Unifinz Capital India Ltd Directors Report

To,

The Members of

Unifinz Capital India Limited Chawla House, 3rd Floor, 19, Nehru Place, New Delhi-110019

Your Directors are pleased to present the 40th Annual Report on the business and operations of the Unifinz Capital India Limited (“the Com- pany or “UCIL") along with the Audited Finan- cial Statements for the financial year ended 31st

March, 2023.

FINANCIAL SUMMARY

The Companys financial performance for the year ended 31st March, 2023 is summarised below:

(Rs in Lac)

PARTICULARS	2022-23	2021-2022
Total Income
Earning before Finance Costs, Depreciation and amortization Expenses and Taxes	915.46	228.18
Less: Finance Charges	134.09	0.18
Depreciation & Amortization Expenses	55.91	1.46
Profit Before Tax	(84.02)	123.56
Less: Provision for Taxes	(28.98)	18.08
Profit After Taxes	(55.04)	105.48
Other Comprehensive Income	9.39	(153.31)
Total Comprehensive Income for the year	(45.65)	(47.83)

RSTATE OF COMPANY AFFAIRS

The Company has successfully completed its another year and marked turnover of Rs. 914.95 Lac. The Major key highlights are given below:

BUSINESS PERFORMANCE

a) Financial Highlight

Here are the key financial performance highlights of the Company for the Financial Year 2022-2023 to be presented to the shareholders:

• * Revenue from operations significantly grew to 914.95 lakh, representing a substantial increase of 865.04 lakh compared to the previous years figure of 49.91 lakh.

• The Profit before Tax shown at a loss of 84.02 in the current year as compared to profit 123.56 lakh in the previous year.

• EAT loss is recorded at 355.04 lakh in the current year as compared to profit of 3105.48 lakh in the previous year.

Despite the uncertainties of the market and increased competition, your company has achieved substantial growth across key financial metrics during the financial year. This success can be attributed to our strong operating model, unwavering focus on our long-term business plan, and our dedicated commitment to serving our customers.

In the face of challenging circumstances, your company has managed to achieve impressive revenue growth. This achievement is a testament to the resilience and determination of our team. We firmly believe that our company is well-positioned for continued profitable growth, leveraging our solid fundamentals and unwavering dedication.

As we navigate through these challenging times, we remain committed to our strategic goals and delivering value to our shareholders. We appreciate your ongoing support and trust in our company. Together, we will forge ahead, overcome obstacles, and create a prosperous future.

BUSINESS BACKGROUND

Unifinz Capital India Limited (“Company” or “UCIL") formerly known as Shree Worstex Limited is a Non- Systemically ~~ Important, ~~ Non-Deposit taking Non-Banking Financial Company (“NBFC-ND-SI”), holding a Certificate of Registration bearing No. 14.00233 dated 11.04.2023, from the Reserve Bank of India (“RBI”). The Company is headquartered in Delhi and has a wide network of 3 offices across India. lendingplate is a growing renowned brand under Unifinz Capital India Limited, a leading credit-enabled financial technology platform. Leveraging our exclusive credit algorithm and the innovative social loan quotient, we provide immediate personal loans to employed millennials in a secure and convenient manner. In line with our commitment to expanding our customer base, we are pleased to announce that our company now offers loans to salaried individuals. This strategic expansion allows us to cater to a broader range of customers and meet their diverse financial needs.

At the heart of our product portfolio lies the Personal Loan, which holds immense significance. It serves as a vital financial solution for salaried individuals and families seeking credit facilities. Our streamlined process enables customers to provide the necessary documentation and receive loan approval within 30 minutes. These loan schemes are meticulously designed to provide effortless and timely financial assistance to our valued customers.

The flexibility of our offerings allows loans to be sanctioned for periods of up to 12 months. Moreover, we provide our customers with the option to foreclose the loan, empowering them with greater control over their financial obligations. As we continue to expand our reach and enhance our product offerings, lending plate remains dedicated to providing swift and reliable financial solutions to our customers, ensuring their financial well-being and satisfaction. b) Non-Financials

During the year, your Company continued to focus on strengthen its network expansion in the markets. Today, through the strategic initiatives carried out during the year, your Company captured 224 cities across over in India and still focusing on the rest of the parts. The exact no of states and cities were detailed hereunder:

North- 80 cities from 8 states covered in North Region.

West- 64 cities from 4 States covered in West Region.

South- 44 cities from 5 states covered in South Region.

East- 36 states from 3 states in East Region.

By setting the motive of “Best way to borrow” and serving 100% of happy customers with speedy disbursal process. With its philosophy of ‘Happy Customer and Best Service your Company regularly refreshed its product portfolio in line with consumer expectations. Training sessions and induction programme were conducted for the team members to enhance their skill-set and reinforce best practices in vogue.

