Your Board of Directors ("Board") is pleased to present the 32nd Annual Report of the Company, along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2026 ("FY 2025-26" or "period under review").

This report provides an overview of the Company's operational and financial performance during the year, including key developments, and governance practices.

The Company is registered with the Reserve Bank of India ("RBI") as a Non-Banking Financial Company ("NBFC") not accepting public deposits. It holds a Certificate of Registration dated March 24,1998, issued by the RBI under Section 45-IA of the Reserve Bank of India Act, 1934 ("RBI Act"). The Company is primarily engaged in providing financial services to the Retail and Small and Medium Enterprises (SME) sectors.

The Company is also registered with the RBI as an Authorised Dealer and holds an Authorised Dealer Category-ll License, permitting it to undertake specified foreign exchange services.

In addition, the Company has initiated the process of obtaining a Corporate Agency Licence from the Insurance Regulatory and Development Authority of India (IRDAI), which will enable it to undertake the distribution of insurance products as a corporate agent. The application has been made pursuant to the approval of the Board of Directors at its meeting held on August 13, 2025, and subsequent approval of the shareholders on September 25,2025.

This initiative is aimed at further strengthening the Company's position in the financial services sector by enabling it to directly distribute insurance products to its customers. Upon receipt of the requisite licence, the Company intends to broaden its service offerings, enhance customer engagement, and create additional revenue streams through commission-based income. It is also expected to facilitate cross-selling opportunities and provide greater flexibility in catering to diverse customer needs.

During the period under review, on standalone basis, the Company's total income was INR 22,966.81 Lakhs as compared to INR 20,614.04 Lakhs during the previous financial year and the Company has earned a Profit before tax of INR 4,540.67 Lakhs as compared to the Profit before tax of INR 1,288.30 Lakhs during the previous financial year.

On consolidated basis, the Company's total income was INR 53,284.24 Lakhs as compared to INR 55,022.44 Lakhs during the previous financial year and the Company has incurred a Profit before Tax from Continued Operations of INR 3700.99 Lakhs as compared to the Loss before Tax from Continued Operations of INR (1190.51) Lakhs incurred during the previous financial year.

The Financial Statements, both on Standalone and Consolidated basis forms part of this Annual Report.

Under Section 45-IC (1) 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. Accordingly, your Company has transferred a sum of INR 807.17 Lakhs to Special Reserve Account for the financial year ended on March 31,2026

The amounts proposed to be transferred to the other reserves, viz. general reserve, statutory reserve, ESOP reserve are mentioned in financial statements.

As on March 31, 2026, the Capital to Risk Assets Ratio ("CRAR") of your Company was 40.99% (Tier-1:40.76%, Tier- 11: 0.23%) of the aggregate risk weighted assets on balance sheet which is well above the minimum requirement of 15% as prescribed by RBI.

During the period under review, the Company allotted equity shares to eligible employees upon the exercise of vested stock options granted under the CIFL Employee Stock Option Plan, 2018.

These equity shares rank pari-passu with the existing equity shares of the Company in all respects.

During the year under review, your Company has not issued any equity shares with differential rights or Sweat equity shares.

These NCDs are listed on BSE Limited and remained outstanding as on March 31,2026.

During the period under review, the Equity Shares of the Company were listed on the National Stock Exchange of India Limited ("NSE"), with effect from April 17,2025.

As a result, the Company's Equity Shares are now listed and actively traded on both the BSE Limited ("BSE") and the NSE, enhancing market accessibility and shareholder participation.

The Annual Listing fees, as prescribed have been paid to both the Stock Exchanges up to March 31, 2027.

> Holding Company

Capital India Corp Private Limited, holding 72.59% of the paid-up share capital of the Company, continues to be the holding company and promoter entity of your Company.

During the year under review, the Company divested its entire equity stake in its material subsidiary, People Home Finance Limited (Formerly known as Capital India Home Loans Limited) for a consideration of INR 266.53 crore, resulting in a gain of INR 97.92 crore in its financial statements. Consequently, CIHL ceased to be a subsidiary of the Company with effect from August 11,2025.

This strategic divestment aligns with the Company's objective of strengthening its focus on retail lending, optimising capital allocation, and streamlining operations.

The proceeds will be reinvested into core business initiatives to drive growth, strengthen capital utilisation, and enhance overall financial performance.

