/ Committee meetings for all its Directors including Independent Directors. Details of familiarization programs imparted to the Independent Directors during the financial year under review in accordance with the requirements of the Listing Regulations are available on the Company's website and can be accessed at the weblink: https://cgcdn.capriloans.in/public/wp-content/uploads//files/1739878136750-Familiarisation%20 Program%20for%20Independent%20Directors.pdf and is also provided in the Corporate Governance Report forming part of this Annual Report.

The Board sets the tone for diversity and inclusion across the Group and believes it is important to have an appropriate balance of skills, knowledge, experience and diversity on the Board and at senior management level to ensure good decision making. It recognizes the need to create conditions that foster talent and encourage all colleagues to achieve their full potential. A diverse Board with a range of views enhances decision making which is beneficial to the Company's long-term success and in the interests of Capri's stakeholders.

The Board Diversity Policy adopted by the Board sets out its approach to diversity. The Policy can be accessed at https:// cgcdn.capriloans.in/wp-content/uploads/2024/08/09130443/ Board-Diversity-Policy.pdf. Additional Details on the Board Diversity and the key attributes of the Board Members are explicated in the Corporate Governance Report forming part of this Annual Report.

During the financial year, eight meetings of the Board of Directors were held on the following dates: April 29, 2024; May 8, 2024; June 8, 2024; August 3, 2024; September 14, 2024; October 29, 2024; January 23, 2025; and March 24, 2025. A calendar of Board and Committee meetings is prepared and circulated in advance to enable Directors to plan their schedules and ensure meaningful participation.

Mr. L.V. Prabhakar, Independent Director, was appointed as Chairperson of the Board w.e.f. April 29, 2024. He attended all 8 Board Meetings held during the year and is also a Non-Executive Independent Director on the Board of IndusInd Bank Limited.

Mr. Rajesh Sharma, Managing Director and Promoter, attended all 8 Board Meetings. He does not hold any directorship in other public companies. He held 4,000 equity shares of the Company as on March 31, 2025.

Mr. S. Ranganathan, Non-Executive Independent Director, attended all Board Meetings and is associated as an Independent Director with Metropolis Healthcare Limited and Proventus Agrocom Limited, in addition to holding one directorship in an unlisted public company.

Mr. Ajit Mohan Sharan, Non-Executive Independent Director, attended all Board Meetings. He is also an Independent Director on the Board of Dabur India Limited and one unlisted public company.

Mr. Desh Raj Dogra, Non-Executive Independent Director, attended all Board Meetings. He holds directorships in four listed public companies, including S Chand and Company Limited, G R Infraprojects Limited, IFB Industries Limited, and Skipper Limited and serves on multiple board-level committees therein.

Ms. Nupur Mukherjee and Mr. Shishir Priyadarshi, both Non-Executive Independent Directors, attended all Board Meetings during the year and do not hold any directorships in other public companies.

None of the Directors, other than Mr. Rajesh Sharma, hold any equity shares or convertible instruments in the Company as on March 31, 2025.

Further, during the year under review, no Extraordinary General Meeting of the Members was convened. However, one (1) resolution pertaining to the approval of payment of commission to Non-Executive Directors was passed through postal ballot in June 2024, with the results declared on July 15, 2024.

Detailed information on the meetings of the Board and its Committees, the Postal Ballot conducted, and the Annual General Meeting (AGM) is provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.

Your Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.The Board of Directors of the Company has constituted various Committees including the following:

An all-embracing update on the Board, its committees, their composition, terms of reference, meetings held during FY2025 and the attendance of each member are uploaded on Company's website at https://www.capriloans.in/ and are stated in brief in the Corporate Governance Report attached to and forming part of this Report.

The Board of Directors have approved and adopted all the policies as required under the Act and Securities and Exchange Board of India (SEBI) regulations and RBI Directions. All the policies are uploaded on Company's website at https://www. capriloans.in/.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure; b) they have selected appropriate 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 at the end of the financial year and of the profit of the Company for that period; c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder and RBI requirements, the Members at their 30th Annual General Meeting had appointed M/s. MSKA & Associates, Chartered Accountants, (Firm Registration no. 105047W), as the Statutory Auditors of the Company for a term of three years, i.e. from the conclusion of the 30th Annual General Meeting until the conclusion of the 33rd Annual General Meeting of the Company. M/s MSKA & Associates, Chartered Accountants, have confirmed that they have subjected themselves to Peer Review process by the Institute of Chartered Accountants of India ("ICAI") and hold valid certificate issued by the Peer Review Board of ICAI.

