Directors Report of Capital Trust Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 39th Annual Report on the business and
operations of your company, along with the standalone and consolidated audited financial
statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company’s financial performance for year ended 31st March, 2025 is summarized below:

Particulars		Financials
	2024-25	2023-24
Total Income from operations	9600.033	7958.23
EBIDTA	2125.65	1352.50
Less:
Interest	1917.31	1022.10
Depreciation	46.26	42.28
Profit Before Tax	162.08	288.12
Profit/(Loss) after tax	110.09	214.63
Available for appropriation	111.09	214.63
Transfer to Reserve fund u/s 45IC of RBI Act, 1934	22.01	43.23

2. FINANCIAL PERFORMANCE

In FY 2024—25, the company reported a significant increase in operational income and EBIDTA.
However, interest expenses nearly doubled, rising from ?1,022.10 lakhs to ?1,917.31 lakhs, which
substantially impacted profitability. Despite a marginal rise in depreciation, Profit Before Tax
declined to ?162.08 lakhs from ?288.12 lakhs in the previous year. Consequently, Profit After
Tax dropped to ?110.09 lakhs from ?214.63 lakhs. The amount available for appropriation also
declined, with ?22.01 lakhs transferred to the Reserve Fund under Section 45IC of the RBI Act,
as against ?43.23 lakhs in FY 2023—24.

Capital Trust enjoys a positive reputation with stakeholders and a proven history of timely
repayments. Our credit rating stands at BB (SO) by Care Ratings as of 31st March, 2025.

Capital Trust is well-positioned to navigate the evolving NBFC landscape. We are actively
exploring opportunities in South India - for example MSME lending, secured lending, etc. Our
focus remains on delivering value to our customers through tailored financial solutions,
technological advancements, and an unwavering commitment to responsible lending.

3. FUND RAISING

In total, the company has raised Rs.11394 Lakhs during the year in the form of Term loans,
PTCs, and Direct Assignments from Banks and NBFCs. Further, the company has disbursed
Rs.23465 Lakhs during the year both under own funding and partnership model.

4. SHARE CAPITAL

During the year under review, there has raised capital through preferential allotment of 648287
equity shares. . The paid up capital of the company has changed to 17,00,97,020 divided to

I, 70,09,702 equity shares of Rs. 10/- each.,

5. DIVIDEND

Your directors have not recommended any dividend. Your Company has formulated a dividend
Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) to bring transparency
in the matter of the declaration of dividends and to protect the interest of investors. The
Dividend Distribution Policy forms part of this Report.

During the year Rs. 812545 out of unclaimed dividend account was to be transferred to Investor
Protection and Education Fund. However, there is Rs. 0.05 Crores lying in unpaid paid dividend
account of the company pertaining to year 2017-18 and 2018-19.

6. RESERVE FUNDS

During the year, the company has transferred Rs. 22.01 Lakhs to the reserve fund, in accordance
with Section 45 IC of the RBI Act, 1934.

7. CREDIT RATING

As of March 31, 2025, the Company''s credit rating stood at BB (SO)as assessed by Care
Ratings.

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act, 2013 and Accounting Standards (AS) -
21, there is no requirement of Consolidated Financial Statements as on 31st March, 2025 as the
company does not have any subsidiary.

9. PARTICULARS OF SUBSIDIARY COMPANIES

The Companydoes not have any subsidiary company as on 31st March, 2025..

10. COMPLIANCE WITH RBI GUIDELINES:

Your Company is compliant with all the applicable RBI regulatory norms. The company is
complying with all the provisions of the master directions in this regard.

II. CAPITAL ADEQUACY

As of March 31, 2025, the company''s consolidated Capital Adequacy Ratio was reported at 29%,
signifying robust capital reserves to facilitate future growth initiatives.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report. However, the company is proposing to
raise equity through rights allotment for which the board resolution was passed on 12th June,
2025 .

13. CHANGES IN NATURE OF BUSINESS

There has not been any change in the nature of Business and the company continues to do the
business as a Non- Banking Finance Company.

14. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(1) of the Companies Act, 2013, the company has a
Corporate Social Responsibility Committee comprising of the below members:

Name	Designation	Category
Mr. Pawan Dubey	Chairman	Independent Director
Mr. Yogen Khosla	Member	Managing Director
Mr. Vahin Khosla	Member	Executive Director
Mr. Sanjiv Syal	Member	Independent Director

Section 135 of the Companies Act 2013 provides the threshold limit for applicability of the CSR to a
Company:

1. net worth of the company to be Rs 500 crore or more; or

2. turnover of the company to be Rs 1000 crore or more; or

3. net profit of the company to be Rs 5 crore or more.