The Board believes that this move will enable the Company to sharpen its strategic focus and create long-term value for its stakeholders.

> Joint Venture/Associate Company

The Company does not have any associate or joint venture during the period under review.

Notes:

• As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on Standalone Financial Statements basis. A report on the performance and financial position of each of the Company's Subsidiary as per Section 129(3) of the Companies Act, 2013 ("Act"), read with the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached as Annexure I to the Board's Report.

• As required under Regulation 16(1 )(c) and 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company's website at https://capitalindia.com. Also, details of the Material Subsidiary(ies) are given in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

• The standalone audited financial statements of each of the subsidiary of the Company are available on the Company's website at https://capitalindia. com under the "Investors" tab. Members interested in obtaining a copy of financial statements of the subsidiaries may write to the Company at secretarial@capitalindia.com.

• The Annual Report of the Company, containing Financial Statements, will be placed on the website of the Company at ittps://capitalindia.corr under the "Investors" tab.

Pursuant to the provisions of regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and in accordance with the Reserve Bank of India (Non-Banking Financial Companies - Prudential Norms on Declaration of Dividends) Directions, 2025, the Company has adopted a Dividend Distribution Policy, which outlines the key parameters and circumstances to be considered by the Board of Directors while determining the declaration of dividend and/orthe retention of profits. This Policy ensures a balanced approach to rewarding shareholders while supporting the Company's long-term growth objectives.

The Dividend Distribution Policy is available on the Company's website at https://capitalindia.com under the "Investors" tab.

In accordance with the aforesaid policy, the eligibility criteria prescribed under the aforesaid RBI Directions, the provisions of Section 123 of the Companies Act, 2013, the Companies (Declaration and Payment of Dividend) Rules, 2014 and Regulation 43 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and after considering the operational profitability and overall financial position of the Company during the financial year 2025-26, the Board has not recommended any dividend for the financial year 2025-26.

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements are adequate and operating effectively. The internal financial controls are commensurate with the size, scale, and complexity of operations.

Internal Control Systems and their adequacy are discussed in more detail in Management Discussion and Analysis.

The composition of the Board is governed by the relevant provisions of the Act and the rules made thereunder, the Listing Regulations, the Articles of Association of the Company, and all other applicable laws. It is structured to comply with, and reflect, the best practices of corporate governance prevailing from time to time.

i. Board of Directors

The Company aims for an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the effectiveness of the Board and separate its functions of governance and management. As on March 31,2026, the Board of the Company consists of the following 7 (Seven) Directors:

Based on the declarations received from the Directors of the Company as of March 31, 2026, and as recorded by the Board, none of the Directors were disqualified from holding office under Section 164(2) of the Act.

All Directors comply with the Fit and Proper Criteria prescribed under the Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025, as amended from time to time, and have submitted their respective declarations in this regard.

Further, none of the Directors are disqualified under any provisions of Section 164(2) of the Act. All Directors have made the necessary disclosures as required under Section 184 and other applicable provisions of the Act.

Details including the brief resumes and other relevant information of the Directors proposed to be appointed or re-appointed at the forthcoming AGM, as stipulated under the Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the Listing Regulations, are provided separately in the Notice convening the AGM.

iii. Changes in Directors

During the period under review, the following changes took place in the directorships of the Company:

a. Mr. Surender Rana (DIN: 10315624) was appointed as an Additional Director in the category of Wholetime Director and designated him as the Executive Vice Chairman of the Company with effect from November 18, 2025. Subsequently, the members of the Company, by way of postal ballot through remote e-voting on February 12,2026, approved his appointment as Whole-time Director, designated as the Executive Vice Chairman of the Company, for a term of 3 (three) consecutive years commencing from November 18,2025.

Except for the change mentioned above, there were no other changes in the composition of the Board of Directors of the Company during the period under review.

iv. Declaration of Independence

The Company has received necessary declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 16 of the SEBI Listing Regulations. Further, in compliance with Rule 6(1) & (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have submitted declarations regarding their online registration with the Indian Institute of Corporate Affairs (MCA) for inclusion or renewal of their names in the databank of Independent Directors.

The Board is of the opinion thatthe Independent Directors of the Company possess the requisite qualifications, experience, and expertise, uphold the highest standards of integrity, and maintain independence from the Management of the Company.

