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").

FINANCIAL PERFORMANCE

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:

OPERATIONAL PERFORMANCE/STATE OF
AFFAIRS

I. Standalone Financial Performance

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.

II. Consolidated Financial Performance

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.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

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.

ECL AND OTHER UPDATES

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.

TRANSFER TO RESERVES

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.

DIVIDEND

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
https://cgcdn.capriloans.in/public/wp-content/
uploads//files/17398781 88138-32.%20Dividend%20
Distribution%20Policy%2008.06.2024.pdf

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.

UNCLAIMED DIVIDEND AND UNCLAIMED
SHARES

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.

INFORMATION ON THE STATE OF AFFAIRS OF
THE COMPANY

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

SUBSIDIARY ENTITIES

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.

Financial Performance & position of Subsidiaries

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.

INCORPORATION OF WHOLLY-OWNED
SUBSIDIARIES (POST BALANCE SHEET DATE)

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.

INVESTMENT IN SUBSIDIARIES

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.

CHANGES IN SUBSIDIARIES OR ASSOCIATE
COMPANIES DURING THE YEAR

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.

CHANGE IN NATURE OF BUSINESS

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.

ALTERATION OF MEMORANDUM OF
ASSOCIATION AND ARTICLES OF ASSOCIATION:

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

CREDIT RATING

Your Company is rated by Infomerics Valuation and Rating
Limited, Acuite 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.

RESOURCE MOBILISATION

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.

DEPOSITS

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.

FIXED DEPOSITS

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

BORROWINGS

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.

SECURITISATION

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

SHARE CAPITAL

Authorised Capital:

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.

Issued and Paid-up Capital:

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.

EMPLOYEES' STOCK OPTION SCHEME

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.

RBI GUIDELINES

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.

Chief Compliance Officer

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.

Compliance Risk Assessment Framework and Compliance
Testing program ("CRAFT")

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

Business Continuity Policy

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.

Internal Ombudsman

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.

Capital Adequacy Ratio

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.

IRDAI

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.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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.

Declaration of Independence by Independent Directors
& adherence to the Company's Code of Conduct for
Independent Directors

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.

Fit and Proper Criteria & Code of Conduct

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.

Key Managerial Personnel ("KMPs")

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

Changes in Key Managerial Personnel

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.

Senior Managerial Personnel:

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.

Policy on Directors' Appointment and Remuneration/
Compensation for Directors, Senior Management
Personnel, Key Managerial Personnel and Other Employees

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 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.

Outcome and results of the performance evaluation

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.

Familiarisation Programme for Directors

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.

The induction and ongoing programmes enable the Independent
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.

Board Diversity and Inclusion

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.

Meetings

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.

The attendance and other relevant details of the
Directors are summarized below:

•    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.

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.

BOARD POLICIES

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/.

DIRECTORS' RESPONSIBILITY STATEMENT

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.

AUDITORS

A. Statutory Auditors

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.

Adoption of Policy for appointment of Statutory
Auditors

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.

B.    Secretarial Auditor

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.

C.    Secretarial Audit

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.

Annual Secretarial Compliance Report with additional
confirmations on compliances

In compliance with Regulation 24A of SEBI Listing
Regulations, your Company has undertaken an audit for
FY2025 for all the applicable compliances as per SEBI (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.

Audit Trail Applicability (Audit And Auditors) Rules
2014 - Rule 11 of The Companies Act, 2013.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

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.

D. Maintenance of Cost Records

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.

E.    Internal Auditors

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.

F.    Reporting of Frauds by Auditors

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

•    Remedial actions taken:

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
ITS ADEQUACY

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.

Internal Audit Framework

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.

Risk Based Internal Audit ("RBIA") framework

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

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

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.

CYBER SECURITY

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.

CORPORATE SOCIAL RESPONSIBILITY

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.

PARTICULARS OF EMPLOYEES AND RELATED
INFORMATION

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.

INDUSTRIAL RELATIONS

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.

OCCUPATIONAL HEALTH AND SAFETY

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.

Maternity Benefit provided by the Company under
Maternity Benefit Act 1961

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.

Silent period

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.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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.

RATIFICATION OF RPT'S:

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.

TRANSACTIONS WITH RELATED PARTIES:

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.

ANNUAL RETURN

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.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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.

REPORT ON CORPORATE GOVERNANCE

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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.

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

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

INVESTOR RELATIONS (IR)

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.

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

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.

DEPOSITORY SYSTEM

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:

•    1,46,380 equity shares ofH1 each on November 12,2024, 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.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS IN SECURITIES

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.

SIGNIFICANT AND MATERIAL ORDERS

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.

LISTING

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.

MANAGING DIRECTOR (MD) AND CHIEF
FINANCIAL OFFICER (CFO) CERTIFICATE

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.

POLICIES

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

DISCLOSURE PERTAINING TO INSOLVENCY &
BANKRUPTCY CODE ("IBC")

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

DISCLOSURE OF ONE TIME SETTLEMENT

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.

AWARDS AND RECOGNITION

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

•    Best Brands 2024 - ET Now Best Brands Conclave

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.

•    Top Global Performer in S&P Global ESG Assessment

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.

•    Great Place to Work® Certification

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.

•    The Bharat CSR & Sustainability Awards

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.

COMPLIANCE MANAGEMENT

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.

ETHICS

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

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.

GENERAL DISCLOSURES

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.

ACKNOWLEDGEMENT

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.

For and on behalf of Board of Directors
Capri Global Capital Limited

Sd/-    Sd/-

Rajesh Sharma    S Ranganathan

Managing Director    Independent Director

(DIN: 00020037)    (DIN: 00125493)

Date: August 01, 2025
Place: Mumbai