Further, M/s MSKA & Associates, Chartered Accountants, conducted the statutory audit for FY2025. There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for FY2025. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3) (f) of the Act.

In accordance with the Reserve Bank of India (RBI) Circular No. RBI/2021-22/25 / Ref. No. DoS.CO.ARG/ SEC.01108.91.001/2021-22 dated April 27, 2021, Non-Banking Financial Companies (NBFCs) having an asset size of H15,000 crore or more as at the end of the preceding financial year are required to appoint joint statutory auditors, comprising a minimum of two audit firms. Pursuant to the said regulatory requirement and based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s Singhi & Co., Chartered Accountants, as one of the Joint Statutory Auditors of the Company for a term of three (3) consecutive financial years, commencing from the conclusion of the 31st Annual General Meeting (AGM) and continuing until the conclusion of the 34th AGM, subject to the approval of the members at the ensuing AGM. M/s Singhi & Co. have confirmed their eligibility and compliance with the provisions of Section 139 and Section 141 of the Companies Act, 2013, read with the rules made thereunder, and have also affirmed that they meet the criteria prescribed under the Chartered Accountants Act, 1949 and the regulations framed thereunder. They have further confirmed that they are not disqualified from being appointed as Joint Statutory Auditors of the Company.

In compliance with the Reserve Bank of India Guidelines dated April 27, 2021, the Company has in place a Policy for appointment of Statutory Auditors of the Company.

In terms of the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company is required to appoint a Secretarial Auditor to carry out the secretarial audit of the Company and submit a report thereon in the prescribed format.

Based on the recommendation of the Board of Directors, it is proposed to appoint M/s. Sandeep P Parekh & Co., Company Secretaries (COP No.: 7693), as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from the conclusion of the 31st Annual General Meeting (AGM) until the conclusion of the 36th AGM, to conduct the Secretarial Audit of the Company for each of the said financial years and to issue Secretarial Audit Reports in accordance with the requirements under the Companies Act, 2013 and the SEBI Listing Regulations.

The Board of Directors, at its meeting held on May 5, 2025, considered and approved the recommendation for the aforesaid appointment, which is now being placed before the Members for their approval at the ensuing AGM. M/s. Sandeep P Parekh & Co. have consented to act as Secretarial Auditor, if appointed, and have confirmed that the proposed appointment is in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. They have further confirmed that they are enrolled with the Peer Review Board of the Institute of Company Secretaries of India (ICSI) and hold a valid Peer Review Certificate issued by ICSI, which ensures the quality and integrity of the audit process.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company appointed M/s. Sandeep P Parekh & Co., Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year ended March 31, 2025.

The Secretarial Audit Report for the year under review forms part of this Report and is attached as Annexure II(A). The Report confirms that the Company has complied with the applicable provisions of the SEBI regulations and the circulars/guidelines issued thereunder. There are no qualifications, reservations, adverse remarks, or disclaimers in the Report.

Further, in line with Regulation 24A of the SEBI Listing Regulations, Secretarial Audits were also conducted for the Company's material subsidiaries, Capri Global Housing Finance Limited and Capri Loans Car Platform Private Limited, for the year ended March 31, 2025. These audits were also carried out by M/s. Sandeep P Parekh & Co., Practicing Company Secretaries.

The Secretarial Audit Reports for both subsidiaries, annexed as Annexure II(B) and Annexure II(C) respectively, do not contain any qualifications, reservations, adverse remarks, or disclaimers.

In compliance with Regulation 24A of SEBI Listing Regulations, your Company has undertaken an audit for FY2025foralltheapplicablecompliancesasperSEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report ("ASCR") issued by Secretarial Auditor for FY2025 with additional confirmations on compliances by the Company with respect to Insider Trading Regulations, Related party Transactions, updation of Policies, disclosure of material events to Stock Exchanges etc. as per revised ASCR format prescribed by BSE and NSE, has been filed with the Stock Exchanges.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 of the The Companies Act, 2013 during FY2025, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1" and "SS-2") relating to ‘Meetings of the Board of Directors' and ‘General Meetings' issued by the Institute of Company Secretaries of India ("ICSI") and notified by MCA.