Mobile App Expansion:

In line with our vision to provide convenient and accessible loan services, we embarked on a Tran formative journey by launching our mobile app on the Android platform play store in June, 2022. Recognizing the importance of catering to a wider customer base, we subsequently launched our mobile app on the iOS Appstore in January, 2023. Since then, we have witnessed a steady influx of customers, who have joined us and provided valuable positive feedback, validating our efforts.

Customer Satisfaction and Quality Service: We take great pride in our ability to service the complete loan cycle of our customers while maintaining a firm grip on quality. With a deep understanding of our customers needs and aspirations, we have strived to exceed their expectations at every touch point. It is during this financial year that the Company has implemented dedicated call centre and enabled dedicated, WhatsApp communication channels for all customers. The multitude of positive feedback that we have received is a testament to our dedication and reinforces our commitment to delivering exceptional experiences.

Digital Marketing:

In the dynamic fintech landscape, the integration of social media has become essential for sustainable growth. We have successfully established our products across various social media platforms, running various awareness programmes about our products and its benefits, enabling limitless opportunities for our customers to apply for loan at the click of button from the comfort of their home in a safe and easy manner.

Information Technology:

Our company boasts a highly skilled and specialized IT team, supported by state-of-the-art equipment. The enhancement of efficiency in processes across all our offices, which provide financial services nationwide, has been a top priority for our companys technology initiatives.

We have formulated an IT policy in accordance with the IT Policy Act, ensuring compliance and security in our operations. Our Board of Directors is committed to regularly reviewing and revising these policies to stay updated with the latest industry standards and

SHARE CAPITAL

Authorized Share Capital:

The Authorized Share Capital of your Company as on March 31, 2023 is 335,000,000 divided into 35,00,000 equity shares of T10/- each.

Issued, Subscribed and Paid-up Share Capital:

The Issued, Subscribed and Paid-up Share Capital of your Company is \3,14,00,000 divided into \31,40,000 equity shares of \10/- each.

MATERIAL CHANGES AND COMMITMENTS

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

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

As of the reporting date, the Company does not have any Holding, Subsidiary, Joint Venture, or Associate Company. Hence, the prescribed Form AOC-1 containing the salient features of the financial statements of subsidiaries, associate companies, and joint ventures is not included in this report.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the financial year ended 31st March, 2023, are prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

FINANCE

During FY 2022-23, the Company met its funding requirements through a Inter-Corporate Deposits ("ICDs").

DIVIDEND

The Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet out the deficiencies in working capital. The Direc- tors, therefore, do not recommend any dividend on

Equity Shares for the financial year 2022-23.

TRANSFER TO RESERVE

Under section 45-IC of Reserve Bank of India (RBI") Act, 1934, non-banking financial companies (NBFCs} are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Unfortunately, due to the loss incurred by our compa- ny, we have not been able to transfer any amount to our Special Reserve fund. We remain focused on improving our financial performance and aim to allocate funds to the reserve fund as soon as it becomes feasible.

DEPOSITS

The Company being a non-deposit taking non-systemically important Non-Banking Financial Company (“NBFC-ND-NSI"), the provisions relating to Chapter V of the Act, i.e, acceptance of deposit, are not applicable. Requirement of Disclosures as per NBFC regulations have been made in this Annual Report.

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

COMPOSITION

Your Companys Board is duly constituted and is in compliance with the requirements of the Act, and provisions of the Articles of Association of the Company. Your Board has been properly constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

The Members of the Company at the 40th AGM held last year, approved appointment of Mr. Rishi Kapoor (DIN: 09844727) as an Independent Director, not liable to retire by rotation, for a term of 5 (five) years with effect from 05.08.2023 to 04.08.2028.

The Board of Directors of the Company (‘Board) had based on the recommendation of Nomination and Remuneration Committee (NRC) and subject to approval of the Members, approved appointment of Mr. Rishi Kapoor (DIN: 09844727) as an Additional Independent Director and also as an Independent Director, not liable to retire by rotation, for a term of 5 (five) years i.e. from 05.08.2023 to 04.08.2028.

The Board holds unwavering confidence in the integrity and expertise of the appointed independent directors, whose valuable contributions guide our sustainable growth and governance practices.

In view of the above, the NRC and the Board are of the view that Rishi Kapoor possesses the requisite skills and experience integrity, expertise, experience and proficiency, which would be of immense benefit to the Company, and hence, it is desirable to appoint him as an Independent Director.

