To

The Members of

U. Y. Fincorp Limited

(Formerly known as Golden Goenka Fincorp Limited)

Your Directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts for the year ended

31st March, 2023.

1. FINANCIAL RESULTS (` in lakh)

2. OPERATIONS & BUSINESS ACTIVITIES

The key highlights of your Company's performance during the year under review are: i. Revenue from operation is ` 5,557.17 Lakhs as against ` 8,366.58 Lakhs in the last year. ii. Profit before taxation is ` 1,110.86 Lakhs as against ` 425.28 Lakhs in the last year. iii. Net profit after taxation is ` 774.54 Lakhs as against ` 321.32 Lakhs in the last year. iv. The total assets is ` 29,468.78 Lakhs as against ` 30,360.17 Lakhs in the last year.

During the year under review, your Company discloses Standalone Financial Results on a quarterly and yearly basis. Your Company discloses the Consolidated Unaudited Financial Results on quarterly/half year basis for the quarter/ half yearly ended 30.06.2022 & 30.09.2022. The Financial Statements of your Company have been prepared in accordance with the applicable Accounting Standards notified under the relevant provisions of the Companies Act, 2013, as applicable.

The key driver to growth in today's scenario requires higher operating efficiency, sustainability, customer satisfaction, improving capabilities and exploring new market. For the purpose of diversification your Company is engaged in the expansion of its business of consumer loan.

The Board of Directors of the Company at their meeting held on 18th July, 2022 had approved expansion of business operations into newer loan segments under the New Brand name "Grow U". Since GrowU has received positive response under its pilot project in the areas of lucknow and Kanpur, it is now inter alia expanding further into central and eastern Uttar Pradesh covering Prayagraj, Varanasi, Sonbhadra, Ayodhya, Deoria and Gorakhpur regions. The Company had also entered into various Business Correspondent Agreements for expansion of its business with Virat India MFI, Shatakshi MFI and Rahi MFI etc. The Company has also digitalized the onboarding disbusremnt process of small ticket sized Loan with the monthly run rate of approx Rs. 100 Lakhs with an interest rate ranging between 24-30% p.a.

Under the guidance of Mr. Udai Kothari, being the Managing Director of the Company, we are planning for an Automate tech platform for Mobile based loan for instant credit and entered into the new segments of financing like equipment financing,

corporate tie-up and Instant Credit.

Over the past few years, the Reserve Bank of India (the RBI) has been steadily implementing technology to deepen and broaden financial services in India. Considering the same, your Company intends to expand into financial market segment and capitalize the set up for the same along with increasing capacity as required by the business. The outlook of the business is very exciting and we take it as an opportunity to do something unique and exceptional.

A detailed review on the operation and performance of the Company and its business is given in the Management Discussion

and Analysis Report. The same is enclosed as Annexure - 1 to this Report.

3. DIVIDEND

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2023 in order to

plough back the resources for future growth.

4. DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company and therefore is not accepting any public deposits

during the year.

5. LISTING OF SHARES

The equity share of the Company continues to be listed on The BSE Limited and The Calcutta Stock Exchange Limited. The

Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2023-24

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') as amended from time to time, the Equity Shares in respect of which dividend w.r.t. the financial year 2012-2013 remains unclaimed / unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. The company is in process of transferred underlying Equity Shares on which dividends remained unpaid or unclaimed for a period of seven consecutive years or more, to the Demat Account of IEPF Authority.

7. RESERVE BANK OF INDIA (RBI) GUIDELINES

Your Company continues to carry on its business of Non-Banking Financial Institution without accepting deposits. The Company has not accepted public deposits during the year under review. Further the Company has complied with and continues to comply with all the prudent financial management norms and directions issued by Reserve Bank of India as applicable to it including Fair Practices, Anti Money Laundering and Know Your Customer (KYC) Guidelines. Disclosures as prescribed by Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 and other applicable NBFC Regulations have been made in this Annual Report.

8. SHARE CAPITAL

The paid up equity share capital as on 31st March 2023 was ` 9,511.92 Lakhs. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has neither issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

9. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirement of Section 134 (3) (c) of the Companies Act, 2013 your Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) they have 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 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 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) 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 that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. CORPORATE GOVERNANCE

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance along with certificate of compliance from M/s Prateek Kohli & Associates, Company Secretaries confirming compliances to the conditions of the Corporate Governance is enclosed as Annexure - 2 to this Report.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2022-23. A declaration to this effect signed by the Managing Director/CEO of the Company is contained in the Corporate Governance Section forming part of this Report.

