Dear Members,

Your Directors are pleased to present their 32 nd Annual Report together with the Audited Consolidated and Standalone Financial Statements of your Company for the Financial Year ended March 31, 2026 ('FY2026').

FINANCIAL PERFORMANCE

The summary of the Company's Financial Performance, both on consolidated and standalone basis, for the Financial Year 2025-26 as compared to the previous Financial Year 2024-25 is given below:

(H in Million)

OPERATIONAL PERFORMANCE/STATE OF AFFAIRS

I. Standalone Financial Performance

The total revenue of the Company stood at 6,687.58 Million for the year ended March 31, 2026 as against H24,234.98 Million in the previous year. The Company reported a Net Profit of RS.8,249.55 Million for the year ended March 31, 2026, as compared to the Net Profit of RS.4,148.94 Million in the previous year due to growth in business coupled with better operational controls.

The AUM has grown by 65.23% and stood at H291,764.65 Million as against RS.176,581.99

Million in the previous year. The Company has further strengthened its retail business vertical and MSME AUM has grown by 22.87% to H 64,861.24 Million having ( 52,419) customers (previous year RS.52,789.37 Million having 40,127 customers) with the average ticket size at RS.1.31 Million. CF AUM has grown by 38.11% Construction Finance business loan portfolio stood at RS.57,081.47 Million with 282 customers (previous year RS.41,329.13 Million with 282 customers) due to increase in real estate prices and strong demand for housing in metro and tier 1 cities. Gold Loan AUM has grown by 111% Gold Loan portfolio stood at RS.169,646.49 Million with

5.92 Lakh customers (previous year RS.80,422.35 Million with 4.5 Lakh customers).

The Company along with its wholly-owned subsidiary companies viz. Capri Global Housing Finance Limited, Capri Loans Car Platform Private Limited, Capri Global Capital Markets Private Limited, Capri Global Securities Private Limited and Capri Global Insurance Brokers Private Limited, had presence over 21 States & Union Territories during the year.

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

During the year under review, the Company subsidiarized the car loan distribution segment and had partnership with the top 14 banks and financial institutions namely Bank of Baroda, HDFC Bank, Union Bank of India, State Bank of India, Bank of India, Punjab & Sind Bank, Indian Bank, ICICI Bank, Axis Bank, Yes Bank, HDB Financial Services and Indian Overseas Bank. The Company achieved volumes of RS.119,097 Million by the end of March 2026 against the volumes of RS.105,519 Million by the end of previous year ended of March 2025.

The Company expanded product offerings through co-lending tie-ups for Gold Loans, MSME and Affordable Housing loans.

The Gross NPA of the Company stood at 0.88% and the Net NPA (Net of Total ECL Provision) was at 0.50% as of March 31, 2026.

II. Consolidated Financial Performance

The Consolidated Gross Income of the Company for the Financial Year ended March 31, 2026, is RS.47,420.09 Million vis-a-vis RS.32,508.36 Million in the previous year, thereby registering a growth of 45.87%. Consolidated Net Profit for the Financial Year ended March 31, 2026, is RS.9,491.52 Million as compared to RS.4,785.33 Million in the previous year, registering an increase of 98.35%. The Gross NPA stood at 0.92%. Net NPA (Net of Stage 3 ECL Provision) was at 0.54% as of March 31, 2026.

During the year under review, swift operationalisation of new branches, technology development and corresponding increase in human capital was effective in ensuring performance acceleration in terms of growth in AUM, share of certain segments and customer relationships.

IT has been a major game changer in the performance delivery. The Company made important strides in data analytics, artificial intelligence, and machine learning technologies driven by a dedicated team of experienced tech professionals.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements pertain and the date of this Board's Report, except as stated below:

¦ The Company undertook a public issue of Secured, Rated, Listed, Redeemable, NonConvertible Debentures ('NCDs') of face value of RS.1,000 each aggregating up to RS.4891 Million, by allotment of 48,91,137 NCDs on April 30, 2026 which were listed on BSE.

¦ The Company has established a Global Medium Term Note Programme ('GMTN Programme') for an aggregate amount not exceeding USD 1 Billion in accordance with Regulation S and/or Rule 144A of the U.S. Securities Act, 1933, as applicable. In relation to the aforesaid programme, the Company received a 'No Comment Letter' from India International Exchange (IFSC) Limited ('India I NX') and NSE IFSC Limited ('NSE IX') vide its letter dated May 19, 2026 and May 22, 2026 respectively, pursuant to which the Company filed its Offering Circular with both the stock exchanges.

ECL AND OTHER UPDATES

For the financial year ended March 31, 2026, the Company continued to apply an updated Expected Credit Loss (ECL) model using the latest available data at regular intervals. This approach enables the Company to capture significant changes in economic and market conditions, customer behaviour, and government interventions, thereby reducing uncertainties associated with judgements and estimations. The estimation process also incorporates macroeconomic outlook data published by government agencies, taking into account growth indicators and changes in the risk profile of customer credit exposures.

In addition to the model-based ECL provisions, the Company continues to perform comprehensive risk assessments of its credit exposures to account for any further deterioration in the macroeconomic environment and uncertainties in credit evaluations. As on March 31, 2026, the Company held ECL provisions on financial assets amounting to

H2,942.25 Million, as compared to H2,101.28 Million as on March 31, 2025.

The net Non-Performing Assets (NPA) / net Stage-3 assets ratio improved to 0.50 % as at March 31, 2026, from 0.91% as at March 31, 2025, reflecting enhanced asset quality.

TRANSFER TO RESERVES

In accordance with the requirements of Section 45-IC of the Reserve Bank of India Act, 1934, the Company is mandated to transfer 20% of its profits to a Special Reserve Account. During the year under review, the Company has accordingly transferred RS.1,649.92 Million to the Statutory Reserve Account. The Board has further decided not to transfer any amount to the General Reserve for the financial year ended March 31, 2026, and has proposed to retain the remaining profit in the Profit and Loss Account.

The Company continues to maintain an adequate liquidity buffer to meet its obligations arising from the issuance of debentures. Being a Non-Banking Financial Company (NBFC), the Company is exempt from creating a Debenture Redemption Reserve for debentures issued on a private placement basis or through public issue, in accordance with the provisions of Section 71 of the Companies Act, 2013, read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, and relevant circulars issued by the Ministry of Corporate Affairs.

Further, in respect of the secured, listed nonconvertible debentures issued by the Company through public issue and private placement basis, the Company has maintained security cover of 100% or such higher cover as required under the respective terms of the Information Memorandum, General Information Document ('GID'), Key Information Document ('KID'), Offer Documents and/or Debenture Trust Deeds, sufficient to cover the outstanding principal and interest obligations at all times.

DIVIDEND

In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has adopted a Dividend Distribution Policy in line with the applicable regulatory framework. The Policy sets out the key parameters and circumstances that are considered by the Board while recommending dividends, including financial performance, capital requirements, future growth plans, liquidity position and applicable regulatory considerations, including the provisions of the Master Direction - Reserve Bank of India (Non-

Banking Financial Company - Scale Based Regulation) Directions, 2023 dated October 19, 2023.

The Dividend Distribution Policy is available on the website of the Company at https://www.capriloans.in/ documents/more-reports#tabs

In recognition of the Company's sustained financial performance and continued commitment towards enhancing shareholder value while contributing to broader socioeconomic growth, the Board of Directors has recommended a final dividend of H0.20 per equity share of face value RS.1 each for the financial year 2025-26, which is in line with the dividend declared for the previous financial year.

Subject to the approval of the Members at the ensuing Annual General Meeting, the total dividend payout for Financial Year 2025-26 would aggregate to approximately RS.192.43 Million, as compared to RS.192.33 Million in the previous financial year.

The final dividend, if approved, shall be paid to those Members whose names appear in the Register of Members and/or the list of beneficial owners maintained by the Depositories as on the relevant record date.

No interim dividend was declared or paid during the financial year under review.

The aforesaid dividend recommendation is in compliance with the Company's Dividend Distribution Policy and the applicable regulatory framework prescribed by the Reserve Bank of India for declaration of dividend by NBFCs.

In accordance with Ind AS 10 - Events after the Reporting Period, as notified by the Ministry of Corporate Affairs, the proposed dividend amounting to RS.192.43 Million has not been recognised as a liability in the financial statements as at March 31, 2026.

Pursuant to the provisions of the Finance Act, 2020, dividends are taxable in the hands of shareholders with effect from April 1, 2020. Accordingly, tax will be deducted at source at the applicable rates, including surcharge and cess, on the dividend amount payable to shareholders, based on the information made available by the shareholders to the Company, its Registrar and Transfer Agent ('RTA') and the Depositories.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 ('the Act') read with Rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), the Company had filed the requisite statement in Form IEPF-2 with the Ministry

of Corporate Affairs in respect of unclaimed dividends amounting to H2,02,047.06 as at March 31, 2025.

During the year under review, unclaimed dividend pertaining to the financial year 2017-18 amounting to H26,379.90 was transferred to the Investor Education and Protection Fund ('IEPF') on September 17, 2025, in accordance with the applicable provisions of the Act and the IEPF Rules.