During the period under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, otherthan the sitting fees and reimbursement of expenses incurred for attending the meetings of Board and its Committees.

v. Statement regarding the opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year.

With respect to the integrity, expertise and experience (including proficiency) of the Independent Director(s) during the FY 2025-26, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director(s). The Board is of the opinion that all the Independent Directors are persons of integrity, possessing the relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

Your Company has an Insurance for its Directors/Officers for such quantum and risks as determined by the Board of the Company.

Pursuant to Section 152 of the Companies Act, 2013, unless the Articles of Association provide otherwise, not less than two-thirds of the total number of directors of a public company (excluding Independent Directors) shall be liable to retire by rotation, and out of such directors, one-third shall retire at every Annual General Meeting. In accordance with the aforesaid provisions of the Act and the Articles of Association of the Company, Mr. Keshav Porwal, Managing Director (DIN: 06706341), is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment.

As on the date of this Report, the Company has the following KMPs in accordance with the provisions of the Act read with the rules made thereunder:

During the period under review:

Mr. Surender Rana was appointed as Executive Vice Chairman, designated as Key Managerial Personnel of the Company with effect from November 18,2025.

ix. Board Meetings

During the period under review, Six (6) Board meetings were convened. Details regarding the composition of the Board, the meetings held during the year, and the attendance of each Directorare provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The intervals between consecutive meetings were within the limits prescribed under the Companies Act, 2013, and the applicable rules and Listing Regulations.

x. Committees of the Board

a. Statutory Committees

In accordance with the applicable provisions of the Act, the Listing Regulations, and the RBI master directions and guidelines, the Board has constituted the following Statutory Committees:

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Investment Committee

vii. Asset-Liability Committee

viii. IT Strategy Committee

ix. Write-off & Settlement Committee

x. Review Committee

xi. Identification Committee

b. Non-Statutory Committees

The Company has also constituted the following Non-Statutory Committees to oversee its day-to-day operations:

i. Credit Committee

ii. Credit Committee of Board

iii. Management Committee

iv. Securities Issuance Committee

c. Other Committees

The following other non-Board Committees have been constituted in accordance with applicable regulatory requirements:

i. IT Steering Committee

ii. Information Security Committee

iii. Product Evaluation Committee

iv. Special Committee of Executives

xi Separate Meeting of Independent Directors

In compliance with the provisions of Schedule IV to the Act read with Regulation 25 of the Listing Regulations, the Independent Directors convened a meeting on March 30, 2026, during FY 2025-26. This meeting was held without the presence of Non-Independent Directors or members of the management team and inter alia reviewed the following:

a) The performance of Non-Independent Directors and the Board as a whole;

b) The performance of the Chairman of the Board, taking into account the views of Executive and Non- Executive Directors; and

c) The quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Nomination & Remuneration Committee ("NRC") has been constituted to undertake the functions in accordance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations as amended from time to time.

Further as per the requirements of Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025, the Board has adopted a Policy on Diversity of the Board of Directors and a Policy on Compensation of Directors, Executives and other Employees.

The purpose of this Policy is to establish and govern the procedure as applicable inter-alia in respect to the following:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) remuneration to Directors, Key Management Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

NRC develops the competency requirements of the Board based on the industry and strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence, before recommending them to the Board. Besides the above, NRC ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.

During the year under review, the Policy on Compensation of Directors, Executives and Other Employees, have been revised in line with the updated Reserve Bank of India Master Directions notified on November 28, 2025 and extant laws framed by the Securities and Exchange Board of India.

The updated Policy on Compensation of Directors, Executives and other Employees is available on the website of the Company at URL https://capitalindia.com/ wp-content/uploads/2025/11/Policy-on-Compensation- of-Directors-Executives-and-Other-Employees.pdf.

The Company has also formulated a Fit and Proper Criteria Policy for inter-alia determining the qualification, technical expertise, positive attributes, integrity and independence of the Directors. The Company has received declarations from all the Directors of the Company that they meet the criteria laid down in the Fit and Proper Criteria Policy and the applicable provisions of the Master Directions issued by the RBI in this regard.

In addition, the Company has formulated policy on Succession Planning for Directors and Key Managerial Personnel to ensure continuity and smooth functioning of the Company.

The disclosure required pursuantto Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereto), forms partofthis report as Annexure II.

