DIRECTORS' REPORT

Your Directors have pleasure in presenting the 43^rd Board’s Report along with the Audited Financial Statements of your Company “Unifinz Capital India Limited” for the Financial Year ended March 31, 2026 (“FY 2026”).

FINANCIAL SUMMARY

The Company’s financial performance for the year ended 31^st March, 2026 is summarised below:

STATE OF COMPANY AFFAIRS

The Company has successfully completed its another year and marked turnover of Rs. 51156.96 Lacs. The Major key highlights are given below:

Business Performancea) Financial Highlight

Here are the key financial performance highlights of the Company for the Financial Year 2025-2026 to be presented to the shareholders:

• Revenue from operations significantly grew to ^51156.96 lakh, representing a substantial increase of ^ 39021.64 lakh compared to the previous year's figure of ^12,135.32 lakh.

• The Profit after Tax increased to ^8714.24 lakh from the previous year's Profit ^ 2005.58 lakh, indicating an increase of ^6708.66 lakh due to increase in operational revenue.

The Company's outstanding financial performance during the year demonstrates the strength of its business model, disciplined execution strategy, and ability to capitalize on emerging market opportunities. Despite a dynamic and competitive business environment, the Company achieved robust growth across all key financial parameters, supported by strong customer acquisition, enhanced operational efficiency, and prudent risk management practices.

The Board is pleased with the remarkable progress achieved during the year and believes that the Company is well-positioned to sustain its growth momentum. With a strong balance sheet, scalable business platform, and continued focus on innovation, digital transformation and customer-centric solutions, the Company remains confident of delivering long-term value to its stakeholders while pursuing profitable and sustainable growth.

CHANGE IN THE NATURE OF THE BUSINESS

Pursuant to Section 134(3)(l) of the Companies Act, 2013, it is hereby confirmed that the Company is registered as a Non-Banking Financial Company (NBFC) and continues to carry on the business of an NBFC. During the financial year under review, there was no change in the nature of the Company's business.

CAPITAL STRUCTUREA. SHARE CAPITALi. Authorized Share Capital:

The Authorized Share Capital of your Company as on March 31, 2026 divided into 90,00,00,000 equity shares of Rs. 10/- each.

During the year company has increased its authorised capital one (1) time in following manner:

Increased from ^25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs Only) equity shares of ^10/- (Rupees Ten only) each to ^90,00,00,000/- (Rupees Ninety Crore Only) divided into 9,00,00,000 (Nine Crore Only) equity shares of face value ^10.00/- each by the creation of additional 6,50,00,000 (Six Crore Fifty Lakhs) equity shares of ^10/- (Rupees Ten) each as on 30^th July, 2025.

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

The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 44,26,80,850 divided into 4,42,68,085 equity shares of Rs. 10/- each.

During the year the Company has increased the paid-up capital as follows:

Allotment of 3,54,14,468 (Three Crore Fifty-Four Lakh Fourteen Thousand Four Hundred-Sixty Eight) equity shares of Rs. 10/- each as fully paid-up bonus shares to the Eligible shareholders of the Company as on 22nd December, 2025.

B. Buy back of securities

The Company has not bought back any of its securities during the year under review.

C. Bonus Shares

During the year under review, the Company issued 3,54,14,468 (Three Crore Fifty Four Lakh Fourteen Thousand Four Hundred Sixty Eight) bonus equity shares of Rs. 10/- each in the proportion of 4 (Four) equity share of Rs. 10/-(Rupees Ten Only) each for every 1 (One) existing equity shares of Rs. 10/- (Rupees Ten Only) held by the shareholders of the Company as on 22^nd December, 2025.

D. Issue of Equity Shares under ESOP

Your Company has approved the Unifinz Capital India Limited Employee Stock Option Plan 2025 (“UCIL ESOP 2025"). During the year under review the company has granted 40,50,000 employee stock options.

MATERIAL CHANGES AND COMMITMENTS

There are no significant material changes and commitments affecting the financial position of the company that occurred between the end of financial year and the date of this Report.

SUBSIDIARY. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture, or Associate Company.