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148(1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and hence, such accounts and records were not required to be maintained by the Company.

Mr. Zoheb Sheikh, who was appointed as the Head of Internal Audit (HIA) of the Company at the Board Meeting held on August 5, 2023, was overseeing the internal audit function of both, the Company and its wholly owned subsidiary, Capri Global Housing Finance Limited (CGHFL). However, considering the increasing scope and operational complexities in managing the audit functions of both entities simultaneously, Mr. Sheikh expressed his intent to step down as the HIA of the Company, while continuing to serve in the same role for CGHFL. His resignation as HIA of the Company became effective from the close of business hours on May 5, 2025.

In view of the above, and to ensure continuity and effectiveness of the internal audit function, the Board of Directors appointed Mr. Chirag Shah as the new Head Internal Audit of the Company, with effect from May 05, 2025.

The internal audit function of the Company is managed by an independent in-house team, led by the Head Internal Audit. This team functions independently of management and reports functionally to the Audit & Risk Management Committee of the Board. The internal audit framework is designed to provide a risk-based and objective assurance on the Company's internal control systems, processes and compliance environment. The arrangement ensures a robust and effective governance structure in alignment with regulatory expectations and internal best practices.

During the year under review, no instances of fraud have been reported by the Secretarial Auditor of the Company under Section 143(12) of the Companies Act, 2013. However, during the quarter ended September 30, 2024, an incident of fraud perpetrated by an employee was detected by the management at one of the Company's branches in relation to the gold loan business. The matter involved unaccounted gold measuring approximately 144.53 grams, corresponding to a principal outstanding of H21.8 million and a current market value of H38.2 million. Pursuant to Section 143(12) of the Companies Act, 2013 read with the applicable rules, the Company's Statutory Auditors, M/s MSKA & Associates, reported the said fraud to the Audit Committee and subsequently filed the requisite intimation with the National Financial Reporting Authority (NFRA) within the prescribed timelines.

Further, the incident was also reported to the Reserve Bank of India (RBI) in accordance with the RBI Master Directions on Fraud – Classification and Reporting, through the Fraud Monitoring Return (FMR), within the prescribed time period.

The details of the said fraud are as follows:

Nature of Fraud with description: On October 23, 2024, the Internal Audit Team visited the Chanderlok Hardevpuri DL Branch (GLB0096) as part of routine Branch Audit. During the internal audit procedures, it was established that the Branch employees conducted Fraud in gold ornaments from 73 Gold Loan accounts, resulting in a financial loss amounting to H 38.2 million (as per gold market values as on October 11, 2024). Out of the said 73 gold loan accounts, in 29 loan accounts were identified where all pledged gold ornaments were found missing, in 22 loans account partial gold items missing, 6 loan accounts contained non- genuine gold items (bentex items), in 16 loan accounts, the gold ornaments weights were inflated in the records.

The Branch staff in connivance with external elements conducted fraud by creating multiple gold loans. The staff members from Chanderlok Branch had allegelly created multiple fictitious customer loan accounts to defraud the Company.

Business Segment: Gold Loan

Approximate amount involved: H38.2 million

Principal Outstanding: H21.8 million

Market Value of Gold (144.53 grams): H 38.2 million

Status: Internal investigation concluded; disciplinary actions initiated; reported to RBI and NFRA

All employees found to be involved in the aforementioned fraud have been terminated, with the exception of one of the employee, who was retained on compassionate grounds as she was pregnant at the time the fraud was detected. The Company has implemented necessary corrective measures and has further strengthened its internal control systems and monitoring processes to mitigate the risk of recurrence of such incidents.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your Company uses various industry standard systems to enable, empower and engender businesses and also to maintain its Books of Accounts. The transactional controls built into these systems ensure appropriate segregation of duties, the appropriate level of approval mechanisms and maintenance of supporting records.