The disclosure required pursuant to Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. If any Member is interested in obtaining a copy thereof, the Member may write to the Company at its Registered Office in this regard or send an email to secretarial@capitalindia.com.

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"), the Company has a Policy on Prevention of sexual harassment of women at workplace and matters connected therewith and has also complied with the provisions relating to the constitution of Internal Committee ("1C"). It is our constant endeavor to ensure that we provide harassment free, safe and secure working environment to all employees especially women.

Status of Complaints under the POSH Act during the Financial Year 2025-26 is detailed below:

The Nomination & Remuneration Committee ("NRC") has devised a policy for the performance evaluation of the Independent Directors, Board, its Committees and the other Directors and has laid down the performance evaluation and assessment criteria/parameters. The Independent Directors in terms of Schedule IV to the Act and the provisions of the Listing Regulations, at its separate meeting, evaluated the performance of the Chairman, Non-Independent Directors, the Board as a whole and the flow of information between the management and the Board.

NRC has carried out the performance evaluation of each of the Directors, without the presence of the Director being evaluated and the Board carried out a formal evaluation of its own performance and the Board Committees. The Board of Directors has expressed their satisfaction with the evaluation process.

The criteria/parameters laid down for the evaluation of performance of the Independent Directors is provided in the Corporate Governance report, forming part of this Annual Report.

As required under Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is forming a partofthis Annual Report.

The Reserve Bank of India ("RBI"), vide the Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 dated November 28,2025, had introduced a comprehensive regulatory framework for Non-Banking Financial Companies ("NBFCs"), superseding the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.

The Company has complied with the requirements stipulated under these Directions and has taken proactive steps to align itself with the revised regulatory framework. It has ensured timely implementation of the prescribed policies, systems and processes, demonstrating its continued focus on strong governance standards, effective risk management and sustainable business growth.

Further, the Company remains complaint with all applicable RBI Directions,circulars, regulations, guidelines and other regulatory requirements as prescribed by RBI from time to time.

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of theActin preparation of the Financial Statements for the financial year ended on March 31,2026 and state that:

a. in the preparation of the Annual Financial Statements for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments 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 March 31,2026 and of the profit & loss of the company for the financial year ended on March 31,2026;

c. the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the Annual Financial Statements on a going concern basis;

e. the Directors 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. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the period under review.

The Company did not accept any public deposits during the period under review. Accordingly, the disclosures required under the Act, the rules framed thereunder, and the applicable provisions of the RBI's Master Directions on NBFC relating to public deposits are not applicable to the Company.

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made, guarantee given, or security provided.

During the year under review, details of the investments made by the Company are provided in Note no. 7 to the financial statements forming part of this Annual Report.

In compliance with the relevant provisions of the Act read with the rules made thereunder and the circular no. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 issued by the Reserve Bank of India and the related FAQs issued thereafter and based on the recommendation of the Board of Directors, the members in their 30th AGM appointed V. Sankar Aiyar&Co.,Chartered Accountants (Firm Registration no. 109208W) as Statutory Auditors of the Company fora period of 3 (three) consecutive years, to hold the office of the Statutory Auditors from the conclusion of the 30th AGM until the conclusion of the 33rd AGM.

V. Sankar Aiyar & Co. has conducted the Statutory Audit for the period ended on March 31, 2026. The audit report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimers given by the Statutory Auditors in their report.

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board had appointed Arun Gupta & Associates, Company Secretaries, as the Secretarial Auditors of the Company to undertake the Secretarial Audit for a term of five (5) consecutive years commencing from April 01,2025 to March 31,2030.

The Secretarial Auditors have submitted their report in Form MR-3, forms part of this report as Annexurelll.Thereare no qualifications, reservations or adverse remarks or disclaimers in the Secretarial Audit Report.

Further, pursuant to Regulation 24A of the Listing Regulations, every listed company shall annex with its annual report the Secretarial Audit Report of its material subsidiaries incorporated in India. In compliance with the said requirement, the Secretarial Audit Report(s) of Rapipay Fintech Private Limited, the material subsidiary of the Company, for the financial year 2025-26 forms part of this Annual Report as Annexure IMA.

The Company has established an independent Internal Audit function that provides assurance to the Audit Committee, the Board of Directors and the Senior Management regarding the adequacy and effectiveness of the Company's internal control framework, risk management practices and governance processes. The Internal Audit function periodically evaluates the design and operating effectiveness of internal controls and recommends measures for continuous improvement.