The details relating to the resultant benefits arising out of shares already transferred to the IEPF, year- wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend accounts and the corresponding shares liable to be transferred to the IEPF are provided in the Corporate Governance Report and are also available on the website of the Company at ( https://www.capriloans.in/documents/ more-reports#tabs ). The relevant details are also available on the website of the Ministry of Corporate Affairs at( http://www.iepf.gov.in ).

The Company regularly communicates with the concerned shareholders and advises them to claim their unpaid / unclaimed dividends and corresponding shares before the same are transferred to the IEPF. Further, in compliance with the IEPF Rules, the Company publishes notices in newspapers and sends individual communications to the shareholders whose shares are due for transfer to the IEPF, enabling them to claim their rightful dues in a timely manner.

As at March 31, 2026, the IEPF Authority was holding 2,13,199 equity shares of the Company transferred in accordance with the applicable provisions of the Act and the IEPF Rules.

Further, pursuant to Regulation 39(4) read with Schedule VI of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has maintained a demat account titled 'CAPRI GLOBAL CAPITAL LIMITED UNCLAIMED SUSPENSE A/C' with Stockholding Corporation of India Limited. As on March 31, 2026, there were no shareholders and no outstanding equity shares lying in the said suspense account.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

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

SUBSIDIARY ENTITIES

As on March 31, 2026, your Company has five wholly-owned subsidiaries, namely Capri Global Housing Finance Limited ('CGHFL'), Capri Loans Car Platform Private Limited ('CLCPPL'), Capri Global

Capital Markets Private Limited ('CGCMPL') (Formerly known as Capri Global Financial Services Private Limited), Capri Global Securities Private Limited ('CGSPL') (Formerly known as Capri Global Wealth Management Private Limited & Capri Global Broking Private Limited), and Capri Global Insurance Brokers Private Limited ('CGIBPL').

The Company has adopted a Policy on the Determination of Material Subsidiaries, in line with the requirements of the SEBI Listing Regulations. The policy outlines the criteria for identifying Material Subsidiaries and Material Unlisted Subsidiaries and provides a governance framework for their oversight. Based on the said policy, CGHFL has continued to be a material subsidiary, whereas CLCPPL, CGCMPL, CGSPL and CGIBPL does not qualify as a material subsidiary.

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI Listing Regulations, the consolidated financial statements of the Company and its subsidiaries have been prepared and form an integral part of this Annual Report. A statement containing the salient features of the financial statements of the subsidiaries is provided in Form AOC-1, attached as Annexure A to the Consolidated Financial Statements.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and other relevant documents of the subsidiary companies are available on the Company's website at https://www.capriloans.in. Members may download these documents or inspect them during business hours at the Registered Office of the Company. Any Member interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Registered Office.

Financial Performance & position of Subsidiaries

Capri Global Housing Finance Limited ('CGHFL'):

CGHFL is registered Housing Finance Company licensed by National Housing Bank is a wholly owned subsidiary of the Company and it continued to focus on providing housing loan to first time home buyers belonging to middle and lower income earning families, much in line with focus of the Prime Ministers Awas Yojana (PMAY). The Loan book of the CGHFL grew by 43.16% to RS.74,470.72 Million for the financial year 2026 as compared to RS.52,019.48 Million for the previous financial year.

The CGHFL's total revenue from operations increased by 39.39% to RS.8,358.95 Million for the financial year 2026 as compared to H 5,996.69 Million of the previous financial year. Profit After Tax increased by 98.47% to RS.1,227.97 Million for the present financial

year as compared to profit of RS.618.72 Million for the previous financial year.

The Gross NPA of the CGHFL stood at 1.04% and the Net NPA was at 0.67% as of March 31, 2026.

Average ticket size of the loan was maintained at H2.38 Million at Sanction & RS.1.31 Million on balance sheet with 46,093 live loan accounts at the end of the year under review. The Unique customer count for financial year 2026 is 38,843 as compared to 31,183 for the previous financial year (Growth of 24.56%).

Company carried out business through presence at 159 locations spread over 11 states i.e., Maharashtra, Gujarat, Madhya Pradesh, Delhi, Rajasthan, Uttar Pradesh, Haryana, Karnataka, Telangana, Chhattisgarh and Uttarakhand. During the financial year 2026 Company disbursed loans amounting to RS.39,904.65 Million.

Pursuant to Regulation 24(1) of the SEBI Listing Regulations during FY2025-26, the requirement for appointment of at least one Independent Director of the Company on the Board of its unlisted material subsidiary, namely CGHFL, was applicable. The Company has complied with the applicable provisions of the SEBI Listing Regulations in respect of its subsidiary companies during the financial year under review.

Capri Loans Car Platform Private Limited ('CLCPPL'):

CLCPPL, a wholly owned subsidiary of the Company, is engaged in the business of car loan origination for leading commercial banks for fee consideration. The Company commenced its business operations in Q3 FY2024 and positions as the top corporate distributor for new car loans in the country. The Company has its presence across various States. The Company currently partners with Indian Overseas Bank, Bank of Maharashtra, Union Bank of India, Bank of Baroda, Bank of India, Indian Bank, Punjab & Sindh Bank, UCO Bank, HDFC Bank, HDB Financial Services, Mahindra & Mahindra Financial Services Limited, ICICI Bank, Axis Bank and TATA Capital.

During the financial year 2025-26, CLCPPL reported total revenue from operations increased by 5% to H2,502.66 Million as compared to H2,394.57 Million of the previous year. Profit After Tax increased by 132% to RS.39.88 Million for the year as compared to profit of RS.17.19 Million of the previous year.

CLCPPL carried out business through presence at 850+ locations spread over 28 states and 5 Union Territories during the year.

Capri Global Capital Markets Private Limited ('CGCMPL'):

Capri Global Capital Markets Private Limited (formerly known as Capri Global Financial Services Private

Limited), a wholly owned subsidiary of the Company, was incorporated during the financial year 2025-26 with the objective of undertaking merchant banking and allied financial advisory activities.

CGCMPL had applied to the Securities and Exchange Board of India ('SEBI') for registration as a Category I Merchant Banker under the SEBI (Merchant Bankers) Regulations, 1992, vide application dated January 21, 2026. Subsequent to the close of the financial year, SEBI granted a Certificate of Registration to CGCMPL under Regulation 8 of the SEBI (Merchant Bankers) Regulations, 1992, to carry on the activities of a Merchant Banker, vide certificate dated June 5, 2026.

CGCMPL proposes to undertake merchant banking and related financial advisory activities. Its scope of operations shall include management of capital raising transactions such as initial public offerings (IPOs), follow-on public offerings (FPOs), rights issues, qualified institutions placements (QIPs), private placements, buy-backs, open offers and other capital market transactions. The Company may also act as lead manager, co-manager, underwriter, advisor, arranger and consultant in securities and corporate finance transactions, including mergers, acquisitions, restructurings and other related financial advisory and issue management services, in compliance with applicable SEBI regulations and other relevant laws.

Since CGCMPL was incorporated during the year, comparative financial information for the previous financial year is not applicable. During the financial year 2025-26, CGCMPL reported revenue from operations of RS.7.85 Million and a loss after tax of RS.14.17 Million.

As CGCMPL has not commenced lending operations, disclosure relating to Gross Non-Performing Assets (GNPA) and Net Non-Performing Assets (NNPA) is not applicable as at March 31, 2026.

Capri Global Securities Private Limited ('CGSPL'):

Capri Global Securities Private Limited (formerly known as Capri Global Wealth Management Private Limited and thereafter Capri Global Broking Private Limited), a wholly owned subsidiary of the Company, was incorporated during the financial year 2025-26 with the objective of undertaking securities broking and allied financial services activities.

Subsequent to the close of the financial year, CGSPL was granted a Certificate of Registration as a Trading Member of the National Stock Exchange of India Limited ('NSE') in the Capital Market Segment and Debt Segment with effect from June 4, 2026, subject to fulfilment of the enablement and operational requirements stipulated by NSE and obtaining such other approvals, registrations and memberships as may be required from the relevant regulatory authorities and market infrastructure institutions.

CGSPL proposes to undertake stock broking and securities trading activities, including dealing and investment in equity shares, debentures, bonds, government securities, derivatives, commodities, currencies, securitised instruments and other financial products. The proposed scope of operations also includes providing allied services such as investment advisory, portfolio management and other capital market-related services, in compliance with applicable laws and regulatory requirements.

Since CGSPL was incorporated during the year, comparative financial information for the previous financial year is not applicable. During the financial year 2025-26, CGSPL reported revenue from operations of RS.1.55 Million and a loss after tax of RS.6.72 Million.

As CGSPL has not commenced lending operations, disclosure relating to Gross Non-Performing Assets (GNPA) and Net Non-Performing Assets (NNPA) is not applicable as at March 31, 2026.

Capri Global Insurance Brokers Private Limited ('CGIBPL'):

Capri Global Insurance Brokers Private Limited ('CGIBPL'), a wholly owned subsidiary of the Company, was incorporated during the financial year 2025-26 and is presently in the process of obtaining the necessary registrations and approvals from the Insurance Regulatory and Development Authority of India and other applicable regulatory authorities for undertaking insurance broking and allied services.