In the opinion of the Board, the independent directors appointed during the year possess requisite skill and experience Further, Mr. Jitendra Kumar Agarwal, Director left his Directorship due to unfortunate demise.

The Board places on record its appreciation and gratitude for the invaluable contributions made by Mr. Jitendra Kumar Agarwal during their tenure as Directors of the Company.

Mr. Pawan Kumar Mittal	Non-Independent Director
Mr. Kiran Kumar Mittal	Non-Independent Director
Mr. Jitendra Kumar Agarwal@	Independent Director
Mr. Ankit Singhal*	Independent Director
Mr. Rishi Kapoor#	Independent Director

@ Mr. Jitendra Kumar Agarwal (DIN: 00850314) has left from his position as Independent Director, effective from 14/05/2023, citing the unfortunate demise of Mr. Agarwal.

* Mr. Ankit Singhal (DIN: 03592385) had appointed for the post of Independent Director w.e.f. 12.08.2022.

# Mr. Rishi Kapoor (DIN: 03592385) had appointed for the post of Additional Independent Director w.e.f. 05.08.2023.

NUMBER OF BOARD MEETINGS

During the year under review, five Board Meetings were duly convened and held and the detailed explanations are given in the Corporate Governance Report which is forming part of this Annual Report.

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel (KMPs) of the Company as per the provisions of the Companies Act, 2013:

Ms. Ritu Sharma	Chief Financial Officer
Mr. Kaushik Chatterjee	Chief Executive Officer
Ms. Ketna Kumari	Company Secretary and Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS

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

EVALUATION OF BOARDS PERFORMANCE

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and Committees were evaluated by the Board after seeking inputs from all the Directors based on various criteria. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, considering the views of the Executive Directors and Non-executive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report. The Company has placed a Performance evaluation Policy of the Company and the same will be available on the website of the Company at https://www.unifinz.in/investor.php.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The details of programmes conducted for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company etc. and the T & C of Independent Director has been uploaded on the Companys website at https://www.unifinz.in/investor.php. For further details, please refer to the Report on Corporate Governance which is forming part of this Annual Report.

COMPANYS POLICIES:

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

1. NOMINATION AND REMUNERATION POLICY

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

During the year under review, on account of the Company pursuant to name change, the Board on the recommendation of the NRC approved amendment to the Remuneration Policy, effective 13th February, 2023 on Compensation of Key Managerial Personnel (KMP} and Senior Management in NBFCs.

2, VIGIL MECHANISM (WHISTLE BLOWER)

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

3. POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OF INFORMATION

The Company has in place a Policy for Determination of Materiality of events of information to determine the materiality of the events & information and disclose the material events to the Stock Exchanges. The Board of Directors of the Company shall periodically review the materiality policy of the Company and the change was came into effect 13th February, 2023.

Furthermore, the company diligently adhered to the various directions and guidelines issued by the Reserve Bank of India (RBI) as per the regulatory requirements. We ensured strict compliance with all policies and applicable codes, reaffirming our commitment to maintaining the highest standards of governance and transparency.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

DISCLOSURE UNDER SECRETARIAL STANDARDS

The Directors state that the Company is complying with the applicable Secretarial Standard (55-1) on meetings of the Board of Directors.

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

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

However, the details of loans, guarantees, and investments made as required under the provisions of Section 186 of the Act and the rules made thereunder are set out in the Note 5 and 6 to the Financial Statements of the Company.

INTERNAL CONTROL SYSTEM

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

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

RISK MANAGEMENT

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

HUMAN RESOURCES

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

As a growing organization, our Company has expanded its assets in the Organizational Chart. The number of employees has increased from 50 to 100 as of March 31, 2023. We continue to maintain a happy and satisfactory environment within our office.

We are pleased to report that Corporate Relations were managed satisfactorily throughout the year. The Company wishes to express its sincere appreciation for the cooperation and efforts demonstrated by all employees, which have contributed to our collective success.

In our commitment to prioritize the well-being and concerns of our employees, our company will conduct training and interactive sessions to empower and motivate them.

We actively promote and duly reward experience, merit, performance, leadership abilities, strategic vision, collaborative mindset, teamwork, and result orientation through an objective appraisal process. Our belief in fostering a supportive work environment is complemented by the institution of awards and prizes as a heartfelt gesture of appreciation for the dedication and efforts of our exceptional team.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of POSH Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (‘ICC) under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. During the year under review, no complaints with allegation of sexual harassment was filed with ICC per the provisions of POSH Act.