Further, in compliance with the applicable guidelines issued by the Reserve Bank of India (RBI), the Company has adopted and implemented an Internal Audit Policy, which governs the scope, methodology and reporting framework of the internal audit function.

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company for the period under review.

Pursuant to the provisions of Section 92(3) and Section 134 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026 in Form MGT-7 is available on the website of the Company at https://capitalindia.com/wp-content/uploads/2026/08/ Annual-Return-2025-26.pdf

It continues to be the Company's commitment to uphold high standards of corporate governance through fair and transparent practices.The Company has established robust systems and processes to ensure effective compliance with all applicable statutory and regulatory requirements. It remains conscious of its fiduciary responsibilities and is dedicated to safeguarding the interests of its stakeholders while contributing positively to society at large.

The report on Corporate Governance in accordance with Regulation 34 read with Schedule V to the Listing Regulations and Master Directions is presented in a separate section, forming part of this Annual Report.

A certificate from Divya Rani & Associates, Company Secretaries confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V to the Listing Regulations is enclosed to the Corporate Governance Report.

A report on Business Responsibility & Sustainability Reporting ("BRSR") of your Company for the financial year 2025-26, in accordance with Regulation 34(2)(f) of the Listing Regulations forms part of this Annual Report.

All Related PartyTransactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arm's length basis and were in compliance with the provisions of the Companies Act, 2013 ("the Act"), the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

During the year under review, the Company did not enter into any material related party transaction as per the limit specified under Section 188 of the Act or Regulation 23 of the Listing Regulations read with the Company's Policy on Related Party Transactions. Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company for the financial year under review.

The details of Related Party Transactions entered into during the year, pursuant to the applicable Accounting Standards, are disclosed in Note No. 43 to the Financial Statements forming part of this Annual Report.

Pursuant to the provisions of Section 188 of the Act, read with the rules framed thereunder, and Regulation 23 of the Listing Regulations, the Company has adopted a Policy

on Related Party Transactions for identification, review, approval and monitoring of related party transactions. Consequent to the revisions introduced by SEBI in the criteria for determination of material related party transactions, effective December 19,2025, the Policy was suitably amended to incorporate the revised thresholds and other applicable regulatory changes.

The Policy on Related Party Transactions is available on the website of the Company and can be accessed at: https:// capitalindia.com/wp-content/uploads/2026/05/Policy- on-Related-Party-Transactions-1.pdf.

The Board of Directors of the Company has adopted a Code of Conduct applicable to the Directors and Senior Management Personnel, which is accessible on the Company's website at ittps://capitalindia.com/wp- content/uploads/2025/07/Code-of-Conduct-for-Board- of-Directors-and-Senior-Management-Personnel.pdf.

The Code of Conduct outlines the principles of ethical and professional behaviour to be adhered to by Directors and designated employees in the performance of their roles. It emphasizes, among other things, integrity in the workplace, compliance with ethical business standards, and fair and transparent dealings with all stakeholders.

The Company has received confirmations from all members of the Board and Senior Management Personnel affirming their compliance with the Code of Conduct for the financial year under review.

The Company remains committed to promoting ethical conduct across all its business operations. In line with the provisions of Section 177(9) and (10) of the Companies Act, 2013, read with the rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, and the SEBI (Prohibition of InsiderTrading) Regulations, 2015 ("PIT Regulations"), the Company has in place a robust Vigil Mechanism, to be known as Vigil Mechanism/Whistle Blower Policy. This mechanism enables Directors and employees to report instances of unethical conduct, actual or suspected fraud, or violations of the Company's Code of Conduct.

The policy is designed to provide adequate safeguards against victimisation of whistle-blowers and ensures direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism/Whistle Blower Policy provides a formal channel for Directors and employees to approach the Vigilance and Ethics Officer or, in exceptional circumstances, the Chairman of the Audit Committee, thereby fostering a culture of transparency, accountability, and ethical governance.

The objective of the policy is to encourage responsible and secure whistle-blowing and to protect employees who raise concerns regarding serious irregularities within the Company.

During the financial year under review, no complaints relating to unethical or improper practices were received by the Company.