The CGIBPL has been incorporated with the objective of undertaking insurance broking, advisory and consultancy services across various insurance segments, including life, health, motor, marine, property and specialty insurance products, subject to receipt of applicable regulatory approvals and compliances. The proposed scope of activities includes acting as an insurance broker, intermediary and consultant, providing services relating to policy placement, negotiations, claims management, risk assessment and digital insurance solutions. The subsidiary also proposes to undertake training, capacity-building and technology platform development activities to support the broader insurance ecosystem.

Since the CGIBPL was incorporated during the year and is currently in the setup and regulatory approval phase, comparative financial information for the previous financial year is not applicable. During the financial year 2025-26, CGIBPL reported total revenue from operations of H0.07 Million and Profit After Tax (PAT) of H(4.63) Million.

INVESTMENT IN SUBSIDIARIES

During the year under review, the Company made strategic investments in its subsidiaries to strengthen their capital base, support regulatory requirements and facilitate future business growth.

Upon incorporation of Capri Global Capital Markets Private Limited ('CGCMPL') and Capri Global Securities Private Limited ('CGSPL'), the Company subscribed to their initial share capital by investing RS.1,00,000 each.

Subsequently, on December 29, 2025, the Company invested RS.59.99 Crore and RS.9.99 Crore in CGCMPL and CGSPL, respectively, through rights issues. These investments were made to enable the subsidiaries to meet the minimum net worth requirements prescribed under applicable SEBI regulations, including the SEBI (Merchant Bankers) Regulations, 1992 and the SEBI (Stock Brokers) Regulations, 1992.

During the year, the Company also incorporated Capri Global Insurance Brokers Private Limited ('CGIBPL') as a wholly owned subsidiary and subscribed to its entire initial share capital by contributing RS.75 lakh towards the subscription to its Memorandum of Association.

Further, on March 23, 2026, the Company invested an additional RS.4 Crore in CGIBPL through a right issue. The investment is aligned with the Company's strategic objective of expanding its presence in the insurance broking and allied financial services sector.

Further, on March 23, 2026, the Company invested H200 Crore in Capri Global Housing Finance Limited ('CGHFL'), a wholly owned subsidiary, through a rights issue. The capital infusion is intended to strengthen CGHFL's capital base, support repayment of existing borrowings, and facilitate its future growth and business expansion.

CHANGES IN SUBSIDIARIES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, there was no change in the status of the existing subsidiaries or associate companies of the Company.

However, during the financial year 2025-26, the Company incorporated three wholly owned subsidiaries, namely Capri Global Capital Markets Private Limited ('CGCMPL'), Capri Global Securities Private Limited ('CGSPL') and Capri Global Insurance Brokers Private Limited ('CGIBPL').

All the aforesaid entities are incorporated in India and are currently in the setup phase. These incorporations mark a significant step in the Company's continued focus on diversification and enhancement of its financial services offerings. Consequently, the total

number of subsidiaries of the Company increased to five as at March 31, 2026.

CHANGE IN NATURE OF BUSINESS

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

However due to the incorporation of three wholly owned subsidiaries in furtherance of its strategic business objectives which have been established to undertake merchant banking, securities broking and insurance broking activities, respectively, the Company has expanded the Group's presence across the broader financial services sector. The aforesaid initiatives are aligned with the Company's longterm growth strategy and business diversification objectives and do not constitute a change in the nature of business of the Company.

ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION:

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

CREDIT RATING

Your Company continues to maintain credit ratings from CARE Ratings Limited, Infomerics Valuation and Rating Limited, Acuite Ratings & Research Limited and CRISIL Ratings Limited in respect of its various debt instruments and credit facilities.

Further, the Company's Global Medium Term Note ('GMTN') Programme has been assigned ratings of '(P)Ba3' by Moody's Ratings and 'BB-/Stable' by Fitch Ratings Limited.

A detailed status of the credit ratings assigned to the Company's various facilities and instruments, including Term Loans, Non-Convertible Debentures, Commercial Papers and the GMTN Programme, forms part of the Corporate Governance Report and is included in this Annual Report.

RESOURCE MOBILISATION

During the year under review, your Company continued to adopt a diversified and balanced approach to funding, utilizing multiple sources such as secured and unsecured debentures, term loans, external commercial borrowings, securitisation, fixed deposits, commercial papers, and inter-corporate deposits. Throughout FY2026, the Company maintained a prudent asset-liability position, ensuring a stable liquidity profile across all maturities.

The Company successfully raised long-term funds from banks and financial institutions at competitive interest rates and continued to broaden its lender base

by onboarding new institutions and expanding across geographies. During the financial year, the Company received fresh sanctions totaling RS.1,04,700 Million, reinforcing its strong relationship with both public and private sector banks and other financial institutions.

As of March 31, 2026, the Company's total borrowings through term loans, cash credit limits, non-convertible debentures (NCDs), and commercial papers from public and private sector banks and financial institutions stood at H2,41,121 Million, as compared to RS.1,55,768 Million in the previous financial year.

In accordance with SEBI Circular SEBI/HO/DDHS/ DDHS-RACPOD1/ P/CIR/2023/172 dated October 19, 2023, the Company provides the following onetime explanation for not achieving the stipulated 25% of incremental borrowings via issuance of NonConvertible Debentures (NCDs) as a 'Large Corporate':

During FY2026, conditions in the corporate bond market remained relatively challenging, particularly for issuers with credit ratings below AA+, which limited the Company's ability to access the debt capital markets on commercially acceptable terms.

The Company continues to remain fully compliant with the guidelines issued by SEBI and other applicable regulatory authorities. It has not defaulted in the payment of principal or interest on any NCDs issued through private placements or public issues. Furthermore, there has been no deviation or variation in the utilisation of proceeds raised from any offerings, with usage remaining in line with the objects stated in the respective offer documents.

During the financial year 2025-26, the Company did not undertake any redemption of Non-Convertible Debentures (NCDs). The gearing ratio of the Company as on March 31, 2026, stood at 3.35 times.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ('the Act') read with the Companies (Acceptance of Deposits) Rules, 2014.

FIXED DEPOSITS

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

BORROWINGS

The Members, at their Annual General Meeting (AGM) held on September 26, 2025, accorded their approval for borrowings, creation of charge on the Company's assets/properties in connection with the borrowings as required under Section 180(1)(c) and 180(1)(a), and granted enabling authority for the conversion of outstanding loans into equity shares of the Company pursuant to Section 62(3) of the Companies Act, 2013. This approval empowered the Board of Directors and/ or any Committee thereof to borrow funds for the Company up to an aggregate limit of H25,000 Crore.

In light of the Company's strategic plans for business expansion and future growth, the Board of Directors has resolved, subject to the approval of the shareholders at the ensuing 32 nd Annual General Meeting, to increase the overall borrowing limit from H25,000 Crore to RS.35,000 Crore. This enhancement in the borrowing limit will provide the Company with the necessary financial flexibility to pursue new opportunities, invest in key projects, and drive longterm value creation for our stakeholders.

SECURITISATION

During the year, your Company successfully executed Securitisation and Direct Assignment transactions aggregating to RS.4,786.03 Million.

SHARE CAPITAL Authorised Capital:

The Authorized share capital of the Company as on March 31, 2026 is H200,00,00,000/- (Rupees Two Hundred Crore only) divided into 200,00,00,000 equity shares of face value of RS.1/-.

Issued and Paid-up Capital

As on March 31, 2026, the issued and paid-up equity share capital of the Company stood at RS.96,21,53,962/- comprising 96,21,53,962 equity shares of face value RS.1/- each.

Pursuant to the QIP Issue and exercise of stock options by employees, the Company allotted:

¦ 13,65,18,770 equity shares of RS.1 each on June 12, 2025 through QIP Issue and

¦ 5,18,840 equity shares of RS.1 each on November 6, 2025 exercise of stock options by employees.

Consequently, the paid-up equity share capital of the Company post-allotment stands at RS.96,21,53,962/- comprising 96,21,53,962 equity shares of face value RS.1/- each.

EMPLOYEES' STOCK OPTION SCHEME

During the year under review, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved certain amendments to the Employee Stock Option Scheme, 2009 ('ESOP Scheme') to align the Scheme with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB & SE Regulations'). The amendments were primarily regulatory in nature and included, inter alia,

revisions to certain definitions and incorporation of additional provisions relating to employee eligibility, treatment of options in cases of transfer, deputation, merger, demerger or other corporate restructuring events, buy-back of specified securities, and other governance-related matters.

The ESOP Scheme continues to be in compliance with the provisions of the SEBI SBEB & SE Regulations and has been designed to provide eligible employees with an opportunity to participate in the Company's growth, foster a culture of ownership, and promote employee engagement, motivation and retention.

The Scheme aims to reward superior performance, encourage long-term value creation, and align the interests of employees with those of the Company and its stakeholders. It also seeks to facilitate wealth creation for employees while strengthening their commitment towards the sustained growth and success of the Company.

During the year under review, the Nomination and Remuneration Committee granted 2,81,000 stock options to eligible employees under the ESOP Scheme. Further, pursuant to the exercise of vested stock options, the Company allotted 5,18,840 equity shares of face value RS.1 each on November 6, 2025.

The disclosures required under Regulation 14 of the SEBI SBEB & SE Regulations are annexed to this Report as Annexure I and are also available on the Company's website at www.capriloans.in .