The Managing Director/CEO and CFO have certified to the Board with regard to the financial statements and other matters as

required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The Company is a Non-Banking Financial Company and therefore information relating to Conservation of Energy and

Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

12. KEY MANAGERIAL PERSONNEL

During the year, the shareholders of the Company at the 29th Annual General Meeting of the Company held on 30th September, 2022 consider and approved the Change in designation of Mr. Udai Kothari (DIN:- 00284256), an existing Non-Executive Non Independent Director on the Board of the Company as Executive Chairman and Managing Director of the Company, for a period of 3 (three) years w.e.f. 2nd May, 2022.

Further on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company (the 'Board'), at their meeting held on 30th April, 2022 considered and approved the Change in designation of Mr. Deepak Kothari (DIN:- 00280323) from Executive Chairman and Managing Director to Non-Executive Non Independent Director of the Company w.e.f. 2nd May, 2022.

On the recommendation of Nomination and Remuneration Committee and subjected to approval of the members, the Board of Directors of the Company (the 'Board'), in their meeting held on 4th September, 2023, considered and approved the reappointed of Mr. Dinesh Burman as Whole-time Director of the Company for a period of 3 (three) years commencing from 30th May, 2024 to 29th May, 2027 at the remuneration and terms and conditions recommended by the Nomination and Remuneration Committee at its meeting held on 4th September, 2023.

Except above, there was no change in the Key Managerial Personnel.

13. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the Financial Year ended March 31, 2023 is available on the website of the Company at:

https://www.uyfincorp.com/storage/files/2/miscellaneous/Website%20MGT-7.pdf

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (“the Act”) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is RBI registered Non-Banking Financial Company whose principal business inter-alia includes financing of companies.

Details of Loans, Investments, Guarantees or security in connection with loans to other body corporates or persons, as at the

end of the year are given in notes to the Financial Statements.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There is no such material change and commitment affecting the financial position of your Company which have occurred

between the end of the financial year of your Company to which the financial statements relate and the date of the Report.

16. MEETING OF THE BOARD AND AUDIT COMMITTEE

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other Board business. During the year, nine Board Meetings and five Audit Committee Meetings were convended and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details regarding Board and Audit Committee Meetings are given in the Corporate Governance Section forming part of this Report.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section

143(12) of the Companies Act, 2013.

18. SECRETARIAL STANDARDS OF ICSI

During the Financial Year 2022-23, the Company has complied with all the relevant provisions of the applicable Secretarial

Standards issued by the Institute of Company Secretaries of India.

19. SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

The Company had entered into Share Purchase Agreement on 4th November, 2022 with M/s Topdeal Agencies Private Limited (TAPL) for transferring its entire equity stake in Aristro Capital Markets Limited (ACML), being the wholly owned subsidiary of the Company to TAPL. On the basis of the said agreement, the Company had disposed its equity stake held in the ACML and consequently to the said disposal, the ACML ceases to be the wholly owned subsidiary of U. Y. Fincorp Limited w.e.f. 16.11.2022.

Further the Company is having one associate namely M/s Purple Advertising Services Private Limited (Purple) with 33.33% shareholding, financial of which is not available and hence the same has not been considered for the consolidation purpose. The Associate company is under the process of liquidation w.e.f. 18th May, 2022. After our continues telecommunication and emails, we received a letter dated 1st August, 2023 and as per the letter received from Liquidator of Purple, during the period of liquidation process no quarterly/annually financial are required to be filed. Till the time we did not get the financial of the associates Company, we will not be able to consolidate its results with our financial results.

As per the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014 as amended by the Companies (Accounts) Amendment Rules, 2016, a separate statement containing the salient features of the financial statements of the Subsidiary Companies/ Associate Companies/ Joint Ventures is prepared in Form AOC-1 and the same is enclosed as Annexure 3 to this Report.

20. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company discloses the Consolidated Unaudited Financial Results on quarterly/half year basis for the quarter/ half yearly ended 30.06.2022 & 30.09.2022.