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, as amended from time to time ("PIT Regulations"), the Company has adopted and implemented:

(i) a Prohibition of Insider Trading Code to regulate dealing in the securities of the Company by designated persons in compliance with the regulations; and

(ii) a Code for Fair Disclosure of Unpublished Price Sensitive Information. The Board is responsible for the implementation of this Code. The Chief Compliance Officer & Company Secretary of the Company is Compliance Officer for the purposes of Insider Trading Code.

The Code and Policy can be accessed from the website of the Company at https://www.capitalindia.com.

Your Company is in the business of Non-Banking Financial Services and is not involved in any manufacturing activity. The information as applicableand required to be provided under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules,2014,is given hereunder:

(i) Steps taken or impact on conservation of energy - The operations of your Company are not energy- intensive. However, adequate measures have been initiated for conservation of energy.

(ii) Steps taken by the Company for utilising alternate sources of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

(iii) Capital investment on energy conservation equipment - Nil

(i) Efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

(a) the details of technology imported - Not Applicable

(b) the year of import- Not Applicable

(c) whether the technology has been fully absorbed - Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

(e) Expenditure incurred on Research and Development - Not Applicable

The Company is into the business of foreign exchange and the earnings and outgo in foreign currencies are asunder:

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

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

However during the financial year 2025-26, pursuant to the approval of the Board of Directors at its meeting held on October 16,2024, the Company has divested its entire shareholding of 99.82% in People Home Finance Limited (Formerly known as Capital India Home Loans Limited) by way of sale to Weaver Services Private Limited. Consequently, upon completion of the transaction on August 11,2025, People Home Finance Limited (Formerly known as Capital India Home Loans Limited) ceased to be a subsidiary of the Company with effect from the said date. Accordingly, CIHL is no longer a subsidiary of Capital India Finance Limited from August 11,2025.

In compliance with the provisions of Section 135 of the Act read with applicable rules thereunder, the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The Board of Directors has formulated and adopted a CSR Policy, which outlines the objectives, focus areas, governance structure, implementation strategy,and the monitoring and reporting framework for CSR activities.

Details regarding the composition of the CSR Committee and other relevant information are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the Company's website at https://capitalindia.com/wp- content/uploads/2024/11/Policy-on-Corporate-Social- Responsibility-280423.pd under the "Investors" section. A brief outline of the CSR Policy along with the Annual Report on CSR activities for the financial year 2025-26, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended as Annexure IV to this Report.

Further, the Chief Financial Officer has certified that the CSR funds disbursed during the financial year under review have been utilised for the purposes and in the manner approved by the Board.

The Company continues to hold credit ratings from I nfomerics Valuation and Rating Limited (formerly known as Infomerics Valuation and Rating Private Limited) and Acuite Ratings and Research Limited in respect of various financial facilities availed from time to time. The details of the ratings outstanding as on March 31, 2026 are as follows:

The Company has prepared its Audited Consolidated Financial Statements in compliance with the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), read with the applicable Indian Accounting Standards ("Ind AS") notified under Section 133 of the Act and the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended from time to time. In accordance with these requirements, the Audited Consolidated Financial Statements, reflecting the consolidation of the accounts of the Company with its subsidiaries, form part of this Annual Report.

Further, pursuant to the provisions of Section 129 of the Act read with Rule 6 of the Companies (Accounts) Rules, 2014 and other applicable provisions, the financial statements of the subsidiaries of Rapipay Fintech Private Limited ("RFPL"), namely NYE Investech Private Limited (Formerly known as Kaunts Wealth Private Limited) and Rapipay Payments Private Limited (Formerly known as NYE Insurance Broking Private Limited, for the financial year ended March 31, 2026, have not been consolidated by the RFPL. These financial statements have, instead, been consolidated at the level of the holding company, Capital India Finance Limited (CIFL), in its consolidated financial statements for the financial year ended March 31,2026.

The Annual Report, including the Balance Sheet, Statement of Profit and Loss, other financial statements and the notes thereto, is available on the Company's website at ittps:// www.capitalindia.com.

Pursuant to the RBI Regulations and SEBI Listing Regulations, the Company has constituted a Risk Management Committee ("RMC") and has also adopted a Risk Management Policy which provides for identification of key events/risks impacting the business objectives of the Company and attempts to develop risk policies and strategies to ensure timely evaluation, reporting and monitoring of key business risks. Details regarding the composition of the RMC and other relevant information are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Risk Management Committee, constituted by the Board, has established and implemented a comprehensive risk management framework to identify, assess, monitor and mitigate various risks, including credit risk.