Hence, the prescribed Form AOC-1 containing the salient features of the financial statements of subsidiaries, associate companies, and joint ventures is not included in this report.

LISTING WITH STOCK EXCHANGES

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

BSE Limited (BSE): 541358

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai - 400 001,

Maharashtra, India

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

International Securities Identification Number (ISIN) of the Company’s Debentures, having face value of ^ 10,000 each, is INE926R07019.

Listing fees for the Financial Year 2026-27 have been paid to the Stock Exchanges.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the financial year ended 31^st March, 2026, are prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

FINANCE

During FY 2025-26, the Company met its funding requirements through an Inter-Corporate Deposits (“ICDs”), borrowing from Non- Banking Finance Company and issuance of listed , rated, senior, secured, redeemable Non-convertible Debentures

DIVIDEND

Your company has paid an interim dividend of Rs. 0.50 per Equity Share of Rs.10 each for the Financial Year ended March 31, 2026.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has raised Rs. 105 Crore (one Hundred and Five Crores) through issuance of privately placed Listed, rated, senior, Secured, Redeemable, Non-Convertible Debentures.

TRANSFER TO RESERVE

Under section 45-IC of Reserve Bank of India ('RBI') Act, 1934, non-banking financial companies ('NBFCs') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend.

The Company has transferred an amount of Rs. 1742.85 Lacs Under section 45-IC of reserve Bank of India (RBI) Act, 1934.

DEPOSITS

During the financial year 2025-26, the Company has not accepted or held any public deposits as defined under the Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025, as amended from time to time. Requirement of Disclosures as per NBFC regulations have been made in this Annual Report. The Board of Directors, at its meeting held on 29^th April,2025, passed a resolution confirming that the Company has neither accepted nor held any public deposits during the year under review and shall not accept or hold any public deposits during FY 2025-26.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. DIRECTORS

The composition of the Board of Directors of the Company is in compliance with the provisions of the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

As on the date of this Report, the Board comprises 6 Directors, including 4 Independent Directors. The Board functions with a clear focus on safeguarding and enhancing the long-term value for all stakeholders. Its decisions and actions are strategically aligned with the Company’s vision and objectives.

The Board plays a pivotal role in guiding the Company’s overall direction by critically evaluating its strategic plans, governance policies, and operational performance, thereby reinforcing its commitment to effective oversight and sustainable value creation.

i. COMPOSITION OF BOARD AS ON 31^st MARCH, 2026 AS FOLLOWS:

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act, 2013 Mr. Manish Aggarwal (DIN: 09197754) retires by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

The brief profile of Mr. Manish Aggarwal, director who is to be re-appointed form part of the notes and explanatory statement to the notice of the ensuing Annual General Meeting.

iii. APPOINTMENT AND CESSATION:

During the financial year 2025-26, there were changes in the composition of the Board of Directors.

> Mrs. Kiran Mittal resigned from the position of Non-Executive Directors with effect from 1 May, 2025.

> Mr. Pawan Kumar Mittal resigned from the position of Non-Executive Directors with effect from 31^st October, 2025.

> Ms. Bhawna Saunkhiya was appointed as a Non-Executive Independent Director with effect from 12 August 2025 and subsequently resigned from the position with effect from 6^th October, 2025.

> Mr. Manish Aggarwal and Ms. Ritu Sharma were appointed as Non-Executive Directors, and Mr. Shubh Charn Bansal was appointed as a Non-Executive Independent Director with effect from 14^th October, 2025.

> Mr. Manish Aggarwal, Non-executive Director, Ms. Ritu Sharma, Non-Executive Director and Mr. Shubh Charn Bansal as a Non-Executive Independent Director regularised in the Extraordinary general meeting held on 10^th December, 2025.

iv. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the Management.