The company does not meet any of the criteria for the FY 2024-25 and therefore Section 135 does
not apply to the company.

However the calculations of the CSR Amount (Rs in Lakhs) for the year 2024-25
Average Profit for preceding 3

years (A) (1810.51)

Particular		FY	FY
	FY 2023-24	2022-23	2021-22
Net Profit as per Section 198	214.63	(4564.13)	(1082.05)

Minimum amount of CSR 2% of (A) -

15. RISK MANAGEMENT FRAMEWORK

The company''s risk management committee is pivotal in safeguarding our enterprise. This
committee assists the Board in overseeing a comprehensive risk management framework that
strategically addresses potential risks across a broad spectrum. This includes market, financial,

credit, liquidity, interest rate, equity price, security, IT, legal, regulatory, and reputational risks.
We actively identify, assess, monitor, and mitigate these risks to protect our business objectives
and ensure long-term success.

Our approach extends beyond mere risk identification. We have implemented a robust risk
management infrastructure that enables us to develop and implement effective mitigation
strategies proactively. The Committee works with the Board and Audit Committee to ensure
transparency and oversight. Major risks and corresponding mitigation measures are thoroughly
evaluated for maximum effectiveness. This integrated approach, working in tandem with our
management systems, organizational structures, processes, standards, and code of conduct,
forms a strong defense against the risks inherent in our industry.

In 2024, we made significant enhancements to our Integrated Enterprise Risk Management,
Internal Controls Management, and Assurance Frameworks. These improvements help
maintain a holistic view of risks, optimize mitigation strategies, and streamline internal control
and assurance activities. Our Risk Management Policy underscores this unwavering
commitment to mitigating all current and future material risks. This proactive approach drives
business growth, ensures continuity, and bolsters financial stability.

We recognize that effective risk management is not a static process. Our team is dedicated to
ongoing evaluation and improvement of our risk management strategies. This forward-thinking
approach prepares us to address the evolving risk landscape, fostering a culture of risk
awareness, facilitating innovation, and laying the groundwork for sustainable long-term growth.

16. CORPORATE GOVERNANCE

The Company is in compliance with the Corporate Governance requirement of Companies Act,
2013 also those set out by SEBI. The Company has also adhered to the Guidelines on
Corporate Governance adopted in accordance with Chapter XI - Corporate Governance of RBI
Master Directions. The Company has also implemented several best corporate governance
practices as prevalent globally. The report on Corporate Governance as stipulated under Listing
Regulations forms an integral part of this Report. The company has also adopted various Social
and Environmental policies and the same is placed on the website of the company
www.capitaltrust.in.

A certificate from statutory auditors M/s JKVS & Co., Chartered Accountants, confirming
compliance with the condition of Corporate Governance as stipulated under the listing
Regulation also form part of the Annual Report.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and on an arm''s length basis. During
the year, the Company had not entered into any contract / arrangement / transaction with
related parties which could be considered material in accordance with the policy of the Company
on materiality of related party transactions.

All Related Party Transactions are placed before the Audit Committee and also the Board for
approval. During the Financial Year under review, your Company had not entered into any
arrangements, which constitutes Related Party Transactions covered within the purview of
Section 188(1) of the Act. Accordingly, requirement of disclosure of Related Party Transactions

in terms of Section 134(3)(h) of the Act is provided in Form AOC-2 is not applicable to the
Company.

Further as required by RBI Master Directions, ‘Policy on transactions with Related Parties’ can
be accessed on the website of the Company at www.capitaltrust.in

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial
statements of the full particulars of the loans given, investment made or guarantee given or
security provided and the purpose for which the loan or guarantee or security is proposed to be
utilised by the recipient of the loan or guarantee or security is not applicable to us.

19. PUBLIC DEPOSITS

Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted
any deposits from the public under section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014 during the year under review.

20. ANNUAL RETURN

The Annual Return in Form MGT-7, as per provisions of Section 92(3) and 134(3) (a) of
Companies Act, 2013 and rules thereto, is available on website of the company at
www.capitaltrust.in

21. NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (five) times during the financial year 2024-25 viz., on May 28, 2024, June 20,
2025, August 13, 2024, November 14, 20213 and February 14, 2025.