RBI COMPLIANCES

The Company from the date of receipt of Certificate of Registration continues to comply with all the applicable regulations, guidelines, etc. prescribed by the RBI, from time to time. As a systemically non-important, non-deposit taking NBFC, the Company always strives to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same. The disclosure of complaints was elaborated following the format prescribed by the RBI in Circular no. DOR.ACC.REC.N0.20/21.04.018/2022-23, dated April 19, 2022. This circular pertains to disclosures in the financial statements Notes to Accounts of NBFCs.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information required as per Section 197(12) of the Companies Act, 2013 (“Act”) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-Il to this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Corporate Office of the Company on all working days during the business hours till the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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

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

CORPORATE GOVERNANCE

As per the provisions of Regulations 15 (2) of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Regulation 17, 48[17A,] 18,19, 20, 21,22, 23, 24, 49[24A,] 25, 26, 27 and clauses {b) to (i) 50[and (1)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of the following classes of Companies:

i) The Listed entities having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year; ii) Companies whose specified securities are listed exclusively on the SME exchange. We fall into category within the ambit of aforesaid exemption (i). Hence, compliance with the aforesaid provisions of the Listing Regulations is not applicable on your Company. The Certificate from the Practicing Company Secretary confirming the exemption from complying with Regulations 17 to 27 of SEBI (LODR) concerning the conditions of corporate governance is annexed as Annexurelll in the report.

STATUTORY AUDITORS AND THEIR REPORT

A) STATUTORY AUDITORS

LE u

M/s. V. N. Purohit & Co., Chartered Accountants tendered his resignation owing to occupied in other assignment which results in casual vacancy. This aforesaid casual vacancy was filed by M/s. R Gopal & Associates., Chartered Accountants (FRN: 000846C) in Board meeting held on Saturday i.e. 12.11.2022.

On 13th December, 2022, the Shareholders approved the appointment of M/s. R Gopal & Associates, as Statutory Auditors of the Company having Firms Registration No. 000846C to hold the office till the conclusion of the ensuing AGM subject to further appointment by the Shareholders, at next AGM. Pursuant to the notification issued by Ministry of Corporate Affairs (MCA) dated 7th May,2018 for The Companies

(Amendment) Act, 2017 and Companies (Audit and Auditors) Amendment Rules, 2018, the appointment of Statutory

Auditors is not required to be ratified at every AGM, therefore no resolution for such ratification is taken in the Notice of the ensuing AGM. The Notes on Financial Statement referred to in the Auditors Report are self-explanatory and therefore do not require any further comments. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

AUDITORS REPORT:

Your Companys Directors have examined the Statutory Auditors Report issued by M/s R Gopal & Associates, Chartered Accountants on the Annual Accounts of the Company for the financial year ended 31st March, 2023. There is no reservation, qualification or adverse remark made by the Statutory Auditors in their Report and their clarifications, wherever necessary, have been included in the Notes to the Accounts section as mentioned elsewhere in this Annual Report.

B) SECRETARIAL AUDITOR

The Board had appointed Mr. Sanjeev Daba, Proprietor of M/s. Dabas S & Associates, Company Secretaries, (CP No. 24418) to conduct Secretarial Audit for the FY 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR 3 for the FY 2022-23 is enclosed as Annexurelll to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit

Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report, which forms part of this Integrated Annual Report. C) COST AUDITOR

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

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the Financial Year 2022-23, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at https://www.unifinz.in/investor

COMMITTEES

AUDIT COMMITTEE

The Audit Committee e comprises of Non-Executive, Independent Directors and NonExecutive, Independent Director namely Mr. Jitendra Kumar Agarwal, Ms. Kiran Mittal and Mr. Pawan Kumar Mittal. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of three Non-Executive Directors. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprises of three Members consisting of Non-Executive Directors. For further details, please refer Corporate Governance Report of the Annual Report.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered into by the Company with related parties were in ordinary course of business and on an arms length basis. There were no material related party transactions entered by the Company during the year under review. Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transaction with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis. None of the transactions required members prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY 2022-23 are provided in the Note No. 31 of notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3}(h) of the Act in Form AOC-2 is not applicable and declaration regarding non-applicability is annexed as Annexure-I. The Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at https://www.unifinz.in/ investor.php.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule Ill to the Act, had been followed and there are no material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2023 and of the profit of the Company for the year ended on that date; (?) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor dance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review. a) Issue of equity shares with differential right as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme. ?) Issue of Employees Stock Option to employees of the Company under any scheme. d) No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Companys operation in future. e) No fraud has been reported by the Auditors to the Audit Committee or the Board.

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

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

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all employees of the Company.

	For and on behalf of the	Board of Directors
Place: New Delhi	sd/-	sd/-
Date: 04/10/2023	Pawan Kumar Mittal	Kiran Mittal
	Director	Director