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the Independent Directors held their separate meeting on 28^th March,2026 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i. review the performance of non-independent directors and the Board as a whole;

ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

v. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out explained hereunder:

The evaluations are based on questionnaire prepared which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

vi. Remuneration Policy

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

The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the long-term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on professional competence and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the Company required running the Company successfully.

vii. NUMBER OF BOARD MEETINGS

During the year under review, twelve (12) Board Meeting(s) were duly convened and held, are as follows:

1. 24^th April, 2025;

2. 30th May, 2025;

3. 28^th June, 2025;

4. 12^th August, 2025;

5. 14^th October, 2025

6. 14^th November, 2025;

7. 22^nd December, 2025;

8. 12^th January, 2026;

9. 5^th February, 2026;

10. 6^th February, 2026;

11. 7^th March, 2026;

12. 28^th March, 2026

B. KEY MANAGERIAL PERSONNELThe Details of Key Managerial Personnel of the Company are mentioned below:

APPOINTMENT AND CESSATION OF KMP

During the year 2025-2026, Ms. Ritu Sharma resigned from the position of Chief Financial Officer of the w.e.f. 13^th October,2025.

Ms. Ritu Tomar, company secretary & compliance officer of the company has been appointed as an interim chief financial officer of the company as on 12^th January,2026 and subsequently resigned from the position w.e.f. 06^th March,2026.

Mr. Vijay Kumar Singh has been appointed as the Chief Financial officer of the Company w.e.f. 07^th March, 2026.

COMMITTEES OF BOARD OF DIRECTORS

As at March 31, 2026, the Company had 5 (five) committees of Board of Directors of the Company viz. Audit Committee, Nomination & Remuneration Committee, Stakeholder’s Relationship Committee, Risk Management Committee and Finance Committee, which have been established as a part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

A detailed note on Board and Committees composition, its terms of references and the meetings held during FY 2026 has been provided in the Corporate Governance Report which forms part of this Annual Report

COMPANY’S POLICIES:

Pursuant to the provisions of the Companies Act, 2013 and other corporate laws, the Board of Directors are required to frame different Policies/ maintain systems/ plans and devise Codes. All the applicable policies will be available on the website of the Company at https://www.unifinz.in/investor.php. Hereunder, details of Company’s policies are detailed below:

1. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy which lays down a framework for selection and appointment of Directors, Key Managerial Personnel, Senior Management and for determining qualifications, positive attributes and independence of directors, fixation of their remuneration as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. VIGIL MECHANISM (WHISTLE BLOWER)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Company’s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company’s Code of Conduct.

3. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has in place a Policy for Prevention and Redressal of Sexual Harassment, designed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. We are also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity.

4. POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OF INFORMATION

The Company has adopted a comprehensive Policy for Determination of Materiality of Events and Information, in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, to identify and disclose material events and information to the Stock Exchanges in a timely and transparent manner.

In addition, the Company has diligently complied with the directions, guidelines, and regulatory requirements prescribed by the Reserve Bank of India (RBI). We remain committed to upholding the highest standards of corporate governance, regulatory compliance, and transparency, and continue to ensure adherence to all applicable policies, codes, and statutory obligations.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to creating sustainable social impact through its Corporate Social Responsibility (CSR) initiatives, focusing on healthcare, education, skill development, livelihood enhancement, and environmental sustainability. The CSR activities are undertaken in accordance with Section 135 read with Schedule VII of the Companies Act, 2013 and the applicable CSR Rules.

The brief outline of the CSR Policy, composition of the CSR Committee, prescribed CSR expenditure and details of CSR activities undertaken during the financial year are provided in Annexure-I to this Report.

The CSR Policy of the Company is available on the Company's website at https://www.unifinz.in/investor.php

DISCLOSURE UNDER SECRETARIAL STANDARDS

The Directors state that the Company is complying with the applicable Secretarial Standard issued by Institute of Company Secretaries of India on meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

However, the details of loans, guarantees, and investments made as required under the provisions of Section 186 of the Act and the rules made thereunder are set out in the Note 5 to the Financial Statements of the Company.

INTERNAL CONTROL SYSTEM

The internal control systems commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation, and ensuring compliance with corporate policies.

The Audit Committee of the Board of Directors quarterly reviews the effectiveness of the internal control system across the Company.