The framework outlines processes for loan origination and approval, post-disbursement monitoring, and ongoing portfolio management, with the objective of maintaining a high-quality loan portfolio while optimizing returns.

The risk management framework is periodically reviewed and strengthened to align with evolving business needs, regulatory requirements, and changes in the external environment.

Further details on the Company's risk management framework are provided in the Management Discussion and Analysis Report forming part of this Annual Report.

During the year under review, no instances of fraud were reported to the Special Committee for Monitoring and Follow-up of Cases of Fraud (FMC), the Audit Committee of the Board, the Reserve Bank of India (RBI), or the Statutory Auditors. Further, no fraud involving employees, management personnel, or persons having a significant role in the Company's internal control system over financial reporting came to the notice of the Company.

The Company continues to maintain a robust and evolving fraud prevention and detection framework designed to safeguard its operations and assets. Key elements of this framework include enhanced front-end validations, automated fraud de-duplication controls, advanced early warning systems, and analytics-driven monitoring mechanisms.

Further, there was no fraud reported by the Statutory Auditors of the Company, under Section 143(12) of the Act and the rules made thereunder to the Audit Committee or Board during the period under review.

Driven by Purpose. Built Around People

We continue to uphold a strong people-first culture by focusing on nurturing talent, fostering engagement, and building a robust, future-ready workforce. This commitment was further validated through our certification as a Great Place to Work? (GPTW) in FY 2025-26.

As part of the GPTW assessment, over 350 employees participated in the survey, with an over66% response rate. We secured an outstanding Trust Index? score of 95, one of the highest scores achieved by a first-time participant, reflecting strong employee confidence across key dimensions such as trust, leadership, workplace culture, and collaboration.

Beyond external recognition, we remain committed to continuously listening to our employees. Through regular leadership branch visits and monthly HR Connect sessions, we gather real-time feedback and insights on employee experience, organizational values, leadership effectiveness, and workplace engagement. These initiatives help us strengthen our culture and ensure that employee voices remain at the center of our decisionmaking.

In parallel, the Company adopted a strategic talentbuilding approach by combining young, high-potential leaders with experienced professionals. This balanced leadership mix is helping create a strong succession pipeline, ensuring that the organization is well-positioned to support its long-term growth ambitions and expansion plans.

Talent development continued to be a top priority, with targeted training programs across frontline sales, credit, operations, IT, and other functions, designed to enhance skills and performance. The Company also maintained a strong focus on continuous improvement by benchmarking its practices against industry standards and best-in-class processes across customer acquisition, credit delivery, collections, and workforce structures within NBFCs serving similar customer segments.

We foster a culture built on openness, respect, meritocracy, and trust, encouraging active employee participation and engagement at every level. Over the years, the Company has remained committed to supporting career progression through structured development opportunities, promoting both vertical growth and cross-functional mobility to help employees realize their full potentia I.

Recognizing that people are at the heart of our success, we continue to celebrate contributions that create meaningful impact. Through our performance-based recognition and rewards programs, we honour individuals and teams who consistently demonstrate excellence, innovation, and commitment to business objectives. These curated and aspirational rewards reinforce a culture of high performance while motivating employees to achieve greater milestones.

Key employee engagement initiatives included:

• Health and well-being initiatives, such as organizing a health check-up camp, emphasizing preventive healthcare and overall wellness. Ensuring a healthy workforce remains integral to the Company's employee care agenda.

• Soulful Start Mornings, beginning the day with a morning prayer to instil mindfulness, gratitude, and foster a connected, positive, and purpose-driven work culture.

• Dil Se GharTak, As part of our people-first philosophy, we continued our signature initiative dedicated to recognizing the unwavering encouragement and support provided by employees' families. This effort extends our appreciation beyond the workplace, acknowledging the often-unseen role that families play in enabling individual and organizational success.

During the year, leadership teams visited and recognized the families of nearly 20+ employees, celebrating the trust, resilience, and support that underpin the achievements of our high-performing colleagues. These visits led to several heartfelt and emotional interactions, with family members sharing inspiring stories of sacrifice, encouragement, and pride. The initiative strengthened the bond between the Company and employees' families, while reinforcing our belief that professional success is often a shared journey, made possible by the steadfast support of loved ones.

