The Directors of the Company are pleased to present 29^th Annual Report together with the Annual Audited Consolidated and Standalone Financial Statements for the Financial Year ended March 31,2023.

FINANCIAL PERFORMANCE

I. Financial Highlights

The summary of the Company's Financial Performance, both on consolidated and standalone basis, for the Financial Year 2022-23 as compared to the previous Financial Year 2021-22 is given below:

OPERATIONAL PERFORMANCE/STATE OF AFFAIRS

I. Standalone Financial Performance

The Total Revenue of the Company stood at ' 11,489.94 Million for the year ended March 31, 2023 as against ' 7,655.51 Million in the previous year. The Company reported a Net Profit of ' 1,415.37 Million for the year ended March 31,2023, as compared to the Net Profit of ' 1,618.84 Million in the previous year due to growth in business coupled with better operational controls.

The AUM has grown by 56.7% and stood at ' 76,545 Million as against ' 48,856 Million in the previous year. The Company has further strengthened its retail business vertical and MSME AUM (including Co-Lending AUM) has grown by 31.8% to ' 43,580 Million having 27,164 customers (previous year ' 33,065 Million having 20,773 customers) with the average ticket size at '1.7. Construction Finance business AUM (including indirect lending) stood at

' 21,709 Million ('15,791 Million)with 216 customers (previous year '15,791 Million with 166 customers). The management maintained its cautious approach towards wholesale lending reducing its share to 28.4% of Standalone AUM.

The Company along with its wholly-owned subsidiary company viz. Capri Global Housing Finance Limited, had branch presence across 736 locations spread over 15 States and UTs during the year as compared to 117 locations spread over 12 States and UTs of the previous year.

The Company has continued with strategy of going granular and focused on sourcing small ticket size loans in all its verticals, spread over a wider geographical area resulting into de-risking of the loan portfolio, better control over delinquencies, and better risk spread in the medium to longer term.

During the year under review, the Company expanded its car loan distribution footprint to 450 locations across 29 States and UTs (previous year 213 locations across 19 States and UTs). During the year, the company entered into distribution alliance with 3 new banks namely Bank of India, Indian Bank, and Punjab and Sind Bank in addition to the existing partnership with 5 banks namely Bank of Baroda, HDFC Bank, Union Bank of India Indian Overseas Bank, and Yes Bank. The Company achieved an origination volume of ' 60,133 Million by the end of March 2023 against an origination volume of '17,020 Million by the end of previous year ended of March 2022. The Company earned a net distribution fee revenue of ' 1,179 Million for the year ended March 2023 compared to a net distribution fee of revenue of ' 276 Million for the year ended March 2022.

The Company had initiated co-lending mechanism with Union Bank of India (for MSME) and State Bank of India (for Housing) during the year ended March 2022. During the year ended March 2023, the Company tied-up with State Bank of India (for MSME), Punjab and Sind Bank (MSME and Housing), and UCO Bank (for Housing). The Company had a total 5 co-lending partnerships at the end of March 2023 (previous year 2).

The Company had announced its foray into Gold Loans in February 2022. The Company formally launched its Gold Loan business in August 2022 with 108 branches across 5 States and UTs and by the end of March 2023 had expanded the business to 562 branch loacations across 8 States and UTs. The outstanding AUM at the end of March 2023 was ' 11,256 Million.

The Gross NPA of the Company stood at 1.9% and the Net NPA (Net of Total ECL Provision) was at negative as of March 31, 2023. (-ve as of March 31, 2022). The Net NPA (Net of Stage 3 Provisions) stood at 1.4% as of March 31, 2023 (2.0% as of March 31, 2022)

II. Consolidated Financial Performance

The Consolidated Gross Income of the Company for the Financial Year ended March 31, 2023, is ' 14,649.97 Million vis- a-vis ' 9,817.53 Million in the previous year, thereby registering a growth of 49.22% (33.19%). Consolidated Net Profit for the Financial Year ended March 31, 2023, is ' 2,046.54 Million as compared to ' 2,050.41 Million in the previous year, registering (an marginal decrease of 0.19%. The Gross NPA stood at 1.7%. Net NPA (Net of Total ECL Provision) was negative as of March 31,2023 (-ve as of March 31, 2022).