A certificate from M/s. Sandeep P. Parekh & Co., Practising Company Secretaries, confirming that the ESOP Scheme has been implemented in accordance with the SEBI SBEB & SE Regulations and the resolutions passed by the Members, will be placed before the shareholders at the ensuing Annual General Meeting ('AGM'). The same shall also be available for inspection through electronic mode on the website of the Company.

RBI GUIDELINES

Your Company is registered with the Reserve Bank of India ('RBI') as a Non-Banking Financial Company - Middle Layer (NBFC-ML) and continues to operate in compliance with the applicable regulatory framework prescribed by the RBI from time to time. During the year under review, the Company did not accept any public deposits and accordingly, there were no outstanding public deposits, nor any deposits due for repayment or renewal.

The Company remains committed to maintaining the highest standards of governance, regulatory compliance, risk management and internal controls. During the year, the Company complied with the applicable provisions of the Reserve Bank of India (Non-Banking Financial Company - Scale Based

Regulation) Directions, 2025, the Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025, and other applicable circulars, directions and guidelines issued by the RBI from time to time.

The Board of Directors and its Committees continue to provide effective oversight over the Company's business operations, risk management framework, compliance function, internal control systems and governance practices. The Company has established appropriate policies, processes and governance mechanisms to ensure adherence to regulatory requirements and prudent business practices. The Company continues to comply with the applicable prudential norms relating to capital adequacy, asset classification, provisioning, liquidity management and corporate governance.

Chief Compliance Officer

Pursuant to the RBI circular on Compliance Function and Role of Chief Compliance Officer (CCO) for NBFCs, the Company has appointed Mr. Abhishek Mohan Yadav as the Chief Compliance Officer ('CCO'). The CCO functions independently and is responsible for overseeing the Company's compliance framework, monitoring adherence to applicable laws and regulations, facilitating regulatory reporting and fostering a strong compliance culture across the organisation.

The appointment of the CCO reflects the Company's commitment towards strengthening compliance governance and ensuring effective management of compliance risks in line with regulatory expectations.

Separate meetings between the Chief Compliance Officer and the Board of Directors

Separate meetings between the Chief Compliance Officer and the Board of Directors, without the presence of Management, were enabled to facilitate free and frank discussion amongst them. The meetings were held on May 05, 2025, September 20, 2025, December 17, 2025 and March 10, 2026.

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

The Company has implemented a Compliance Risk Assessment Framework and Compliance Testing Programme ('CRAFT') in accordance with RBI requirements. The framework enables systematic identification, assessment, monitoring and reporting of compliance risks across business functions and supports the effectiveness of the compliance management framework through periodic testing and review mechanisms.

Business Continuity Policy

The Company has established a comprehensive Business Continuity Policy and related processes to

ensure operational resilience and continuity of critical business functions during unforeseen disruptions. The framework includes identification of critical processes, business impact assessment, contingency planning, disaster recovery arrangements, periodic testing and continuous monitoring mechanisms to safeguard the interests of customers, employees and other stakeholders.

The Company continues to invest in talent, technology, systems and processes to further strengthen its governance, compliance, risk management and control environment, thereby supporting sustainable growth and long-term value creation.

Internal Ombudsman

In compliance with the provisions of the Reserve Bank of India (Non-Banking Financial Companies - Internal Ombudsman) Directions, 2026 and other applicable regulatory requirements, the Company has instituted an Internal Ombudsman ('IO') mechanism to strengthen its grievance redressal framework and ensure impartial review of customer complaints that are wholly or partially rejected by the Company.

During the financial year under review, consequent to the completion of the tenure of Mr. Pradeep Kumar as Internal Ombudsman, the Board approved the appointment of Mr. Suresh Iyer as the Internal Ombudsman of the Company for a fixed tenure of three (3) years commencing from September 1, 2025 and ending on August 31, 2028, subject to applicable regulatory requirements. To facilitate an orderly transition and continuity of the Internal Ombudsman function, both Internal Ombudsmen served concurrently during the period from September 1, 2025 to November 14, 2025. Thereafter, Mr. Suresh Iyer continues to serve as the Internal Ombudsman of the Company.

The Internal Ombudsman function operates independently of the business units and is entrusted with the review of customer complaints in accordance with the applicable regulatory framework. Periodic reports on complaints escalated to the Internal Ombudsman, including their disposal status, key observations and systemic issues identified, are placed before the Board of Directors for its review and oversight.

During the year under review, complaints referred to the Internal Ombudsman were reviewed and disposed of in accordance with the applicable regulatory framework. Based on the volume and trend of complaints handled during the year and the Company's assessment of the effectiveness of its grievance redressal mechanism, the Company reviewed the adequacy of the existing Internal Ombudsman framework and concluded that the current arrangement remains appropriate and effective for addressing customer grievances.

The Company has also constituted a Customer Service Grievance Committee ('CSGC') to strengthen customer service standards and oversee the effectiveness of the grievance redressal mechanism. The Internal Ombudsman is a permanent invitee/ member of the Committee and provides independent inputs on complaint trends, root-cause analysis and customer service-related concerns. The Committee plays a vital role in ensuring timely resolution of customer grievances, enhancing customer experience and reinforcing the Company's commitment towards fair treatment of customers and customer-centric business practices.

Capital Adequacy Ratio

As on March 31, 2026, the Company's Capital Adequacy Ratio (CAR), stood at 25.85% of the aggregate Risk Weighted Assets on balance sheet and Risk Adjusted Value of the off-balance sheet items, which is well above the regulatory requirement (minimum of 15%), providing much needed headroom for fund raising for business operations of the Company.

IRDA

During the year under review, the Company incorporated a wholly owned subsidiary, Capri Global Insurance Brokers Private Limited (CIN: U66220MH2025PTC461727), on December 2, 2025, as part of its strategic initiative to expand and strengthen its presence in the insurance distribution and advisory business.

The subsidiary proposes to undertake insurance broking, advisory and consultancy services across various segments, including life, health, motor, marine, property and specialty insurance products, subject to obtaining the requisite registration and licence from the Insurance Regulatory and Development Authority of India ('IRDAI').

The Company presently operates as a Corporate Agent in accordance with the applicable IRDAI regulations and continues to comply with all applicable regulatory requirements. Upon receipt of the requisite insurance broking license by Capri Global Insurance Brokers Private Limited and completion of the necessary regulatory formalities, the Company proposes to surrender its existing Corporate Agency license and transition the insurance distribution business to the subsidiary, subject to applicable regulatory approvals and conditions.

The proposed transition is expected to provide greater operational focus and enable the insurance business to be carried out through a dedicated entity, thereby enhancing the Company's ability to offer a comprehensive range of insurance and risk management solutions to its customers while ensuring compliance with the applicable regulatory framework.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company believes that an effective and diverse Board is essential for fostering sound governance and sustainable business growth. The Board comprises individuals with diverse skills, expertise, industry knowledge and experience, enabling effective oversight and strategic guidance to the Company.

As on March 31, 2026, the Board of Directors comprised of six Directors, including a Woman Director and five Independent Directors. The composition of the Board is in compliance with the provisions of the Companies Act, 2013, ('the Act'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), and the applicable guidelines issued by the Reserve Bank of India ('RBI') for Non-Banking Financial Companies.

The details of the Directors and Key Managerial Personnel of the Company as on March 31, 2026 are set out below:

During the year under review, Mr. Desh Raj Dogra (DIN: 00226775) ceased to be an Independent Director of the Company upon completion of his term of office with effect from January 31, 2026.

The Board places on record its sincere appreciation for his valuable guidance and contribution during his tenure with the Company. The terms and conditions

of appointment of the Independent Directors are available on the website of the Company.

The Board is of the opinion that all the Independent Directors possess the requisite qualifications, experience, expertise, proficiency and integrity and fulfil the conditions of independence as prescribed under the Companies Act, 2013, the SEBI Listing Regulations and other applicable regulatory requirements.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Sharma (DIN: 00020037), Managing Director, retires by rotation at the ensuing Annual General Meeting ('AGM') and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the Members.

The requisite details of the Director seeking reappointment, as required under Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice convening the ensuing AGM.

All the Directors of the Company have confirmed that they are not disqualified from being appointed or continuing as Directors in terms of Section 164 of the Companies Act, 2013.

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

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013 and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company are eminent persons and possess requisite qualifications, integrity, expertise and experience (including the proficiency). As required under Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have confirmed that they have registered their names with the data bank maintained by the Indian Institute of Corporate Affairs and they have either undertaken the online proficiency self-assessment test or are exempted therefrom.

Key Managerial Personnel ('KMPs')

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following were the Key Managerial Personnel ('KMPs') of the Company as on March 31, 2026:

¦ Mr. Rajesh Sharma - Managing Director

¦ Mr. Kishore Lodha - Chief Financial Officer

¦ Mr. Yashesh Bhatt - Company Secretary

Changes in Key Managerial Personnel

During the year under review, Mr. Partha Chakraborthi resigned from the position of Chief Financial Officer of the Company and ceased to be a Key Managerial Personnel with effect from the close of business hours on August 1, 2025. The Board places on record its appreciation for his valuable contribution and services rendered during his tenure with the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Kishore Lodha as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 1, 2025.