The systems, Standard Operating Procedures and controls are reviewed by the Management. Your Company's Internal Financial Controls are deployed through Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission ("COSO"), that addresses material risks in your Company's operations and financial reporting objectives. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("ICFR") issued by The Institute of Chartered Accountants of India. The risk control matrices are reviewed on a quarterly basis and control measures are tested and documented on annual basis. Based on the assessments carried out by the Management during the year, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Your Company recognises that Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Control may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company's processes. The internal audit approach verifies compliance with the operational and system related procedures and controls.

In compliance with RBI circular dated February 03, 2021, the Audit Committee has approved a Risk Based Internal Audit ("RBIA") framework, along with appropriate processes and plans for internal audit for FY2025. The Company has in place the Risk Based Internal Audit Plan underlining the requirements mentioned in the above regulations, thereby approved by the Board.

The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, function/process owners undertake corrective action in their respective areas. Significant audit observations are tracked and presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

Separate meetings between the Head of Internal Audit and the Audit Committee, without the presence of Management, were enabled to facilitate free and frank discussion amongst them. The meetings were held on May 08, 2024, August 02, 2024, October 29, 2024 and January 23, 2025.

Risk management forms an integral part of the Company's business. Your Company has a comprehensive Risk Management Policy in place and has laid down a well-defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks ensuring its effectiveness in addition to Asset Liability Management Committee(‘ALCO') which monitors and manages the liquidity and interest rate risks. Your Company has established procedures to periodically place before the Risk Management Committee and the Board of Directors, the risk assessment and minimisation procedures being followed by the Company and steps taken by it to mitigate these risks.

The Risk Management Policy, inter-alia, includes identification of elements of risk, including Cyber Security and related risks as well as those risks which in the opinion of the Board may threaten the existence of the Company. The Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the Company. Your Company has a robust organizational structure for managing and reporting on risks. This risk management mechanism works at all the levels, which acts as the strategic defence cover of the Company's risk management and is supported by regular review, control, self-assessments and monitoring of key risk indicators. The Risk Management Committee ("RMC") constituted by the Board manages the integrated risk and reviews periodically the Risk Management Policy and strategy followed by the Company.

In compliance with Scale Based Regulations, the Board of Directors have basis recommendation of RMC adopted ICAAP Policy and Framework with the objective of ensuring availability of adequate capital to support all risks in business as also enable effective risk management system in the Company. The Chief Risk Officer ("CRO") oversees and strengthens the risk management function of the Company. The CRO is invited to the Board, Audit Committee, Asset Liability Committee and Risk Management Committee Meetings.

The CRO along with members of the Senior Management apprises the Risk Management Committee and the Board on the risk assessment, process of identifying and evaluating risks, major risks as well as the movement within the risk grades, the root cause of risks and their impact, key performance indicators, risk management measures and the steps being taken to mitigate these risks. The details of the functioning of the Risk Management Committee and frequency of its meetings are provided in Report on Corporate Governance forming part of this Annual Report. The Company follows a proactive risk management policy, aimed at protecting its assets and employees while at the same time ensuring growth and continuity of its business. Regular updates on the development in the business environment and the risk mitigation initiatives are provided to Board at its meeting.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

Your Company has implemented a robust risk management and governance framework supported by policies, processes, threat intel services, tools, technologies, continuous & periodic cyber assessments to identify the emerging and existing risks that our digital assets are exposed to.

The Board has constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The CSR Policy of the Company, inter alia, list the activities that can be undertaken or supported by the Company for CSR as envisaged in Schedule VII of the Act, composition and meetings of CSR Committee, criteria for selection of CSR projects, modalities of execution/implementation of CSR activities and the monitoring mechanism of CSR activities/ projects. The CSR Policy of the Company, amended on May 08, 2024 to widen the scope of CSR activities, is attached to this Report as Annexure III A. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance. During the year under review, the Company has not incurred any additional expenditure towards Corporate Social Responsibility (CSR) activities that would qualify for set-off in subsequent years. In accordance with the provisions of Section 135 of the Companies Act, 2013, the details of CSR expenditure for the financial year are provided in the Annual Report on CSR activities, prepared as per the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said report forms part of this Report and is annexed hereto as Annexure IIIB.

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure IV.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection and any Member interested in obtaining such information may write an email to the Company Secretary at secretarial@capriglobal.in and the same will be furnished on such request.