During the year under review, swift operationalisation of new branches 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.

RESOURCE MOBILISATION

On a consolidated basis, the Company has strengthened its relationships with banks/financial institution and got fresh sanctions of ' 39,200 Million during the financial year under review. As of March 31, 2023, borrowings from public sector, private sector banks and financial institutions in term loans / CC limits were ' 70,727 Million as against ' 43,761 Million in FY 2021-22. During the FY 2022 - 23 the Company raised ' 1,000 Million through issuance of Secured Redeemable Non-Convertible Unlisted Debentures and ' 1,000 Million through issuance of Commercial Paper. The Company has redeemed NCD's amounting to ' 1,167 Million and CPs amounting to ' 1,000 Million. The outstanding NCDs as on March 31, 2023 was ' 4,386 Million and the outstanding CPs as on March 31,2023 was Nil. The gearing of Company as of March 31,2023 is 2.14 times.

DIVIDEND

The Directors have recommended final dividend of ' 0.50 per share of the face value of 2/- each for the Financial Year 2022-23 (previous year ' 0.50 per share). The final dividend on Equity Shares, if approved by the Members in the upcoming Annual General Meeting, would involve a total outgo of '103.1 Million for the Financial Year 2022-23 as against ' 87.8 Million for the previous year and will be paid to those Members, whose names appear on the Register of Members/beneficial holders' list at the close of business hours on August 18, 2023.

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI Listing Regulations"), the Board of Directors of the Company has formulated the Dividend Distribution Policy setting out the parameters and circumstances that will be considered by the Board in determining the distribution of dividend to its members. The Policy is available on the website of the Company at https://www.capriloans.in/corporate-governance/.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

Pursuant to Rule 5(8) of the 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 ' 2,21,896 as on the year ended March 31, 2022. During the year, Unclaimed Dividend for the Financial Year 2014-15 amounting to ' 24,405 was transferred to Investor Education and Protection Fund on September 14, 2022.

The Company has uploaded the details of unclaimed dividend on the Company's website at https://www. capri loa ns. in/unclaimed-shares-unclaimed-dividends/ and also on website specified by the Ministry of Corporate Affairs http://www.iepf.gov.in/IEPF/services.html.

IEPF is holding 38,455 Shares of the Company, at the end of the year under review.

TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. Accordingly, the Company has transferred ' 283.07 Million to Statutory Reserve Account. No amount is proposed to be transferred to General Reserve.

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.

AWARDS AND RECOGNITION

The Company was recognized as a "Great Place To Work" by the Great Place to Work Institute for a second consecutive year.

SHARE CAPITAL

As on March 31, 2023, the Authorised Share Capital of the Company stood at ' 720 Million (36,00,00,000 Equity Shares of ' 2/- each) and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at ' 412.31 Million (comprising of 206,152,844 Equity Shares of ' 2/-each) ( ' 351.31 Million comprising of 17,56,54,055 Equity Shares of '2/- each). During the Financial Year 2022-23, the Company has issued and allotted 30,498,789 equity shares of ' 2 each. Out of the said shares the Company issued and allotted 30,315,789 fully equity shares of ' 2 each for cash at a price of '475 per equity share (including a premium of ' 473 per equity share) on Rights basis to the eligible equity shareholders of the Company in the ratio of 11 rights equity shares for every 64 equity shares held by the eligible equity shareholders on the record date and 183,000 Equity shares were alotted on exercise of Stock Options granted to the employees of the Company.

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 complied with the 'Master Directions - Non-Banking Financial Company-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions 2016', amended from time to time and all other applicable

Directions/regulations/circulars of RBI during the Financial Year 2022-23.

CAPITAL ADEQUACY RATIO

As on March 31, 2023, the Company's Capital Adequacy Ratio (CAR), stood at 39.9% of the aggregate Risk Weighted Assets on Balance Sheet and Risk Adjusted Value of the off-Balance Sheet items, which is well above the regulatory requirement (minimum of 15%), providing much needed headroom for fund raising for business operations of the Company. The Company raised ' 14,400 Million in equity capital through a Rights Issue in March 2023. This boosted Company's CAR significantly.