Further, Mr. Monu Ratra was appointed as the Chief Executive Officer ('CEO') and designated as a Key Managerial Personnel and Senior Management Personnel with effect from October 7, 2025. Subsequently, he tendered his resignation from the position of CEO, which became effective from January 19, 2026 and his last working day was January 31, 2026.

Senior Managerial Personnel:

The brief details of the Senior Managerial Personnel as on March 31, 2026 and changes thereto are provided in the Corporate Governance Report, forming part of this Annual Report.

Fit and Proper Criteria & Code of Conduct

The Company has in place a Fit and Proper Policy for Directors in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), and the guidelines prescribed by the Reserve Bank of India ('RBI'). The Company has obtained the requisite declarations, undertakings and confirmations from the Directors and has carried out the annual assessment of the fit and proper status of its Directors in accordance with the applicable regulatory requirements.

All Directors and members of Senior Management Personnel have affirmed compliance with the Code of Conduct adopted by the Company pursuant to the SEBI Listing Regulations. Further, the Independent Directors have confirmed compliance with the

Code for Independent Directors as prescribed under Schedule IV to the Companies Act, 2013.

Policy On Directors' Appointment and Remuneration/Compensation For Directors, Senior Management Personnel, Key Managerial Personnel And Other Employees

Pursuant to the provisions of Section 134(3)(e) read with Section 178 of the Companies Act, 2013 ('the Act') and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has in place a Nomination and Remuneration Policy which, inter alia, sets out the criteria for determining qualifications, positive attributes and independence of Directors, as well as the framework for identification, appointment and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

The Policy also provides for succession planning for the Board and Senior Management positions to ensure continuity of leadership and effective governance.

During the financial year under review, the Policy was amended with effect from June 30, 2025, to incorporate Environmental, Social and Governance ('ESG') linked Key Performance Indicators ('KPIs') into the performance evaluation framework and executive scorecards as part of a phased approach. This initiative reflects the Company's commitment to sustainable value creation, alignment with evolving industry practices and preparedness for emerging governance and disclosure expectations.

The Nomination and Remuneration Policy is available on the Company's website and can be accessed at https://www.capriloans.in/cms/investor-presentation/ FY%202026%20-%20202 7/CQR PORATE%2 0 GOVERNANCE/Corporate%2 0Governance%2 0 Policies/NRC Policy -8 th -July-2026.pdf .

The salient features of the Policy are provided in the Corporate Governance Report forming part of this Annual Report.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 ('the Act'), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), and the Nomination and Remuneration Policy of the Company, the Board has adopted a framework for evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson.

The annual performance evaluation exercise for FY2025-26 was conducted in accordance with the applicable provisions of the Act, the SEBI Listing Regulations, the Code for Independent Directors and the criteria and methodology approved by the Nomination and Remuneration Committee ('NRC'), as set out below:

The evaluation criteria and methodology are aligned with the Guidance Note on Board Evaluation issued by SEBI vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017.

Outcome and results of the performance evaluation

All Directors as on March 31, 2026 participated in the performance evaluation process. The Directors expressed satisfaction with the evaluation framework and the assessment criteria adopted by the Company.

The outcome of the evaluation reflected a high level of engagement and effectiveness of the Board and its Committees in discharging their responsibilities, providing strategic direction, overseeing risk and governance matters and supporting the Management in achieving the Company's objectives.

A separate meeting of the Independent Directors was held during the year on April 15, 2026 for FY26, without the presence of the Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non-Independent Directors, the Chairperson, the Board as a whole and the quality, quantity and timeliness of information flow between the Management and the Board.

The results of the evaluation were shared with the Board, the Chairpersons of the respective Committees and the individual Directors. Based on the feedback received, the Board identified areas for continuous improvement and agreed upon appropriate action plans to further enhance its effectiveness. The Company also implemented the recommendations arising from the previous year's evaluation exercise.

Familiarisation Programme for Directors

Your Company, on an ongoing basis strives to keep the Board, specifically the Independent Directors informed and updated with matters related to the industry and business environment in which we operate, our business model, risk metrices, mitigation and management, ever evolving governing regulations, information technology including cyber security, their roles, rights and responsibilities and any other major developments and updates.

All Independent Directors are taken through a detailed induction and familiarisation programme, that covers the history, background, cultures, values, organizational structures, board procedures and overview of the business operations of the Company, as applicable. The Company has also provided directors with a reference manual (such as Code of Conduct) which, inter alia, covers the roles, functions, powers and duties of the directors, disclosures and declarations to be submitted by directors and various codes and policies of the Company.

The induction and ongoing programmes enable the Independent Directors to take better informed and conscious decisions, in the best interests of the stakeholders of the Company.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the SEBI Listing Regulations'), the Company has during the year conducted familiarization programme through briefings at Board/ Committee meetings for all its Directors including Independent Directors.

Details of familiarization programs imparted to the Independent Directors during the financial year under review in accordance with the requirements of the SEBI Listing Regulations are available on the Company's website and can be accessed at the weblink: https:// www.capriloans.in/documents/more-reports and is also provided in the Corporate Governance Report forming part of this Annual Report.

Board Diversity and Inclusion

The Board recognises that diversity and inclusion are fundamental to effective governance, robust decisionmaking and sustainable value creation. The Company believes that an appropriately diverse Board brings a broader range of perspectives, experiences and insights, enabling it to better serve the interests of stakeholders and support the Company's long-term strategic objectives.

During the year under review, the Board approved amendments to the Board Diversity Policy to further strengthen its commitment to diversity and inclusion. The revised Policy broadens the diversity framework by expressly recognising diversity across multiple dimensions, including gender, race or ethnicity, nationality, country of origin, cultural background, skills, experience, knowledge and professional expertise.

In accordance with the revised Policy, the Nomination and Remuneration Committee is required to consider diversity factors, including gender, race or ethnicity, and nationality, country of origin and cultural background, in every Board nomination, appointment and re-appointment process. The Policy also reinforces the Company's commitment to maintaining and progressively enhancing gender diversity on the Board and its Committees, while promoting diversity of perspectives arising from varied ethnic, geographic and cultural backgrounds.

The Policy further requires the Board to collectively possess an appropriate mix of competencies and experience in areas relevant to the Company's business and strategic priorities, including banking and financial services, NBFC regulations, credit and risk management, finance and accounting, audit, legal and regulatory compliance, information technology and cyber security, digital transformation, artificial intelligence, ESG and sustainability, human capital management and corporate governance.

The Nomination and Remuneration Committee periodically reviews the Board's skills matrix to ensure alignment with the Company's evolving business requirements.

The Board Diversity Policy also incorporates the applicable requirements relating to Board composition and committee constitution under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable directions issued by the Reserve Bank of India.

The Board Diversity Policy is available on the Company's website and can be accessed at https:// www.capriloans.in/documents/more-reports . Further details regarding Board diversity, Board composition and the key skills, expertise and competencies of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

Meetings

During the financial year, Nine meetings of the Board of Directors were held on the following dates: May 5, 2025; June 30, 2025; August 1, 2025; September 20, 2025; October 4, 2025; October 29, 2025; December 17, 2025, January 29, 2026; and March 10, 2026.

A calendar of Board and Committee meetings is prepared and circulated in advance to enable

Directors to plan their schedules and ensure meaningful participation.

Detailed information on the meetings of the Board and its Committees, the Postal Ballot conducted, and the Annual General Meeting (AGM) is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Constitution of various Committees

As part of its governance framework and in compliance with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable directions issued by the Reserve Bank of India and other applicable laws, the Board has constituted various Committees to assist it in the effective discharge of its responsibilities and to strengthen oversight across key functional areas.

During the year under review, the Company continued to maintain a robust committee structure. Further, the Board constituted the Special Committee of the Board for Monitoring and Follow-up of Cases of Frauds (SCBMF) on March 10, 2026. The composition of the IT Strategy Committee was also reviewed and aligned with the applicable regulatory requirements and observations received from the Reserve Bank of India.

The composition of the Committees of the Board as on March 31, 2026 was as under:

* Mr. Desh Raj Dogra, Independent Director, completed his tenure and ceased to be a Director and member of the respective Committees with effect from the close of business hours on January 31, 2026.

** Mr. Shishir Priyadarshi was inducted as a Member of the Nomination and Remuneration Committee with effect from March 10, 2026 and as a Member of the Customer Service Grievances Committee with effect from February 11, 2026. Further, Dr. Nupur Mukherjee was inducted as a Member of the Wilful Defaulter Review Committee with effect from March 10, 2026.

*** Subsequent to the close of the financial year, the Board reviewed and reconstituted the IT Strategy Committee to align its composition with the applicable regulatory requirements and observations received from the Reserve Bank of India and accordingly these members are not forming part of the IT Strategy Committee.

Detailed information relating to the Board and Committee composition, terms of reference, number of meetings held during FY2025-26 and attendance of members thereat is provided in the Corporate Governance Report forming part of this Annual Report and is also available on the Company's website at Capri Global Corporate Governance Information.

BOARD POLICIES

The Board of Directors have approved and adopted all the policies as required under the Act and Securities and Exchange Board of India (SEBI) regulations and RBI Directions. All the policies are uploaded on Company's website at https://www.capriloans.in .