The Board of Directors affirm that the remuneration paid to employees of the Company is as per the Remuneration Policy of the Company and none of the employees listed in the said Annexure/information is related to any Director of the Company.

During the year under review, the Company maintained a constructive and harmonious industrial relations environment across all its business segments.

The Company remains committed to fostering proactive and employee-centric practices aimed at nurturing an engaged, innovative and high-performing workforce. Several initiatives have been implemented to strengthen the workplace ecosystem and enhance employee experience. These include the development of Self-Managed Teams, initiatives to improve gender diversity, and structured programs such as ‘Employee of the Year', and ‘Reward and Recognition' for associates.

In addition, regular training and awareness programs on critical aspects such as the Code of Conduct, Prevention of Sexual Harassment (POSH), Anti-Bribery and Anti-Corruption (ABAC) and Human Rights have been made mandatory across the organization to reinforce ethical behavior, compliance and good governance.

The Employee Relations function continues to play a pivotal role in cultivating a positive and collaborative work culture, thereby contributing to the seamless functioning and growth of the business.

Capri Global Capital Limited remains steadfast in its commitment to ensuring the health, safety and well-being of all employees, consultants, contract staff, clients, visitors and other stakeholders operating within or under the Company's control. The Occupational Health and Safety (OH&S) Policy of the Company continues to be actively implemented, reflecting our unwavering dedication to maintaining a safe and secure working environment.

The Company is focused on building a robust OH&S Management System by embedding stringent safety protocols, conducting regular risk assessments, and leveraging modern technologies. Continuous training programs are conducted to enhance awareness and preparedness, ensuring that employees are equipped to operate in a safe and responsible manner. Capri integrates safety considerations into its operational planning, decision-making and change management processes to safeguard both personnel and assets throughout their lifecycle. Comprehensive OH&S training is provided to all staff members and their understanding and adherence to safety practices are periodically evaluated to ensure sustained proficiency and compliance.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

As a measure of good corporate governance, the Company voluntarily observes a ‘Silent Period' or ‘Quiet Period' commencing from the first day of the month following the end of each financial quarter and continuing until the announcement of the financial results for that quarter. During this period, the Company refrains from engaging in meetings or interactions with investors, analysts, or institutional funds that could potentially involve discussions around the Company's financial performance.

This practice is aimed at safeguarding the Company's Unpublished Price Sensitive Information (UPSI) and ensuring that no selective or inadvertent disclosures are made. In the event that any interactions do occur during this period, discussions are strictly limited to information that is already in the public domain.

Your Company has in place a Policy on Related Party Transactions ("RPT") ("RPT Policy") formulated in line with the applicable provisions of the Master Direction issued by the Reserve Bank of India and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The Policy sets out the philosophy and processes to be followed for approval and review of transactions with Related Party and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with Related Parties. A detailed landscape of all RPTs specifying the nature, value, and terms and conditions of the transaction is presented to the Audit Committee.

Also, a Standard Operating Procedures has been formulated to identify and monitor all such transactions. The Policy may be accessed at https://cgcdn.capriloans.in/public/wp-content/ uploads//files/1742882268272-Policy-on-related-party-transaction_CGCL.pdf.

All related party transactions are placed before the Audit Committee for review and approval. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note - 54 of Standalone Financial Statements.

Further, no such transactions had been entered with the company belonging to the promoter/promoter group which holds more than 10% shareholding in the Company as required pursuant to para A of schedule V of the Listing Regulations, 2015.

The members of the Audit Committee (‘AC'), who are Independent Directors, may ratify RPTs within 3 (three) months from the date of the transaction or in the immediate next meeting of the AC, whichever is earlier, subject to the following conditions: a. The value of the ratified transaction(s) with a related party, whether entered into individually or taken together, during a financial year does not exceed H1 Cr; b. The transaction is not material in terms of the provisions of Regulation 23(1) of the SEBI Listing Regulations; c. Rationale for inability to seek prior approval for the transaction is placed before the AC at the time of seeking ratification; d. Details of ratification is disclosed along with the disclosures of related party transactions in terms of the provisions of Regulation 23(9) of the SEBI Listing Regulations; e. Any other condition as may be specified by the AC. Provided that failure to seek ratification of the AC would render the transaction voidable at the option of the AC and if the transaction is with a related party to any Director, or is authorised by any other Director, the Director(s) concerned is required to indemnify the Company against any loss incurred by it.