EMPLOYEES' STOCK OPTION SCHEME

During the year under review, the Nomination and Remuneration Committee of the Board has granted 430,000 stock options to the eligible employees under the Employee Stock Option Scheme 2009. The Company has issued and allotted 1,83,000 equity shares of ' 2 each on exercise of Stock Options granted to the employees of the Company.

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/investor-information/.

A certificate from the M/s. Sandeep P Parekh & Co, Practising Company Secretary, certifying that Employee Stock Option Scheme 2009 has been implemented in accordance with Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution(s) passed by the Members would be uploaded on website of Company www.capriloans.in during the Annual General Meeting of the Company for inspection by the Members.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Board has adopted accounting policies which are in line with Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organisation's pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee periodically, reviews and evaluates the adequacy of internal financial control and risk management systems. Efficacy of Internal control systems are tested periodically by Internal Auditors and Internal Control over Financial Reporting is tested and certified by Statutory Auditors.

The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

SUBSIDIARY ENTITIES

(a) As on March 31,2023, your Company has one subsidiary namely Capri Global Housing Finance Limited ("CGHFL"). CGHFL has considerably contributed to the overall growth of your Company during the year. There has been no material change in the nature of the business any of the subsidiary.

In accordance with Section 129(3) of the Act and Regulation 34 of SEBI Listing Regulations, the consolidated financial statements of the Company and its subsidiary company has been prepared and forms part of this Annual Report. A statement containing salient features of the financial statements of the subsidiaries is stated in the prescribed Form AOC-1 as Annexure A, attached to the Consolidated Financial Statements of the Company.

In accordance with the provisions of Section 136 of the Act, the annual financial statements and related documents of the subsidiary companies are placed on the website of the Company at https://www.capriloans. in/. Members may download the annual financial statements and detailed information on subsidiary company from the Company's website and are also available for inspection during business hours at the registered office of your Company. Any Member who is interested in obtaining a copy of the audited financial statements of your Company's subsidiary may write to the Company Secretary at the registered office of your Company.

(b) Financial Performance & position of subsidiary

1. Capri Global Housing Finance Limited

Capri Global Housing Finance Limited ("CGHFL"), a registered Housing Finance Company licensed by National Housing Bank is a wholly owned subsidiary of your Company and it primarily serves the housing loan needs of middle and lower-income families, classified as affordable housing.

CGHFL has shown an impressive growth of 52.6% in its Assets Under Management to ' 26,657 Million in the Financial Year 2022-23 as against ' 17,474 Million in the Financial Year 2021-22 and has increased its reach to 24,335 customers from 17,739 customers in previous year. Total Income increased by 46.83% to ' 3,236.72 Million as against ' 2,204.36 Million in the Financial Year 2021-22. Profit after tax registered a growth of 43.70% (29.09%) at ' 620.47

Million in the Financial Year 2022-23 as against ' 431.77 Million in the Financial Year 2021-22.

FIXED DEPOSITS

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, 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 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 Annual General Meeting of the Company.

As of March 31, 2023, the Company has five Independent Directors including one woman Director.

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.

Mr. Rajesh Sharma, Managing Directortor of the Company was appointed as Chief Financial Officer of the Company with effect from April 23, 2022 for a tenure of one year. Mr. Sharma was further re-appointed as Chief Financial Officer of the Company with effect from May 22, 2023 for a period of one year.

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

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of 'Independent Director' as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations.

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. All the Directors meet the 'Fit and Proper' criteria as per the policy of the Company and as stipulated by RBI.

Board Meetings

During the year, 7 meetings of the Board of Directors were held. Details about the Board Meetings and Committee Meetings are given in report on Corporate Governance forming part of this Report.

Constitution of various Committees

The Board of Directors of the Company has constituted various Committees including the following:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Corporate Social Responsibility Committee IV Stakeholders' Relationship Committee

V. Risk Management Committee

Details of each of the Committees stating their respective composition and terms of reference 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.

Policies on Appointment of Directors and their Remuneration

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). Further, the Company has in place the orderly succession plan for the appointments at the Board and Senior Management level.

The Company's policy on Directors' appointment and remuneration and other matters as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://www.capriloans.in/corporate-governance/.