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure;

b) they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

AUDITORS

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act'), the rules made thereunder and the applicable directions issued by the Reserve Bank of India ('RBI'), the Members of the Company at the 30 th Annual General Meeting ('AGM') had appointed M/s. MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), as the Statutory Auditors of the Company for a term of three years, commencing from the conclusion of the 30 th AGM until the conclusion of the 33 rd AGM.

During the year under review, M/s. MSKA & Associates, Chartered Accountants, converted from a partnership firm into a Limited Liability Partnership ('LLP') under the provisions of the Limited Liability Partnership Act, 2008 and

is now known as M/s. MSKA & Associates LLP, Chartered Accountants (ICAI Firm Registration No. W101187; erstwhile Firm Registration No. 105047W).

The Company has been informed that consequent upon such conversion there has been no change in the audit responsibilities of the Statutory Auditors and the conversion does not constitute resignation of the existing auditor or appointment of a new auditor and the audit engagement continues uninterrupted on the same terms and conditions.

M/s. MSKA & Associates LLP, Chartered Accountants, have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India ('ICAI') and hold a valid Peer Review Certificate issued by the Peer Review Board of ICAI.

In accordance with the RBI Circular No. RBI/2021-22/25 dated April 27, 2021 on

appointment of Statutory Central Auditors/ Statutory Auditors of Commercial Banks, UCBs and NBFCs, Non-Banking Financial Companies having an asset size of RS.15,000 Crore or more are required to appoint a minimum of two Joint Statutory Auditors.

Accordingly, based on the recommendation of the Audit Committee and approval of the Board, the Members at the 31 st AGM approved the appointment of M/s. Singhi & Co., Chartered Accountants, as one of the Joint Statutory Auditors of the Company for a term of three consecutive financial years, commencing from the conclusion of the 31 st AGM until the conclusion of the 34 th AGM.

M/s. MSKA & Associates LLP, Chartered Accountants and M/s. Singhi & Co., Chartered Accountants jointly conducted the statutory audit of the financial statements of the Company for the financial year ended March 31, 2026.

The Statutory Auditors have issued an unmodified audit opinion on the standalone and consolidated financial statements of the Company for FY2025-26. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The notes forming part of the financial statements referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Act.

Adoption of Policy for appointment of Statutory Auditors

In compliance with the Reserve Bank of India Guidelines dated April 27, 2021, the Company has in place a Policy for appointment of Statutory Auditors of the Company.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ('the Act') read with the rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company is required to undertake Secretarial Audit and obtain a Secretarial Audit Report from a Practicing Company Secretary.

Based on the recommendation of the Board of Directors, the Members of the Company at the 31 st Annual General Meeting ('AGM') approved the appointment of M/s. Sandeep P. Parekh & Co., Company Secretaries (COP No. 7693), as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the conclusion of the 31 st AGM until the conclusion of the 36 th AGM.

C. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ('the Act') read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), M/s. Sandeep P. Parekh & Co., Practicing Company Secretaries, conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026.

The Secretarial Audit Report for FY2025-26 forms part of this Annual Report and is annexed herewith as Annexure II(A). The Report confirms compliance by the Company with the applicable provisions of the Act, the SEBI Regulations and the circulars and guidelines issued thereunder. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with Regulation 24A of the SEBI Listing Regulations, Secretarial Audit was also conducted for the Company's material subsidiary, namely Capri Global Housing Finance Limited for the financial year ended March 31, 2026. The said audit was carried out by M/s. Sandeep P. Parekh & Co., Practicing Company Secretaries.

The Secretarial Audit Report of the aforesaid material subsidiary is annexed to this Annual Report as Annexure II(B). The said report do not contain any qualification, reservation, adverse remark or disclaimer.

Annual Secretarial Compliance Report with additional confirmations on compliances

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has obtained the

Annual Secretarial Compliance Report ('ASCR') for FY2025-26 from M/s. Sandeep P. Parekh & Co., Practicing Company Secretaries.

The ASCR includes the additional confirmations prescribed by the Stock Exchanges in respect of compliance with applicable SEBI Regulations and circulars, including matters relating to the SEBI (Prohibition of Insider Trading) Regulations, 2015, Related Party Transactions, statutory disclosures, material event disclosures, policy updation requirements and other applicable regulatory compliances.

The ASCR for FY2025-26 has been duly submitted to the Stock Exchanges within the prescribed timelines.

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

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Act during FY2025, the Company has adhered with the applicable provisions of the Secretarial Standards ('SS-1' and 'SS-2') relating to 'Meetings of the Board of Directors' and 'General Meetings' issued by the Institute of Company Secretaries of India ('ICSI') and notified by Ministry of Corporate Affairs ('MCA').

D. Maintenance of Cost Records

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148(1) of the Companies Act, 2013 ('the Act') read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and hence such accounts and records were not required to be maintained by the Company.

E. Internal Auditors

The internal audit function of the Company is overseen by the Head Internal Audit ('HIA'), who operates independently of the management and reports functionally to the Audit Committee and the Risk Management Committee of the Board.

Mr. Chirag Shah was appointed as the HIA of the Company by the Board of Directors at its meeting held on May 5, 2025. During the year under review, considering the expanding scale of operations and the increasing complexity of

the audit function across the Group, Mr. Shah expressed his intention to relinquish his role as HIA of the Company while continuing in the same capacity with Capri Global Housing Finance Limited. Accordingly, his resignation as HIA of the Company became effective from the close of business hours on December 16, 2025.

Based on the recommendations of the Audit Committee and the Nomination and Remuneration Committee, the Board appointed Mr. Zoheb Sheikh as the HIA of the Company with effect from December 17, 2025, for a term of three years, ensuring continuity and effectiveness of the internal audit function.

The Company maintains an independent in-house internal audit function led by the HIA. The internal audit framework adopts a risk-based approach and provides objective assurance on the adequacy and effectiveness of internal controls, governance processes, risk management practices and regulatory compliance across the organization. The framework supports the Company's commitment to strong governance standards and is aligned with applicable regulatory requirements and industry best practices.

F. Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instance of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013 ('the Act') and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has established and maintained adequate internal financial controls with reference to its Financial Statements, commensurate with the nature, size and complexity of its operations. The Company employs industry-standard technology platforms and systems for business operations, accounting and financial reporting, with appropriate controls relating to authorisation, segregation of duties, record maintenance and transaction processing.

The internal financial control framework is aligned with the Internal Control - Integrated Framework: 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and is designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The effectiveness of the internal financial controls is periodically reviewed by the Management through a structured control assessment process. The risk control matrices are reviewed on a periodic basis and key controls are tested to evaluate their operating effectiveness. The Statutory Auditors have also reviewed the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting as required under the Companies Act, 2013.

Based on the assessment carried out during the year under review, the Board is of the opinion that the Company has adequate internal financial controls and that such controls were operating effectively as at March 31, 2026. No material weakness in the design or operation of such controls was observed during the year.

Internal Audit Framework

The Company has an independent in-house Internal Audit function headed by the Head Internal Audit ('HIA'), who reports functionally to the Audit Committee and the Risk Management Committee of the Board. The Internal Audit function adopts a risk- based approach and provides objective assurance on the adequacy and effectiveness of internal controls, governance processes, risk management practices and regulatory compliance across the organization.

The Company has implemented a Risk Based Internal Audit ('RBIA') framework in accordance with the applicable guidelines issued by the Reserve Bank of India. The annual internal audit plan is approved by the Audit Committee and is designed to evaluate the effectiveness of internal controls, operational processes, information systems, regulatory compliance and risk management practices.

The significant audit observations, together with the status of corrective actions undertaken by the management, are periodically reviewed by the Audit Committee, IT Strategy Committee & Risk Management Committee.

Separate meetings between the Head of Internal Audit and the Audit Committee

Separate meetings between the Head of Internal Audit and the Audit Committee, without the presence of Management, were enabled to facilitate free and frank discussion amongst them. The meetings were held on May 03, 2025, August 01, 2025, October 29, 2025 and January 29, 2026.

Risk Management

Risk management forms an integral part of the Company's business and decision-making process. The Company has a comprehensive Risk Management Framework and Policy to identify, assess, monitor and mitigate various risks that may impact its business objectives, including credit risk, market risk, liquidity risk, operational risk, information security risk, compliance risk and emerging risks.

The Risk Management Committee ('RMC') of the Board oversees the implementation and effectiveness of the risk management framework and periodically reviews the Company's risk profile, risk appetite, key risk indicators and mitigation measures. The Company has also constituted an Asset Liability Management Committee ('ALCO') to monitor and manage liquidity and interest rate risks.

In accordance with the applicable provisions of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, the Company has adopted an Internal Capital Adequacy Assessment Process ('ICAAP') Framework to ensure the availability of adequate capital to support its business activities and risk profile. The ICAAP framework enables the Company to assess material risks, evaluate capital requirements and strengthen its overall risk management practices.

The Chief Risk Officer ('CRO') oversees the risk management function and regularly apprises the RMC and the Board on the Company's risk profile, key risk exposures, mitigation measures and emerging risks. The details of the RMC and its meetings are provided in the Corporate Governance Report forming part of this Annual Report.