The following are inter alia exempted from the approval requirements as per SEBI Listing Regulations and/or the Act: transactions between Company and its wholly-owned subsidiary whose accounts are consolidated with the Company;

2 (two) wholly-owned subsidiaries of the Company, whose accounts are consolidated with the Company; transactions which are in the nature of payment of statutory dues, statutory fees or statutory charges entered into between the Company on one hand and the Central Government or any State Government or any combination thereof on the other hand.

All RPTs that were entered into during FY2025 were on an arm's length basis and in the ordinary course of business and disclosed in the Financial Statements. There were no materially significant

RPTs made by the Company with Promoters, Directors, KMPs or body corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The Directors draw attention of the members to notes to the Financial Statements which sets out related party disclosures.

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return for financial year ended March 31, 2025, can be accessed on our website at https://www.capriloans.in/documents/more-reports.

In accordance with the applicable provisions of the Master Direction– Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Report.

Good corporate governance underpins the way we conduct business. Your Directors reaffirm their continued commitment to the highest level of corporate governance practices. Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.Your Company practices a culture that is built on core values and ethical governance practices. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. In terms of Regulation 34 of the SEBI Listing Regulations, the Report on Corporate Governance for the financial year ended March 31, 2025, along with the certificate from the Secretarial Auditors of the Company confirming the compliance with Regulations of Corporate Governance is annexed to the Report on Corporate Governance.

As per Regulation 34(2)(f) of the SEBI Listing Regulations, the "Business Responsibility and Sustainability Report" is appended as Annexure V and forms part of this Report and can also be accessed on the Company's website at www.capriloans. in. The report describes initiatives undertaken by the Company from an environmental, social and governance perspective. As part of our commitment to upholding ESG priorities, the Board of Directors at Capri have taken steps to strengthen our focus on ESG matters. Additionally, the Board is supported by ESG advisors with extensive expertise in areas such as communities and social performance, requiring collective efforts on various fronts. Below is the statement by the Managing Director, who is responsible for the Business Responsibility Report.

I am delighted to highlight our significant progress in Environmental, Social and Governance (ESG) practices. Over the past year, we have successfully navigated evolving regulatory requirements, developed and implemented robust new ESG policies, and ensured comprehensive employee training on these initiatives. We are particularly proud of our targeted initiatives that foster an inclusive workplace, ensuring everyone is valued and included. Looking ahead, we are excited to enhance our regulatory compliance, further strengthen our ESG policies as per evolving landscapes, provide ongoing training, and intensify our efforts to promote diversity and inclusion. Our journey towards sustainability continues with unwavering commitment and ambitious targets, setting a positive trajectory for the future.

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud, or violation of the Company's Code(s) of Conduct or Corporate Governance Policies or any improper activity.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices.

The Whistle Blower Policy is available on the website of your Company at https://www.capriloans.in/ documents/more-reports.

The Audit Committee is apprised of the vigil mechanism on a periodic basis. During the year, no person was denied access to the Chairperson of the Audit Committee. A quarterly report on the whistle blower complaints is placed before the Audit Committee for its review.

During the year under review, complaints received under the Whistle Blower mechanism were discussed at the Audit Committee meeting and were suitably disposed off.

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

Your Company has in place a comprehensive Policy in accordance with the provisions of POSH Act and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy has been widely communicated internally and is placed on the Company's intranet portal. The Company ensures that no employee is disadvantaged by way of gender discrimination. The Policy may be accessed at https://cgcdn.capriloans.in/wp-content/uploads/2024/07/01123210/Anti-Sexual-Harrasment-Policy_CGCL.pdf.

Your Company has adopted zero tolerance for sexual harassment at workplace and has formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. Your Company has complied with provisions relating to the constitution of Internal Committee under the POSH Act. During the year under review, complaints received by the Committee were suitably disposed off.