The maximum interval between any two meetings did not exceed 120 days. The details of these
meetings are given in Corporate Governance Report, which forms part of Directors’ Report.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the
year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a ''going concern'' basis;

v. the Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and

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

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal controls and processes in place with respect to its operations,
which provide reasonable assurance regarding the reliability of the preparation of financial
statements and financial reporting as also functioning of other operations. These controls and
processes are driven through various policies and procedures. During the year, such controls
were tested and no reportable material weakness in the design or operations were observed.

24. DIRECTORS & KEY MANAGERIAL PERSONNEL

A) RETIRE BY ROTATION

During the year under review, Mr. Vahin Khosla (DIN-07656984), Director of the Company,
retires by rotation. He being eligible offers himself for reappointment as Executive Director of
the Company.

b) APPOINTMENT/ RESIGNATION

During the year, Mr. Sanjiv Syal was appointed as independent director w.e.f 7^th May 2024.

BOARD’S INDEPENDENCE

Based on the confirmation/disclosures received from the Directors and on evaluation of the
relationships disclosed, the following Non-Executive Directors are Independent in terms of
Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations :-

1. Mr. Sanjiv Syal (DIN 00271256)

2. Ms. Suman Kukrety (DIN 08730773)

3. Mr. Pawan Dubey (DIN 01767875)

4. Mr. Govind Saboo (DIN 06724172)

Declaration by Independent Directors:

Independent Directors have submitted the declaration of Independence, as required pursuant to
Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in
section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as
Independent Directors.

25. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND
REMUNERATION POLICY

The appointment of the directors of the company is as per the Policy framed for the Selection
and Appointment of Directors. The policy is in compliance with the provisions of the

Companies Act, 2013 and SEBI Listing (Obligations and Disclosure Requirements) Regulations.
The directors are appointed on the recommendation of the Nomination and Remuneration
Committee. The Policy is available on the website of the Company at www.capitaltrust.in

26. NOMINATION AND REMUNERATION POLICY

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 has
formulated and adopted a nomination and remuneration policy which is disclosed on our
website.

27. ANNUAL EVALUATION OF BOARD MEMBERS

The Company has devised a Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors which include criteria for performance evaluation of
the non-executive directors and executive directors.

Pursuant to the provisions of the Companies Act 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”), the Board is required
to carry out an annual performance evaluation of its own performance, the directors individually
as well as the evaluation of the Audit Committee, Nomination and Remuneration Committee.

The executive Directors are evaluated on the basis of

Organizational goals	Persistence	Continuous improvement	Decency
Humility	Integrity	Setting a vision for company’s work	Managing execution
External	Enhancing potability	Understanding of and	Building strong
communication and relationship building		commitment to the company	organisation

The Independent Directors are evaluated on the basis of:

• Structure of the Board - Competency, Experience and Qualifications of directors, Diversity in
Board under various parameters, Appointment Process

• Meetings of the Board - Regularity of meetings and adequacy, discussions and recording of
dissent, if any.

• Recording of minutes, dissemination of information

• Functions of the Board - Role and responsibilities of the Board

• Strategy and performance evaluation

• Management of Conflict of interest

• Stakeholder value and responsibility

• Corporate culture and values

• Facilitation of independent directors

• Evaluation of performance of the management and feedback

• Independence of the management from the Board

• Access of the management to the Board and Board access to the management

The company has also formulated familiarisation of Independent Directors. The details of
programmes for familiarisation of Independent Directors with the Company, their roles, rights,

responsibilities in the Company, nature of the industry in which the Company operates, business
model of the Company and related matters are put up on the website of the Company
www.capitaltrust.in.

A statement on formal evaluation of the Board is mentioned in the Corporate Governance
Report which is provided separately in this Annual Report.

Information on Directors Appointment /Re-appointment

A brief resume of the Director proposed for the appointment/re-appointment at the ensuing
Annual General Meeting, the nature of his/her experience in specific functional areas and name
of Companies in which he hold Directorship and Membership of committees of the Board are
provided in the Notice of the Annual General Meeting of the company.

28. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has
following Committees in place:

• Audit Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Risk Management Committee

The company also has Asset Liability Committee.

Details of the said Committees along with their charters, composition and meetings held during
the financial year, are provided in the “Report on Corporate Governance”, as a part of this
Annual Report.