Annual Evaluation of Board, its Committees, and Individual Directors

The Company has devised a Policy for performance evaluation of the Board, its Committees, and other individual Directors (including Independent Directors) which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual evaluation of the performance of the Board, its Committees and Individual Directors and

Chairperson. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

Familiarisation Program for Independent Directors

The Company has adopted a structured programme for orientation of all Directors including the Independent Directors at the time of their joining so as to familiarise them with the Company - its operations, business, industry and environment in which it functions and the regulatory environment applicable to it. The Management updates the Board Members on a continuing basis of any significant changes therein and provides them an insight to their expected roles and responsibilities so as to be in a position to take well-informed and timely decisions and contribute significantly to the Company. The Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

Familiarisation Program for Independent Directors is mentioned at length in Corporate Governance Report attached to this Report and the details of the same have also been disclosed on the website of the Company at https:// www.capriloans.in/ corporate-governance/.

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) i n 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) t hey have prepared the annual accounts on a going concern basis;

e) t hey 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

In terms of Section 139 of the Act, M.M. Nissim & Co. LLP, Chartered Accountants (Firm Registration no. 107122W/W100672), were appointed as statutory auditors of the Company for a period of three years from the conclusion of the 27^th Annual General Meeting until the conclusion of the 30^th Annual General Meeting of the Company.

M/s. M.M. Nissim & Co. LLP, Chartered Accountants, conducted the statutory audit for the financial year 2022 - 23. There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the financial year 2022-23.

B. SECRETARIAL AUDIT

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s. Sandeep P Parekh & Co., Practicing Company Secretary for conducting Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2023, is appended to this Report as Annexure II (A). There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the financial year 2022-23.

I n terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of material subsidiary of the Company i.e Capri Global Housing Finance Limited for the financial year ended March 31, 2023, is annexed to this Report as Annexure II(B).

C. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied

with all applicable mandatory Secretarial Standards issued

by the Institute of Company Secretaries of India.

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 details of CSR Policy of the Company are available on the website of the Company at https://www. capriloans.in/corporate-governance/. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance.

In terms of Section 135 of the Act, the details of the CSR spent during the year under review is provided in the Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 and attached to this Report as Annexure III.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, review and monitor the risk management plan for the Company and ensuring its effectiveness in addition to Asset Liability Management Committee('ALCO') which monitors and manages the liquidity and interest rate risks. The Company and its subsidiary have a risk management framework and the Committee on timely basis informs the Board Members about risk assessment and minimisation procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The Audit Committee has additional oversight in the area of credit & liquidity risks, interest rate risk, and operational risk. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

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.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company at https://www.capriloans.in/corporate-goverance/. This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, all the related party transactions were entered in the ordinary course of business and on arm's length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note - 41 of Standalone Financial Statements.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

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, 2023, can be accessed on our website at https://www.capriloans.in//investor-information/.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

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, 2023, 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 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.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. Adequate safeguards are provided against victimisation of those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them. The Whistle Blower Policy is available on the website of your Company at https://www.capriloans.in/ corporate- goverance/.

During the year under review, one complaint was received under the Whistle Blower mechanism which was discussed at the Audit Committee meeting and was suitably disposed off.

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

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, no complaints were received from any of the employees.

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 the Financial Year 2022-23, the Company's foreign exchange earnings were NIL and outgo was ' 14.39 Million as against ' 1.47 Million in the previous year.

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, 2023, forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2022-23, 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 have been levied by the RBI or any other regulator during the year under review.

LISTING

Equity Shares of your Company are listed on National Stock Exchange of India Ltd. and BSE Ltd. Your Company has paid required listing fees to Stock Exchanges for FY 2023-24.

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.

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 for the Financial Year 2022-23 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure VI and forms part of this 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.

ACKNOWLEDGEMENT

Your directors acknowledge the support extended by the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies and all other Governmental and Regulatory Authorities for the guidance and support received from them including their officials from time to time.

Your directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers during the year.

Your directors place on records their appreciation of the contribution made by the employees of your Company and its subsidiaries at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, cooperation and support.

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

Sd/- Sd/-

Rajesh Sharma Beni Prasad Rauka

Managing Director Independent Director (DIN:00020037) (DIN:00295213)

Date: May 22, 2023 Place: Mumbai