Further the Company is having one associate namely M/s Purple Advertising Services Private Limited (Purple) with 33.33% shareholding, financial of which is not available and hence the same has not been considered for the consolidation purpose. The Associate company is under the process of liquidation w.e.f. 18th May, 2022. After our continues telecommunication and emails, we received a letter dated 1st August, 2023 and as per the letter received from Liquidator of Purple, during the period of liquidation process no quarterly/annually financial are required to be filed. Till the time we did not get the financial of the associates Company, we will not be able to consolidate its results with our financial results, hence same has not been considered for consolidation purpose.

21. AUDITORS AND AUDITOR'S REPORT

A. Statutory Auditors

M/s Das & Prasad, Chartered Accountants (ICAI Firm Registration Number: 303054E) were appointed as Statutory Auditors of the Company at the 25th Annual General Meeting (AGM) held on 26th September, 2018 for a term of five consecutive years from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting, at a remuneration to be determined by the Board of Directors (including any Committee thereof) of the Company and reimbursement of out of pocket expenses as may be incurred by them during the course of the Audit.

Since the term of their appointment is going to expire in the forthcoming 30th AGM of the Company, therefore, your Directors requested to appoint of M/s B Nath & Company, Chartered Accountants (Firm Registration Number 307057E) as the Statutory Auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of forthcoming 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company, at a remuneration to be determined by the Board of Directors of the Company and reimbursement of out of pocket expenses as may be incurred by them during the course of the Audit.

As per the requirements laid down under Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has received consent from M/s B Nath & Company, Chartered Accountants, Statutory Auditors of the Company and confirmation regarding their eligibility to appoint as the Statutory Auditors of the Company.

The observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self-

explanatory.

B. Secretarial Auditor

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s Prateek Kohli & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year ended on March 31, 2023.

Secretarial Audit Report issued by M/s Prateek Kohli & Associates, Company Secretaries in Form MR-3 is enclosed as

Annexure - 4 to this Report.

There is no reservation, qualification or adverse remark contained in the Secretarial Audit Report. Information referred in

Secretarial Audit Report are self-explanatory and don't call for any further comments.

22. RISK MANAGEMENT

The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed through appropriate structures that are in place at U. Y. Fincorp Limited, including suitable reporting mechanisms.

Further kindly refer to the write-up in the Section Management Discussion and Analysis Report.

23. PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

The prescribed particulars of remuneration of employees pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are set out as Annexure - 5 to this Report.

24. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR UNDER SUB SECTION (6) OF

SECTION 149 OF COMPANIES ACT, 2013

All the Independent Directors of your Company have submitted a declaration at the time of their appointment and also annually that they meet the criteria of independence as laid down under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All requisite declarations were placed before the Board.

25. DIRECTORS

During the year, the shareholders of the Company at the 29th Annual General Meeting of the Company held on 30th September, 2022 considered and approved the Change in designation of Mr. Udai Kothari (DIN:- 00284256), an existing Non-Executive Non Independent Director on the Board of the Company as Executive Chairman and Managing Director of the Company, for a period of 3 (three) years w.e.f. 2nd May, 2022.

Further on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company (the 'Board'), at their meeting held on 30th April, 2022 consider and approved the Change in designation of Mr. Deepak Kothari (DIN:- 00280323) from Executive Chairman and Managing Director to Non-Executive Non Independent Director of the Company w.e.f. 2nd May, 2022.

Further on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company (the 'Board'), at their meeting held on 30th April, 2022 consider and approved the Change in designation of Mr. Deepak Kothari (DIN:- 00280323) from Executive Chairman and Managing Director to Non-Executive Non Independent Director of the Company w.e.f. 2nd May, 2022.

During the year under review, the shareholders of the Company at the 29th Annual General Meeting of the Company held on 30th September, 2022 considered and approved the re-appointment Mr. Jignesh Dalal (DIN: 08065507) as a Non-Executive, Independent Director of the Company, not liable to retire by rotation, for the second term of five years commencing from 15th February, 2023 up to 14th February, 2028.

Further on the recommendation of Nomination and Remuneration Committee and subjected to approval of the members, the Board of Directors of the Company (the 'Board'), in their meeting held on 9th August, 2023, considered and approved the reappointment of Mr. Nishant Sharadrao Nanda (DIN: 08196581) as a Non-Executive, Independent Director of the Company, not liable to retire by rotation, for the second term of five years commencing from 10th August, 2023 up to 9th August, 2028. On the recommendation of Nomination and Remuneration Committee and subjected to approval of the members, the Board of Directors of the Company (the 'Board'), in their meeting held on 4th September, 2023, considered and approved the reappointed of Mr. Dinesh Burman as Whole-time Director of the Company for a period of 3 (three) years commencing from 30th May, 2024 to 29th May, 2027 at the remuneration and terms and conditions recommended by the Nomination and

Remuneration Committee at its meeting held on 4th September, 2023.