29. EMPLOYEE STOCK OPTION SCHEME

Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme, 2016
holds 143915 shares. The trust has not granted any shares to employees yet. There has not been
any further allotment of shares to the Trust.

30. VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism for
directors and employees of the Company to report to the appropriate authorities concerns about
unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct
policy and provides safeguards against victimization of employees who avail the mechanism and
also provide for direct access to the Chairman of the Audit Committee. The provisions of this
policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015. The policy is available on the website of the company www.capitaltrust.in.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
READ WITH RULES

The Company is in compliance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and has a prevention of sexual harassment policy in place.
The Directors further state that during the year under review, there was no case filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The policy on Sexual Harassment of Women at Workplace is available on the website of
the company www.capitaltrust.in.

32. AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors

The Statutory Auditors of the Company M/s JKVS & Co. Chartered Accountants (Firm
Registration No. 302049E), were appointed as the statutory auditor of the from Extraordinary
General Meeting held on 12th March, 2022 for the period of 5 years on such remunerations may
be mutually agreed between the Board of Directors of the Company and the Auditors. The same
is being ratified.

b) Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its
Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the
prescribed form.

The Board has appointed M/s Shashank Sharma and Associates, firm of Practising Company
Secretaries, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit
Report for the financial year ended March 31, 2025 forms part of this Report. The Report does
not contain any qualification, reservation or adverse remark.

c) Internal Auditor

The Company had appointed Mr. Vijay Malviya as Internal Auditor. The Internal Auditor has
submited reports on quarterly basis which is placed before the audit committee of company.

33. EXPLANATIONS ON COMMENTS BY THE BOARD ON ANY
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER
MADE

(i) Statutory Auditor’s report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor’s
report.

However, the auditors have observed that:

A. According to the information and explanations given to us and on the basis of our
examination of the records of the Company, amounts deducted/accrued in the books of
account in respect of undisputed statutory dues including Goods and Service Tax, Provident
Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Value Added tax, Cess
and other statutory dues, to the extent applicable, with the appropriate authorities. There
were no undisputed outstanding statutory dues as at the year end for a period of more than six
months from the date they became payable other than Provident Fund amounts to Rs. 4.27

Lakhs, Employees’ State Insurance amounts to Rs. 1.06 Lakhs and Professional Tax amounts
to Rs. 1.34 Lakhs..

In response to that it is submitted that the there were some employees where there is mismatch
between the name in their Adhar and PAN and therefore their UAN is either not generated or
not linked. Therefore the amount can not be deposited. The company has separately parked this
amount and will deposit once the issue is resolved by employees.

B. Based upon the audit procedures performed and considering the principles of materiality
outlined in Standards on Auditing, for the purpose of reporting the true and fair view of the
financial statements and according to the information and explanations given to us, we have
neither come across any instance of fraud by the Company or on the Company noticed or
reported during the year nor have we been informed of any such case by the management
during the course of audit except frauds discovered by the Company aggregating Rs. 4.09
Lakhs committed by employees by embezzlement of cash against which the full amount has
been provided for doubtful in the statement of profit and loss.

In response, it is submitted that the nature of the business involves some clients repaying their
loan installments in cash at the branch office. In a few instances, employees did not deposit this
cash in the bank and absconded with the money. The company has already recovered a portion
of the lost funds and has initiated action against those employees.

(ii) Secretarial Auditor’s Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark
made by Secretarial Auditor.

(iii) Internal Auditors’ Report

The Internal Audit Reports does not contain any qualification, reservation or adverse remark
made by Internal Auditor.

34. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS

Based upon the audit procedures performed and considering the principles of materiality
outlined in Standards on Auditing, for the purpose of reporting the true and fair view of the
financial statements and according to the information and explanations given to us, we have
neither come across any instance of fraud by the Company or on the Company noticed or
reported during the year nor have we been informed of any such case by the management during
the course of audit except frauds discovered by the Company aggregating Rs. 4.09 Lakhs
committed by employees by embezzlement of cash against which the full amount has been
provided for doubtful in the statement of profit and loss.

In response to that it is submitted that the nature of the business is such that cash is collected
from customers and same is to be deposited in the bank account. In some cases the employees
take away the cash. The company has zero tolerance towards the frauds and legal action is taken
against the fraudulent employees .

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND

There are no amounts due and outstanding to be credited to Investor Education and Protection
Fund as at 31st March, 2025.

36. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN
COMPANY’S SECURITIES

Your Company has formulated Code of Conduct for Prevention of Insider Trading in
Company’s Securities (‘Code’) in accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended. The objective of this Code is to protect the interest of
Shareholders at large, to prevent misuse of any price sensitive information and to prevent any
insider trading activity by way of dealing in securities of the Company by its Designated Persons.
Ms. Tanya Sethi, Company Secretary and Compliance Officer of the Company is authorized to
act as Compliance Officer under the Code.

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

Conservation of Energy/ Technology Absorption

As the Company is not engaged in the manufacturing activity, the prescribed information
regarding compliance of rules relating to conservation of Energy and Technology absorption
pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule — 8 (3) of the
Companies (Accounts)Rules, 2014 is not provided.

Foreign Exchange Earnings and Outgo

The Foreign exchange earnings for the FY 2024-25 were Nil.

Foreign Exchange Inflow: Nil
Foreign Exchange Outflow: Nil

38. EMPLOYEE REMUNERATION

A. The statement containing particulars of employees as required under Section 197 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is given below:

S. No.	Details	Disclosure by the Company
1.	The ratio of the remuneration of each Whole time director to the median remuneration of the employees of the company for the financial year	Managing Director : 105:1 Joint Manging Director : 50:1
2.	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	Managing Director : Nil Joint Manging Director : 20% Chief Financial Officer : 7% Company Secretary: 10%
3.	The percentage increase in the median remuneration of employees in the financial year;	Nil
4.	The number of permanent employees on the rolls of Company	1652
5.	Average percentile increase already made in the	There has been 10% increase

	salaries of employees other than the managerial	in remuneration of
	personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	employees during the year.
6.	Affirmation that the remuneration is as per the remuneration policy of the company	Yes

b. In accordance with the provisions of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten
employees in terms of remuneration drawn are set out below:

a. if employed throughout the financial year, was in receipt of remuneration for that year which,
in the aggregate, was not less than One Crore Two lakh rupees :

S. No.	Particulars	Details
1.	Name and Designation	Mr. Yogen Khosla,Managing Director
2.	Remuneration received	Rs. 179.467 Lakhs
3.	Nature of Employment	Permanent
4.	Qualifications	Mr. Yogen Khosla is a commerce and Experience graduate from Loyola College, Chennai. He introduced the company into retail lending of Micro loans in rural and semiurban areas in 2008. He has led the company to being adjudged as to one of the top 100 Small and Medium Enterprises in India by India SME Forum in 2017.
5.	Date of Commencement of Employment	01-04-2003
6.	Age	63
7.	Last Employment	Associated with the company since inception
8.	Percentage of Equity Shares Held	36.91%

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that
year, pro rata rate which, in the aggregate, was not less than Eight Lakhs Fifty thousand rupees
per month; NIL

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in
that Year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in
excess of that drawn by the managing director or whole-time director or manager and holds by
himself or along with his spouse and dependent children, not less than two percent of the equity
shares of the company. : NIL

39. GRIEVANCE REDRESSAL

Your Company has adopted a well-structured customer grievance redressal mechanism and
provides customers a reliable and easily accessible interface for timely and fair resolution of
enquires & complaints. The helpline Number is printed on each document shared with the

customers and a person is dedicated to address the customer grievances. The helpline number is
available in each branch with the contact person and the contact details of the Officials of the
Reserve Bank of India for escalation of grievances if company is unable to redress the complaints.
Grievance Redressal Mechanism is also available on the website of Capital Trust to facilitate easy
access.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

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

41. ADDITIONAL DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES,
2014

a. The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:

During the Financial Year under review, the Company has made neither any application nor any
proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it
is not applicable to the Company.

b. 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.

During the Financial Year under review, it is not applicable to the Company.

42. DIVIDEND DISTRIBUTION POLICY
(i) Scope and Purpose

a. Capital Trust Limited (“the Company”) equity shares are listed on the BSE Limited
and the National Stock Exchange of India Limited.

b. This Dividend Distribution Policy (“the Policy”) defines conditions to be considered by
the Board for recommending / paying a dividend to the shareholders of the Company.
The Board of Directors will recommend any interim / annual dividend based on this
Policy, applicable laws, as well as any specific financial or market conditions prevailing at
the time.

c. Subject to the factors mentioned in para 1.2 above, the Company has a consistent
dividend policy for “distribution of dividend out of profits and the Board may
recommend the rate”.

d. The Policy set out the broad criteria to be considered for determining the proposed
dividend to appropriately reward shareholders through dividends while supporting the
future growth of the Company.