The Company's risk management framework is further discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Separate meetings between the Chief Risk Officer and the Board of Directors

Separate meetings between the Chief Risk Officer and the Board of Directors, without the presence of Management, were enabled to facilitate free and frank discussion amongst them. The meetings were held on May 05, 2025, August 01, 2025, October 29, 2025 and January 29, 2026.

CYBER SECURITY

The Company continues to strengthen its cyber security and information security framework through a combination of governance mechanisms, policies, processes, technology solutions and continuous monitoring systems. The framework is designed to identify, assess, monitor and mitigate cyber security risks across the Company's digital ecosystem.

The Company undertakes periodic vulnerability assessments, penetration testing, cyber security reviews and threat monitoring activities to enhance its resilience against evolving cyber threats. Cyber security

risks are regularly reviewed by the management and reported to the appropriate Board-level committees in line with the applicable regulatory requirements and industry best practices.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility ('CSR') Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 ('the Act'). The CSR Policy of the Company, inter alia, sets out the guiding principles for undertaking CSR initiatives, the scope of activities that may be undertaken by the Company in accordance with Schedule VII of the Act, the composition and responsibilities of the CSR Committee, the criteria for selection of CSR projects, the implementation framework and the monitoring mechanism for CSR programmes and activities.

The CSR Policy forms part of this Annual Report as Annexure III(A). The composition of the CSR Committee and its terms of reference are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, the Company did not incur any excess expenditure on CSR activities that would be eligible for set-off against future CSR obligations in accordance with the applicable provisions of the Act and the rules made thereunder.

The Annual Report on CSR Activities for FY2025-26, containing the disclosures prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Annual Report. The said report forms part of this Report and is annexed hereto as Annexure lll(B).

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure IV.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection and any Member interested in obtaining such information may write an email to the Company Secretary at secretarial@capriglobal.in and the same will be furnished on such request.

The Board of Directors affirm that the remuneration paid to employees of the Company is as per the Remuneration Policy of the Company and none of the employees listed in the said Annexure/information is related to any Director of the Company.

INDUSTRIAL RELATIONS

The Company continued to maintain cordial and harmonious industrial relations across its operations during the year under review.

The Company remains committed to fostering an inclusive, collaborative and performance-driven work culture. Various employee engagement and development initiatives were undertaken during the year to enhance employee experience, promote talent development and strengthen organizational effectiveness. These initiatives included programmes focused on leadership development, employee recognition, diversity and inclusion, and capability building across various levels of the organization.

The Company also continued to conduct regular training and awareness programmes on key areas such as the Code of Conduct, Prevention of Sexual Harassment (POSH), Anti-Bribery and Anti-Corruption (ABAC), Human Rights, information security and regulatory compliance, thereby reinforcing a culture of integrity, accountability and ethical business conduct.

The Human Resources and Employee Relations functions play a key role in fostering employee engagement, promoting a positive workplace environment and supporting the Company's longterm growth objectives.

OCCUPATIONAL HEALTH AND SAFETY

The Company is committed to providing a safe, healthy and secure work environment for its employees and other stakeholders. The Occupational Health and Safety ('OH&S') Policy of the Company provides the framework for identifying, assessing and managing workplace health and safety risks and promoting employee well-being.

The Company continues to strengthen its OH&S practices through implementation of appropriate safety protocols, periodic risk assessments, awareness programmes and training initiatives. Employees are regularly sensitised to health and safety requirements to ensure a safe and responsible workplace.

Health and safety considerations are integrated into the Company's operational processes and decisionmaking framework. The Company periodically reviews its OH&S measures and undertakes necessary actions to enhance workplace safety and employee well-being.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961

The Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

Eligible women employees are provided maternity benefits in accordance with applicable statutory requirements, including maternity leave and other related benefits as prescribed under the Act. The Company remains committed to fostering an inclusive, equitable and supportive workplace that promotes the well-being and professional growth of its employees.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has adopted a Policy on Related Party Transactions ('RPT Policy') in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), and the applicable directions and guidelines issued by the Reserve Bank of India.

The RPT Policy lays down the framework and processes for identification, approval, review, monitoring and disclosure of related party transactions and is intended to ensure that all such transactions are undertaken in compliance with the applicable legal and regulatory requirements. The Audit Committee and the Risk Management Committee periodically reviews the related party transactions entered into by the Company. The Policy may be accessed at https://www.capriloans. in/cms/investor-presentation/FY%202026%20-%20 2027/CORPORATE%20GOVERNANCE/Corporate%20 Governance%20Policies/2.-RPT-Policy-30.04.2026. pdf

The Company has also established appropriate internal controls and standard operating procedures for identification, evaluation, approval and monitoring of related party transactions. All related party transactions are placed before the Audit Committee and the Risk Management Committee for its review and approval, as applicable.

The Company has complied with the applicable provisions relating to Related Party Transactions under the RBI (NBFC-Governance) Directions, 2025, the SEBI Listing Regulations and the Companies Act, 2013.

During the financial year under review, all related party transactions entered into by the Company were in the ordinary course of business and on an arm's length basis. The Company did not enter into any material related party transaction that could have a

potential conflict with the interests of the Company at large.

Accordingly, the disclosure of related party transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

The details of related party transactions as required under the applicable accounting standards are disclosed in Note 54 to the Standalone Financial Statements forming part of this Annual Report.

Further, the Company has not entered into any transaction with any person or entity belonging to the promoter/promoter group holding 10% or more shareholding in the Company that requires disclosure under Schedule V of the SEBI Listing Regulations.

ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return for financial year ended March 31, 2026, can be accessed on our website at https://www.capriloans.in/ documents/more-reports

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the applicable provisions of the Master Direction- Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions, 2023 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Company believes that sound corporate governance is fundamental to sustainable value creation and long-term stakeholder trust. The Board remains committed to upholding the highest standards of corporate governance through ethical business conduct, transparency, accountability and responsible decision-making.

The Company's corporate governance framework is guided by its core values and is designed to promote integrity, fairness and transparency in all its dealings with shareholders, customers, employees, regulators and other stakeholders. The Board continuously strives to strengthen governance practices in line with evolving regulatory requirements and industry best practices.

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ('SEBI Listing Regulations'), a separate Report on Corporate Governance forms part of this Annual Report. The requisite certificate from the Secretarial Auditors confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is annexed to the Report on Corporate Governance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, the Business Responsibility and Sustainability Report ('BRSR') for FY2025-26 forms part of this Annual Report as Annexure V. The BRSR outlines the Company's performance and initiatives across environmental, social and governance ('ESG') parameters and can also be accessed on the Company's website.

The Company remains committed to integrating sustainability considerations into its business strategy and operations. During the year, the Board continued to oversee the Company's ESG agenda and initiatives aimed at creating long-term value for stakeholders while promoting responsible and sustainable business practices. The Company's ESG framework is supported by appropriate governance mechanisms and expert guidance to strengthen its focus on environmental stewardship, social responsibility and effective governance.

Below is the statement by the Managing Director, who is responsible for the Business Responsibility Report.

I am delighted to highlight our significant progress in Environmental, Social and Governance (ESG) practices. Over the past year, we have successfully navigated evolving regulatory requirements, developed and implemented robust new ESG policies, and ensured comprehensive employee training on these initiatives. We are particularly proud of our targeted initiatives that foster an inclusive workplace, ensuring everyone is valued and included. Looking ahead, we are excited to enhance our regulatory compliance, further strengthen our ESG policies as per evolving landscapes, provide ongoing training, and intensify our efforts to promote diversity and inclusion. Our journey towards sustainability continues with unwavering commitment and ambitious targets, setting a positive trajectory for the future.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company is committed to maintaining the highest standards of ethical conduct, integrity and transparency in its operations. In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle Blower Policy.

The Whistle Blower Policy provides a formal mechanism for Directors, employees and other stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Company's Code of Conduct, regulatory non-compliances or any other improper practices. The Policy provides adequate safeguards against victimisation of whistle blowers and ensures protection of the identity and confidentiality of persons reporting such concerns.

The mechanism also provides direct access to the Chairperson of the Audit Committee in appropriate cases. The Whistle Blower Policy is available on the Company's website at https://www.capriloans.in/ documents/more-reports

The Audit Committee periodically reviews the functioning of the Vigil Mechanism. During the year under review, no person was denied access to the Chairperson of the Audit Committee. Complaints received under the Whistle Blower mechanism, wherever applicable, were reviewed by the Audit Committee on quarterly basis and appropriate actions were taken in accordance with the provisions of the Policy.

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

The Company is committed to providing a work environment that is safe, respectful, inclusive and free from all forms of discrimination and harassment. The Company firmly believes in promoting a workplace culture that upholds the dignity, equality and wellbeing of all employees.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') and the rules made thereunder, the Company has in place a comprehensive Policy on Prevention of Sexual Harassment and has constituted Internal Committees at appropriate locations for addressing complaints received under the POSH framework.

The Policy applies to all employees, including permanent employees, contractual employees,

trainees, interns and other persons covered under the provisions of the POSH Act. Regular awareness and sensitisation programmes are conducted to promote a respectful workplace and to create awareness regarding the rights and responsibilities of employees under the Policy.