RISK MANAGEMENT

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee subject to Board of Directors also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report(“MDAR”) for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report as Annexure-II.

HUMAN RESOURCES

The Company recognizes that Human Resources are pivotal to its success. A well-crafted Human Resource policy and leave policy, coupled with its effective implementation and employees' satisfaction, nurtures the Company's long-term growth story. The Company fosters a fair and inclusive environment that encourages the emergence of fresh ideas, upholds respect for individuals, and ensures equal opportunities for success.

As a growing organization, our Company has expanded its assets in the Organizational Chart. The number of employees has increased from 356 to 517 as of March 31, 2026. We continue to maintain a happy and satisfactory environment within our office.

We are pleased to report that Corporate Relations were maintained satisfactorily throughout the year. The Company extends its sincere appreciation to all employees for their cooperation and dedicated efforts, which have played a pivotal role in our collective achievements.

As part of our continued commitment to prioritizing employee well-being and addressing their concerns, the Company will organize training programs and interactive sessions aimed at empowering and motivating our workforce.

We actively recognize and reward experience, merit, performance, leadership, strategic thinking, collaboration, and a results-driven approach through a transparent and objective appraisal process. Our dedication to fostering a supportive and engaging work environment is further reinforced through the institution of awards and recognitions—heartfelt tokens of appreciation for the unwavering commitment and excellence demonstrated by our team.

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

Your company has always believed in providing a safe and harassment free work place for every individual working in the company’s premises through various interventions and practices. The company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The company have a formal Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of Workmen at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal complaints committee has been set up to redress complaints contractual, temporary and trainees are covered under the policy.

The following is the summary of sexual harassment complaints received and disposed of during the 2025-2026: -

No. of complaints received: 1 No. of complaints disposed off: 1

MATERNITY BENEFIT

Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

RBI COMPLIANCES

Pursuant to the RBI master direction on Reserve Bank of India (Non-Banking Financial Companies -Financial Statements: Presentation and Disclosures) Directions, 2025, dated 28^th November,2025, the Company falls under the NBFC - Base Layer category. The Company continues to comply with all applicable regulations, directions, and guidelines issued by the Reserve Bank of India (RBI) from time to time as applicable.

The disclosures as prescribed under Reserve Bank of India (Non-Banking Financial Companies -Financial Statements: Presentation and Disclosures) Directions, 2025 has been duly disclosed in the financial statements of the Company under Notes to Accounts section.

FAIR PRACTICE CODE

The Company has in place a Fair Practices Code (“FPC”) as approved by the Board, in compliance with the guidelines issued by RBI, to ensure better service and provide necessary information to

customers enabling them to take informed decisions. The FPC is available on the website of the Company.

CUSTOMER GRIEVANCE REDRESSAL

The Company has a proper Customer Grievance redressal mechanism for receiving and handling customer complaints/grievances and to ensure that the customers are always treated in a fair and unbiased way. All grievances raised by the customers are dealt with courtesy and redressed expeditiously.

EMPLOYEES STOCK OPTION PLAN(ESOP)

Your Company had adopted an employee stock option plan viz. Unifinz Capital India Limited Employee Stock Option Plan 2025 (“UCIL ESOP 2025") with the approval of the Board of Directors in its meeting held on November 14, 2025 and the Shareholders of the Company through Special Resolution in the Extra Ordinary General Meeting held on December 10, 2025. The ESOP Plan provides for grant of stock options aggregating not more than 5% of equity share capital of the Company to eligible employees and Directors of the Company and its subsidiaries. Further, the ESOP Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (as amended from time to time). The ESOP Plan is administered by the Compensation Committee constituted by the Board of Directors ofthe Company.

During FY 2026, your Company has granted 40,50,000 stock options to the eligible employees of the Company. A statement setting out the details of options granted upto March 31, 2026 and other disclosures as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of Companies (Share Capital & Debentures) Rules, 2014 for FY 2026, is enclosed as 'Annexure - III' to this report.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information required as per Section 197(12) of the Companies Act, 2013 (“Act”) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-IV to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Corporate Office of the Company on all working days during the business hours till the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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

During the year, the Company neither incurred any expenditure on conservation of energy, technology absorption nor have any foreign exchange earnings, outgo.