(ii) Dividend Policy

a. Dividend Distribution Philosophy

i. The Company believes in long term value creation for its shareholders while maintaining
the desired liquidity and leverage ratios and protecting the interest of all the stakeholders.
Accordingly, the focus will continue to be on sustainable returns in terms of dividend, in
consonance with the dynamics of business environment.

b. The circumstances under which shareholders may not expect dividend

i. The Company shall comply with relevant statutory requirements that are applicable to the
Company in declaring dividend or retained earnings. Generally, the Board shall determine
dividend for a particular period after taking into consideration financial performance of
the Company, advice of executive management and other parameters described in the
Policy.

c. The financial parameters that shall be considered while declaring dividend

i. As in the past, subject to provisions of applicable law, the Company’s dividend pay-out
will be determined based on available financial resources, investment requirements and
taking into account optimal shareholder return.

ii. Based on above and, subject to factors mentioned in para 2.4 below, the Company will
endeavour to maintain steady level of dividend.

d. The internal / external factors that shall be considered for declaration of dividend

i. When recommending / determining the dividend, the company will consider, amongst
other matters:

1. actual results for the year and the outlook for business operations

2. providing for anticipated capital expenditures or acquisitions to further enhance
shareholder value or meet strategic objectives

3. setting aside cash to meet debt repayments

4. changes in cost and availability of external financing

5. level of dividends paid historically

6. retaining earnings to provide for contingencies or unforeseeable events

7. the overall economic environment including taxation

8. changes in government policy, industry rulings and regulatory provisions

e. Policy on utilization of retained earning

i. The utilization of retained earnings will include:

1. Inorganic / organic growth

2. Diversification opportunities / capital expenditure

3. Fund based requirement of company, its subsidiaries, joint ventures and/or other
investee companies

4. General corporate purposes including contingencies

5. Investments in the new/existing business

6. Any other permitted use under the Companies Act, 2013 and applicable laws

f. Provisions with regard to various classes of shares

i. The provisions contained in this policy shall apply to all classes of shares of the Company.
It may be noted that currently the Company has only one class of shares, namely, equity
shares.

(iii) Review and Disclosure

a. This policy will be reviewed and amended, as and when, required by the Board and/or
under applicable laws. Any revisions in the Policy will be communicated to shareholders
in a timely manner.

(iv) Limitation

a. In the event of any conflict between the Act or the SEBI Regulations or other statutory
enactments (“the Regulations”) and the provisions of this policy, the Regulations shall
prevail over this policy. Any subsequent amendment / modification in the Regulations, in
this regard, shall automatically apply to this policy.

(v) Disclaimer

a. The Policy does not constitute a commitment regarding future dividends of the
Company, but only represents a general guidance regarding payment of dividend.

b. The statement of the policy does not in any way restrict right of the board to use its
discretion in the recommendation of the dividend to be distributed considering various
factors mentioned in the policy. Further, subject to the provisions of applicable laws, the
board reserves the right to depart from the policy as and when circumstances so warrant.

43. REGISTER E-MAIL ADDRESS

To contribute towards a greener environment, the Company again proposes to send documents
like general meeting notices/other notices, annual report, audited financial statements, boards’
report, auditors’ report or any other document, to members in electronic form at the e-mail
address provided by them and/or available to the Company by the Depositories. Members who
have not yet registered their e-mail address (including those who wishes to change their already
registered e-mail address) may get the same registered/updated either with his / her depository
participants or by writing to the Company / RTA.

44. ACKNOWLEDGMENTS

The Board of Directors acknowledge and place on record their appreciation for the guidance,
co-operation and encouragement extended to the Company by the Government of India,
Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India,
National Stock Exchange of India Limited, Bombay Stock Exchange Limited and other
concerned Government departments/agencies at the Central and State level as well as various
domestic financial institutions/banks, agencies etc. Your Directors also convey their gratitude to
the shareholders, various Banks/Multilateral agencies/financial Institutions/ credit rating
agencies for the continued trust and for the
confidence reposed by them in CTL.

The Company is also thankful to the Statutory Auditors and Secretarial Auditor for their
constructive suggestions and co-operation. We would also like to place on record our
appreciation for the untiring efforts and contributions made by the employees towards the
growth of the Company.