The information as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in case of re-appointment/appointment/change in designation of the director is provided in the Corporate Governance Section forming part of this Report.

26. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the year under review, there is no change in the nature of the business.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND YOUR COMPANY'S OPERATIONS IN FUTURE

During the year under review, there were no such orders passed by the regulators / courts / tribunals impacting the going

concern status and your Company's operations in future.

28. BOARD EVALUATION

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013 read with Rules framed thereunder and provisions of Schedule IV to the Act as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has carried out performance evaluation for the Board of Directors, Committees of the Board and Individual Directors on the basis of participation of directors, quality of information available, quality of discussions, contributions and decision making etc. The overall performance of the members of the Board was found satisfactory. The manner in which the evaluation is carried out has been explained in the Corporate Governance Section forming part of this Report.

29. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year were in the ordinary course of business and on an arms' length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Approval of the shareholders was already obtained for the related party transactions vide ordinary resolution dated 30th September, 2022. However, pursuant to the provisions of Regulation 23 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee was sought for entering into the Related Party Transactions. Further, the Audit Committee granted omnibus approval for repetitive transactions to be entered into with the related parties, during the year. The Audit Committee reviews all related party transactions on a quarterly basis. In terms of Regulation 34(3) read with Part A of Schedule V to the Listing Regulations, the details of the transactions entered into by the Company with promoter/ promoter group, which hold(s) 10% or more shareholding in the Company are given in the Notes to the Financial Statements.

A Policy on the Related Party Transactions has been devised by your Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on your Company's website www.uyfincorp.com and a web link to the said Policy has been provided in the Corporate Governance Section forming part of this Report.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Kindly refer to the write-up in the Section Management Discussion and Analysis Report.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy, if any.

The Policy is also available on the Company's website and the web link of the same is:

https://www.uyfincorp.com/_Frontend_Assets/images/pdf_docs/UYFL-WB-Policy.pdf

32. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place the Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2023, the Company has not received any Complaints pertaining to Sexual

Harassment.

33. NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2022-23, two Nomination and Remuneration Committee Meeting was held on 30.04.2022 &

01.09.2022.

The Composition of the Committee has been provided in the Corporate Governance Section forming part of this Report. The terms of reference of the Committee are wide enough to cover matters specified for the Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.

The Company's Remuneration Policy has been provided in the Corporate Governance Section forming part of this Report.

34. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and on the recommendation of the said committee, the Board has approved a Corporate Social Responsibility ('CSR') policy and the same has been uploaded in the website of the Company www.uyfincorp.com which contains the CSR activities being carried out by the Company, governance structure, implementation process, etc.

The Financial Year 2022-23, was a grim year; a year of unprecedented challenges for individuals and institutions globally, including India. Despite the turbulent business environment caused by the pandemic, your Company continued to illustrate its commitment towards social and environmental priorities. The Company believes that CSR is a way of creating shared value and contributing to social and environmental good. Company's strategy is to integrate its activities in community development, social responsibility and environmental responsibility and encourage each business unit or function to include these considerations into its operations.

Your Directors are pleased to inform that the Company has fulfilled its CSR obligations pursuant to Section 135(5) of the Companies Act, 2013, for the year 2022-23 inter-alia on CSR projects in the areas of eradicating hunger and poverty. The details on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided as Annexure - 6 and forms part of this Report.

The Policy is also available on the Company's website and the web link of the same is:

https://www.uyfincorp.com/_Frontend_Assets/images/pdf_docs/UYFL_CSR-Policy.pdf

35. GENERAL DISCLOSURES

Your Directors state that: i) No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016. ii) The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers. iii) The Company does not have any Employee Stock Option Plan.

36. ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the excellent support and co-operation received from the Banks, RBI, SEBI, MCA, Registrar and Share Transfer Agents, Registrar of Companies, Stock Exchanges, Depositories, Customers, Business Associates, Members and other Stakeholders during the year under review. Your Directors also place on record their deep appreciation for the valuable contribution of the employees at all levels for the progress of your Company during the year and look forward to their continued co-operation in realisation of the corporate goals in the years ahead.