Pursuant to the POSH Act, the details of the total reported and closed cases pertaining to incidents under the above framework/ law are as follows: Number of cases filed during the financial year: 3 Number of cases disposed during the financial year: 3 Numbers of cases pending as on March 31, 2025: NIL

The Company remains firmly committed to fostering trust, transparency and long-term engagement with its investors and the analyst community, while aligning with global best practices in Investor Relations. During FY2025, the Company actively engaged with a wide spectrum of domestic and international investors and analysts through various forums including conferences, one-on-one and group meetings conducted both virtually and in person, excluding quarterly earnings calls, analyst meets, and specific event-based interactions.

All investor-focused events conducted during the year, including quarterly earnings calls, analyst meetings, and product launches, were well-attended and received positively by the investment community. The senior leadership, including the Managing Director and the Head – Investor Relations & Treasury, played a central role in addressing investor queries and articulating the Company's strategic direction across key areas such as:

Capital allocation framework

Strengthening market leadership

Scaling high-potential business verticals ("Growth Gems")

ESG initiatives and sustainability roadmap

The Company continues to ensure timely and transparent communication by providing critical updates and relevant disclosures through its investor section on the corporate website.

The Company being engaged in the financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. Nevertheless, the Company is vigilant on the need for conservation of energy.

During FY2025, the Company's foreign exchange earnings were NIL and outgo was H19.44 Million as against H12.91 Million in the previous year.

The equity shares of the Company are compulsorily tradable in electronic form as per the applicable regulatory requirements. As on March 31, 2025, out of the total paid-up equity share capital comprising 82,51,16,352 equity shares of H1 each, only 13,350 equity shares were held in physical form, with the remaining shares held in dematerialised form.

Pursuant to the exercise of options by employees, the Company allotted:

1,46,380equitysharesofH1eachonNovember12,2024,and

30,000 equity shares of H1 each on November 29, 2024.

Further, after the end of the financial year but prior to the date of this Report, the Company successfully completed an allotment under the Qualified Institutional Placement (QIP) on June 12, 2025, wherein 13,65,18,770 equity shares were issued at a price of H146.50 per share (including a face value of H1 per share). Consequently, the paid-up equity share capital of the Company, post all aforementioned allotments, stands at H96,16,35,122/-, comprising 96,16,35,122 equity shares of H1 each. The number of equity shares held in physical form remains unchanged at 13,350 equity shares, as on March 31, 2025.

In line with circulars issued by the Securities and Exchange Board of India (SEBI), requests for transfer of securities are processed only if the securities are held in dematerialised form with the depositories. Moreover, transmission and transposition of securities, whether held in physical or dematerialised form, are also effected only in dematerialised mode. Accordingly, shareholders holding securities in physical form are advised to dematerialise their holdings at the earliest to enable smooth transactions and compliance with regulatory guidelines.

The Company being a Non-Banking Finance Company, the provisions of Section 186 of the Act pertaining to granting of loans to any persons or bodies corporate and giving of guarantees or providing security in connection with loans to any other bodies corporate or persons are not applicable to the Company.

As regards investments made by the Company, the details of the same are provided under Notes in the Financial Statements of the Company for the year ended March 31, 2025, forming part of this Annual Report.

During the financial year 2024-25, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. Further, no penalties of material nature have been levied by the RBI or any other regulator during the year under review.

Equity shares of your Company are listed on The National Stock Exchange of India Ltd. and The Bombay Stock Exchange Ltd. Your Company has paid required listing fees to Stock Exchanges for FY2025.

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the certificate, as prescribed in Part B of Schedule II of the Listing Regulations, has been obtained from Mr. Rajesh Sharma, Managing Director and Mr. Partha Chakraborti, Chief Financial Officer for FY2025 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure VI and forms part of this Report.

The details of the Key Policies adopted by the Company are mentioned at Annexure VII to the Board's Report.

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 ("IBC") was made against the Company during the financial year under review.

The Company did not avail any such onetime settlement during the financial year. Therefore, disclosure of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

In the financial year 2024-25, the Company received several prestigious accolades, underscoring its excellence in brand value, sustainability and workplace culture.

Capri Loans was honoured with the "Best Brands – 2024" award at the ET Now Best Brands Conclave. This recognition celebrates the Brand's consistent excellence, robust growth trajectory and significant contributions to the financial services sector in India.