STATUTORY AUDITORS AND THEIR REPORT Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at the 42^nd Annual General Meeting held on 30^th July, 2025, approved the appointment of M/s. R Gopal & Associates, Chartered Accountants (Firm Registration No. 000846C), as the Statutory Auditors of the Company to hold office for a term of five consecutive years commencing from the conclusion of the 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting of the Company to be held in the year 2030.

The appointment was made based on the recommendation of the Audit Committee and the Board of Directors after considering the experience, expertise and credentials of the audit firm.

Auditors' Report:

Your Company's Directors have examined the Statutory Auditors' Report issued by M/s. R Gopal & Associates on the Annual Accounts of the Company for the financial year ended 31^st March, 2026. There is no reservation, qualification or adverse remark made by the Statutory Auditors in their Report and their clarifications, wherever necessary, have been included in the Notes to the Accounts section as mentioned elsewhere in this Annual Report.

b) SECRETARIAL AUDITOR

Pursuant to the Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013, if any (“the Act”), the Audit Committee and the Board of Directors at their respective meetings held on 30^th May, 2025 have approved subject to approval of Members, appointment of M/s. Singh US & Associates, (Peer Reviewed Firm: 6039/2024 ) of Company Secretaries in Practice as Secretarial Auditors for a term of 5(Five) consecutive years from April 1, 2025 till March 31, 2030. However, Mr. Uttsav Singh has resigned as Secretarial Auditor of the Company on Preoccupation grounds w.e.f. 10th November, 2025.

Pursuant to Section 204 of the Companies Act, 2013 (the Act) and the Rules framed thereunder, the Company has received written consent and a certificate from Mr. Akash Goel, Practicing Company Secretary, confirming that he satisfies the criteria provided under Regulation 24A & other applicable provisions of the Listing Regulations and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Akash Goel, Practicing Company Secretary, has confirmed that he holds a valid peer review certificate issued by the Peer Review Board of ICSI.

Accordingly, the Board of Directors at its meeting held on 14^th November, 2025, after considering the expertise and experience of Mr. Akash Goel, Practicing Company Secretary, (FCS No. 13219/ Cop 22165, Peer Review No. 3283/2023), has proposed appointment as Secretarial Auditor of the

Company. The proposed appointment is for a term of five consecutive years from FY 2025-26 till 2029-30. The said proposal forms a part of the notice of the AGM.

The Secretarial Audit Report issued by Akash & Co., Secretarial Auditor of the company for the financial year 2025-26 is attached as Annexure-V part of this Report.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report, which forms part of this Integrated Annual Report.

c) COST AUDITOR

The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the Financial Year 2025-26, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s website and can be accessed at https://www.unifinz.in/investor.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered into by the Company with related parties were in ordinary course of business and on an arm's length basis. There were no material related party transactions entered by the Company during the year under review.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transaction with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis. None of the transactions required members’ prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY 2025-2026 are provided in the Note No. 39 of notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable and declaration regarding nonapplicability is annexed as Annexure-VI. The Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at https://www.unifinz.in/investor.php.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Section 134(3)(c) of the Companies Act, 2013 (“Act”), state that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^stMarch 2026 and of the profit of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a 'going concern’ basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a) Issue of equity shares with differential right as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Issue of Employees Stock Option to employees of the Company under any scheme.

d) No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Company’s operation in future.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation for the continued support, cooperation, and assistance extended by the Company’s Bankers, Regulatory Authorities, Financial Institutions, Stakeholders, Suppliers, Customers, and other valued Business Associates during the

year under review. Their sustained encouragement has been instrumental in the Company's performance and growth.

The Board also takes this opportunity to express its deep appreciation for the commitment, dedication, and hard work demonstrated by the Company’s executives, officers, and staff at all levels. Their contributions have been pivotal to the Company’s continued progress.

The Company is engaged in a single line of business; hence, separate segment reporting under applicable accounting standards is not required.