• Learning & Development Initiatives: Weekly Process and Product Training sessions are conducted across key functions such as Sales, Operations, and Credit to ensure that both new hires and existing employees remain aligned with organizational standards and business objectives. These programs cover a wide range of topics, including sales techniques, customer engagement and handling, underwriting guidelines, asset quality management, insurance products, compliance requirements, and process updates.

These continuous learning initiatives aim to strengthen employee capabilities, promote consistency in execution, and equip teams with the knowledge, skills, and confidence required to deliver superior customer experiences, manage risks effectively, and drive sustainable business performance. During the last financial year, 149 training programs covering product, process, and mandatory compliance topics were delivered.

• HR Induction Programme: Keeping in mind the rapid on boarding of employees and the importance of familiarizing them early with the Company's culture, values, policies, and overall ecosystem, the HR Induction Programme was comprehensively revamped during the year. To enhance coverage and ensure the timely integration of new hires, 2 -3 induction batches were conducted every month. As a result, structured induction training was successfully delivered to more than 350 employees during the year, enabling them to better understand the organization, align with its values and expectations, and transition smoothly into their roles.

Furthermore, the monthly HR Connect initiative served as a vital platform for direct interaction with employees across different locations, fostering a deeper understanding of collective concerns and enabling the prompt delivery of appropriate solutions.

Regular employee Town Hall meetings promote transparency, inclusiveness, and open communication across the organization, keeping employees informed and engaged with the Company's strategic direction.

As the Company continues its journey toward becoming a leading NBFC in India, it remains steadfast in nurturing a people-centric, customer-centric, and compliance-centric culture as the foundation for sustainable growth.

As on March 31,2026, the Company's workforce stood at 894 employees.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

With a view to motivating, incentivize, and retain talent, your Company has instituted two Employee Stock Option Schemes, namely:

(a) CIFL Employee Stock Option Plan - 2018; and

(b) CIFL Employee Stock Option Plan - 2023 (collectively referred to as the "CIFL ESOP Plans").

These Plans are designed to align employee interests with long-term shareholder value creation and to recognize the contributions of employees to the Company's growth and success.

The Nomination & Remuneration Policy oversees the implementation and administration of the CIFL ESOP Plans. The relevant disclosures pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"), as on March 31,2026, are available on the website of the Company at vww.capitalindia.com.

A certificate from the Secretarial Auditor confirming that the CIFL ESOP Plans have been implemented in accordance with the SEBI SBEBSE Regulations will be presented before the members at the ensuing Annual

General Meeting (AGM). A copy of the certificate will also be available for inspection at the Registered Office and Corporate Office of the Company during business hours.

The Company's website www.capitalindia.conr provides information about the businesses carried out by the Company. It is the primary source of information to all the stakeholders of the Company and the general public at large. It also contains the Financial Results, Annual Reports, CSR details, various Policies adopted by the Board and other general information about the Company and such other disclosures as required under various applicable regulations. In accordance with the Liquidity Risk Management Framework for Non-Banking Financial Companies, the Company on a quarterly basis provided a public disclosure on liquidity risk on its website.

Your Directors states that no disclosure or reporting is required in respect of the following items during the period under review:

a) The Company has not bought back any of its securities;

b) The Company has not issued any bonus shares;

c) The Company has not issued any sweat equity shares;

d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

e) The Company has transferred an amount of INR 1,53,014/- (Indian Rupees One Lakh Fifty-Three Thousand Fourteen only) towards unpaid dividend to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act;

f) There was no revision in the financial statements between the end of the financial year and the date of this report;

g) No application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year;

h) During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions. Accordingly, the disclosure requirements prescribed under rule 8(5)(xii) of Companies (Accounts) Rules, 2014, related to reasons of difference in the valuation at the time of onetime settlement and valuation done while taking loan from the Banks or Financial Institutions are not applicable; and

i) During the year under review, the Company has complied with the applicable provisions of Maternity Benefits Act, 1961.

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company objective, projections, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations.

Your Directors would gratefully like to place their appreciation for the assistance and co-operation received from the Company's bankers during the period under review. The Directors also acknowledge, with appreciation, the support and co-operation rendered by various Government Agencies and Departments. Your

Directors would also wish to place on record their deep sense of appreciation for the continued support from all the investors and other stakeholders of the Company.