In its debut submission, Capri Global Capital achieved a score of 48 in the S&P Global Corporate Sustainability Assessment (CSA) for FY 2023–24. This score significantly surpasses the industry average of 30, placing Capri among the top 20% of global performers in its sector, highlighting its commitment to sustainable and responsible business practices.

Capri Global Capital Ltd received the Great Place to Work? Certification, reflecting its dedication to fostering a high-trust, inclusive and growth oriented workplace. This certification underscores the company's focus on employee well-being and its investment in building a supportive organizational culture.

One of the leading awards in the space, recognized us for our Corporate Social Responsibility (CSR) initiative. This recognition underscores the exceptional work Capri has done in creating value for society and the environment through our responsible business practices. It highlights our commitment to driving social inclusion, sustainability, and ethical governance.

The Company has adopted a compliance management tool viz. Compliance Insight Portal by PWC which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations. Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted by the Managing Director to the Board.

Your Company practices a culture that is built on core values and ethical governance practices. Your Company is committed to integrity and transparency in all its dealings and places high emphasis on business ethics. The Board and the Committees of your Company exercise its fiduciary responsibilities in the widest sense of the term and endeavour to enhance long-term shareholder value. The governance framework is anchored by clearly defined policies, procedures and covering areas such as anti-bribery and anti-corruption, Prevention of Sexual Harassment at Workplace and Whistle Blower Policy.

Sustainability continues to be a big focus area for the Company with the intent to integrate it as a part of the core business strategy. Your Company has received ESG Rating of "69" for FY 2024 from NSE Sustainability Ratings & Analytics Limited ("NSE Sustainability"). The Company demonstrates effective performance on environmental, social and governance fronts reflecting its clear commitment.

Below is the Summary of ESG Ratings Assigned to the Company:

Environmental Pillar Score: 63/100

Social Pillar Score: 65/100

Governance Pillar Score: 79/100

The score of 63 of Environment pillar of the Company reflects its moderate performance in terms of managing its GHG emissions, water resources, energy utilization and waste handling practices. It is well aligned with environment related industry best practices.

The score of 65 of Social pillar of the Company demonstrates commendable performance in the area of health and safety measures for its employees and proactive engagement in community welfare initiatives. The Company promotes a diverse and inclusive workforce and effectively fulfils customer safety and satisfaction standards The score of 79 of Governance pillar of the Company ensure robust governance practices through its well-organized board structure. It reflects Company's effective Risk Management system.

The Directors further state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

There was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except Employee Stock Option schemes referred to in this Report;

There was no raising of funds/issue of shares through Preferential Allotment, Public Issue, Rights Issue except Qualified Institutional Placement and NCD issuance through Private Placement;

There was no buy back of the equity shares during the year under review;

There were no voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase for which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013 ("the Act");

There was no suspension of trading of securities of the Company on account of corporate action or otherwise;

There was no revision made in the Financial Statements or the Board's Report of the Company;

The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable. Disclosures as per NBFC regulations have been made in this Annual Report.

At Capri, our business is deftly managed by an adroit set of leaders with global and diverse experience in the sector in order to accomplish the mission. The professionally equipped and technically sound management has set progressive policies and objectives, follows best practices, all with a plausible vision to take the Company ahead to the next level.

Having received external reassurance in all our commitments over the years, the Directors take this opportunity to place on record, their sincere appreciation for the Securities and Exchange Board of India, Reserve Bank of India, Insurance and Regulatory Development Authority of India, Ministry of Corporate Affairs, Registrar of Companies and all other Governmental and Regulatory Authorities, bankers, stock exchanges, financial institutions, depositories, analysts, advisors, local communities, customers, vendors, business partners, shareholders and investors forming part of the Capri family for their sustained support, admirable assistance and endless encouragement extended to the group at all levels. We would also like to express our earnest regard to all employees for their ardent enthusiasm and interminable efforts directed towards lodging significant and effective contributions to the continued growth of the Company. Our heartiest gratitude is further undertaken to be rendered to all our stakeholders for their unflinching faith in the Company.

We look forward for bestowal of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders and inscribe on the footprints of nation building for one of the fastest growing economies of the world. Your directors acknowledge the support extended by various stakeholders, from time to time.