The Company remains committed to ensuring equal opportunity and maintaining a workplace free from sexual harassment and gender-based discrimination. The Policy may be accessed at https://www.capriloans. in/wp-content/uploads/2024/07/01123210/Anti- Sexual-Harrasment-Policy CGCL.pdf

Your Company has adopted zero tolerance for sexual harassment at workplace and has formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place in line with the provisions of the POSH Act and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. Your Company has complied with provisions relating to the constitution of Internal Committee under the POSH Act.

Pursuant to the POSH Act, the details of the total reported and closed cases pertaining to incidents under the above framework/ law are as follows:

Number of cases filed during the financial year: NIL

Number of cases disposed during the financial year: NIL

Numbers of cases pending as on March 31, 2026: NIL

INVESTOR RELATIONS (IR)

The Company remains firmly committed to fostering trust, transparency and long-term engagement with its investors and the analyst community, while aligning with global best practices in Investor Relations. During FY2026, the Company actively engaged with a wide spectrum of domestic and international investors and analysts through various forums including conferences, one-on-one and group meetings conducted both virtually and in person, excluding quarterly earnings calls, analyst meets, and specific event-based interactions .

All investor-focused events conducted during the year, including quarterly earnings calls, analyst meetings, and product launches, were well-attended and received positively by the investment community. The senior leadership, including the Managing Director and the Head - Investor Relations & Treasury, played a central role in addressing investor queries and articulating the Company's strategic direction across key areas such as:

¦ Capital allocation framework

¦ Strengthening market leadership

¦ Scaling high-potential business verticals ('Growth Gems')

¦ ESG initiatives and sustainability roadmap

The Company continues to ensure timely and transparent communication by providing critical updates and relevant disclosures through its investor section on the corporate website.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being engaged in the financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. Nevertheless, the Company is vigilant on the need for conservation of energy.

During the FY2026, the Company's foreign exchange earnings were NIL and outgo was RS.48.34 Million as against RS.19.44 Million in the previous year.

DEPOSITORY SYSTEM

The equity shares of the Company are compulsorily tradable in electronic form as per the applicable regulatory requirements. As on March 31, 2026, out of the total paid-up equity share capital comprising 96,21,53,962 equity shares of RS.1 each, only 13,010 equity shares were held in physical form, with the remaining shares held in dematerialised form.

Pursuant to the exercise of options by employees, the Company allotted 5,18,840 equity shares of RS.1 each on November 6, 2025.

Further, during the financial year, the Company successfully completed an allotment under the Qualified Institutional Placement (QIP) on June 12, 2025, wherein 13,65,18,770 equity shares were issued at a price of RS.146.50 per share (including a face value of RS.1 per share).

Consequently, the paid-up equity share capital of the Company, post all aforementioned allotments, stands at RS.96,21,53,962/-, comprising 96,21,53,962 equity shares of RS.1 each. The number of Equity Shares held in physical form decreased from 13,350 Equity Shares to 13,010 Equity Shares as on March 31, 2026.

In line with circulars issued by the Securities and Exchange Board of India (SEBI), requests for transfer of securities are processed only if the securities are held in dematerialised form with the depositories. Moreover, transmission and transposition of securities, whether held in physical or dematerialised form, are also effected only in dematerialised mode. Accordingly, shareholders holding securities in physical form are

advised to dematerialise their holdings at the earliest to enable smooth transactions and compliance with regulatory guidelines.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

The Company being a Non-Banking Finance Company, the provisions of Section 186 of the Companies Act, 2013 pertaining to granting of loans to any persons or bodies corporate and giving of guarantees or providing security in connection with loans to any other bodies corporate or persons are not applicable to the Company.

As regards investments made by the Company, the details of the same are provided under Notes in the Financial Statements of the Company for the year ended March 31, 2026, forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2025-26, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. Further, no penalties of material nature have been levied by the SEBI, RBI or any other regulator during the year under review.

LISTING

Equity shares of your Company are listed on The National Stock Exchange of India Ltd. and BSE Ltd. Your Company has paid required listing fees to Stock Exchanges for FY2026.

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

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(' SEBI Listing Regulations'), the certificate, as prescribed in Part B of Schedule II of the SEBI Listing Regulations, has been obtained from Mr. Rajesh Sharma, Managing Director and Mr. Kishore Lodha, Chief Financial Officer for FY2026 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure VI and forms part of this Report.

POLICIES

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

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

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

DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the financial year. Therefore, disclosure of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

AWARDS AND RECOGNITION

In the financial year 2025-26, Capri Loans (Capri Global Capital Ltd) received several prestigious accolades, underscoring its excellence in brand value, sustainability, and workplace culture.

- 'Best AI / Machine Learning initiative, Best Compliance initiative & Best New Application Development Awards' by Banking Frontiers at the NBFCs Tomorrow and DNA Awards 2025;

- 'Best Innovation in CX' at the India CX Summit & Awards 2025;

- 'Best Brands - 2024' award at the ET Now Best Brands Conclave 2024;

- 'Great Place to Work' by Great Place to Work Institution from 2022 to 2026;

- 'Best CSR Initiative in Non-Banking Finance Sector' at Bharat CSR & Sustainability Awards, 2025;

- 'Corporate Environment Excellence Award' by World Environment Council in January, 2026;

- 'Best 3 Education Support Initiatives of the year - 2025' given to Capri Foundation by Indian Social Impact Awards;

- 'Best TV Advertising Campaign for Tarakki Ke Haath' by Afaqs Bankfin 360 - Excellence in BFSI Marketing Awards 2025;

- 'Most Effective Moment Marketing Campaign for Kumbh Mela Wall' by Pitch Finovate BFSI Marketing Awards 2025;

COMPLIANCE MANAGEMENT

The Company has adopted a compliance management tool viz. Compliance Insight Portal by PWC which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations. Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted by the Managing Director to the Board.

ETHICS

Your Company practices a culture that is built on core values and ethical governance practices. Your

Company is committed to integrity and transparency in all its dealings and places high emphasis on business ethics. The Board and the Committees of your Company exercise its fiduciary responsibilities in the widest sense of the term and endeavour to enhance long-term shareholder value. The governance framework is anchored by clearly defined policies, procedures and covering areas such as anti-bribery and anti-corruption, Prevention of Sexual Harassment at Workplace and Whistle Blower Policy.

SUSTAINABILITY

Sustainability remains a key focus area for the Company, with a continued emphasis on integrating environmental, social and governance ('ESG') considerations into its business strategy, operations and decision-making processes.

During the year under review, the Company's ESG performance was assessed by various independent ESG rating and assessment agencies. Based on these assessments, the Company achieved an average ESG score of approximately 67, reflecting its commitment to sustainable business practices and responsible corporate governance.

The assessments recognised the Company's continued progress across key ESG dimensions, including environmental stewardship, social responsibility and governance excellence. The Company was also acknowledged for its robust risk management framework, transparent disclosure practices, responsible lending approach, strong governance standards and focus on creating sustainable longterm value for stakeholders.

The Company remains committed to further strengthening its ESG framework and enhancing sustainability performance in line with evolving stakeholder expectations, regulatory requirements and global best practices.

GENERAL DISCLOSURES

The Directors further state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

¦ There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

¦ There was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except Employee Stock Option schemes referred to in this Report;

¦ There was no raising of funds/issue of shares through Preferential Allotment, Public Issue, Rights Issue except Qualified Institutional Placement and NCD issuance through Public Issue & Private Placement;

¦ There was no buy back of the equity shares during the year under review;

¦ There were no voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase for which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013 ('the Act');

¦ There was no suspension of trading of securities of the Company on account of corporate action or otherwise;

¦ There was no revision made in the Financial Statements or the Board's Report of the Company;

¦ The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable. Disclosures as per NBFC regulations have been made in this Annual Report.

ACKNOWLEDGEMENT

At Capri, our business is deftly managed by an adroit set of leaders with global and diverse experience in the sector in order to accomplish the mission. The professionally equipped and technically sound management has set progressive policies and objectives, follows best practices, all with a plausible vision to take the Company ahead to the next level.

Having received external reassurance in all our commitments over the years, the Directors take this opportunity to place on record, their sincere appreciation for the Securities and Exchange Board of India, Reserve Bank of India, Insurance and Regulatory Development Authority of India, Ministry of Corporate Affairs, Registrar of Companies and all other Governmental and Regulatory Authorities, bankers, stock exchanges, financial institutions, depositories, analysts, advisors, local communities, customers, vendors, business partners, shareholders and investors forming part of the Capri family for their sustained support, admirable assistance and endless encouragement extended to the group at all levels. We would also like to express our earnest regard to all employees for their ardent enthusiasm and interminable efforts directed towards lodging significant and effective contributions to the continued growth of the Company.

Our heartiest gratitude is further undertaken to be rendered to all our stakeholders for their unflinching faith in the Company. We look forward for bestowal of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders and inscribe on the footprints of nation building for one of the fastest growing economies of the world. Your directors acknowledge the support extended by various stakeholders, from time to time.

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

Sd/-

Rajesh Sharma

Managing Director (DIN: 00020037)

Sd/-

S Ranganathan

Independent Director (DIN: 00125493)

Date: June 16, 2026 Place: Mumbai