FOR AND ON BEHALF OF THE BOARD
OF CAPITAL TRUST LIMITED

Yogen Khosla

Chairman and Managing Director
DIN-00203165

Dated: 27.05.2025
Place: New Delhi

---

Mar 31, 2024

The directors take pleasure in presenting the 38th Annual Report on the business and operations of your company, along with the standalone and consolidated audited financial statements for the year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company’s financial performance for year ended 31st March, 2024 is summarized below:

Particulars		Financials
	2023-24	2022-23
Total Income from operations	7958.23	8691.42
EBIDTA	1352.50	(3924.97)
Less:
Interest	1022.10	2162.03
Depreciation	42.28	45.68
Profit Before Tax	288.12	(6132.68)
Profit/(Loss) after tax	73.50	(1568.54)
Available for appropriation	214.62	(4564.14)
Transfer to Reserve fund u/s 45IC of RBI Act, 1934	43.23

2. FINANCIAL PERFORMANCE

apital Trust remains committed to innovation in the financial services space. Our Capital Business Loans initiative, launched in 2020, has achieved impressive results. The company is on the growth track. The Asset under management has reached to Rs. 28000 Lakhs.

During the year 2023-24, the total income decreased from Rs. 8,691.42 Lakhs to Rs,. 7,958.32 Lakhs. This is because that in March 2023, the company has written off a significat portion of portfolio. The imcome has shown an increasing trend since Quarter 1 of Financial year 2023-24.

Interest expenses have decreased to Rs. 1,022.10 Lakhs from Rs. 2,162.03 Lakhs. This positive trend is a direct result of our ongoing focus on reducing high-cost debt and optimizing our funding mix.

The company is back to profitabilit with net profit of Rs. 218 Lakhs against theloss of Rs. 4564 Lakhs in 2023. Capital Trust enjoys a positive reputation with stakeholders and a proven history of timely repayments. Our credit rating stands at BB (SO) by Care Ratings as of 31st March, 2024.

Capital Trust is well-positioned to navigate the evolving NBFC landscape. We are actively exploring opportunities in South India - for example MSME lending, secured lending, etc. Our focus remains on delivering value to our customers through tailored financial solutions, technological advancements, and an unwavering commitment to responsible lending.

3. FUNDRAISING

In total, the company has raised Rs.11150 Lakhs during the year in the form of Term loans, PTCs, and Direct Assignments from Banks and NBFCs. Further, the company has disbursed Rs.37380 Lakhs during the year both under own funding and partnership model.

4. SHARE CAPITAL

During the year under review, there has not been any change in the Share capital of the company. The paid up capital of the company remains at 16,36,14,150 divided to 1,63,61,415 equity shares of Rs. 10/- each.

5. DIVIDEND

Your directors have not recommended any dividend. Your Company has formulated a dividend Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) to bring transparency in the matter of the declaration of dividends and to protect the interest of investors. The Dividend Distribution Policy forms part of this Report.

6. RESERVE FUNDS

During the year, the company has transferd Rs. 43.20 Lakhs to the reserve fund, in accordance with Section 45 IC of the RBI Act, 1934.

7. CREDIT RATING

As of March 31, 2024, the Company''s credit rating stood at BB (SO)as assessed by Care Ratings.

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act, 2013 and Accounting Standards (AS) - 21, there is no requirement of Consolidated Financial Statements as on 31^st March, 2024 as the company does not have any subisiary.

9. PARTICULARS OF SUBSIDIARY COMPANIES

The Companydoes not have any subsidiary company as on 31^st March, 2024..

10. COMPLIANCE WITH RBI GUIDELINES:

Your Company is compliant with all the applicable RBI regulatory norms. The company is complying with all the provisions of the master directions in this regard.

11. CAPITAL ADEQUACY

As of March 31, 2024, the company''s consolidated Capital Adequacy Ratio was reported at 29%, signifying robust capital reserves to facilitate future growth initiatives.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. However, the company is proposing to raise equity through prefrential allotment for which the board resolution was passed on 28^th June, 2024 .

13. CHANGES IN NATURE OF BUSINESS

There has not been any change in the nature of Business and the company continues to do the business as a Non- Banking Finance Company.

14. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(1) of the Companies Act, 2013, the company has a Corporate Social Responsibility Committee comprising of the below members:

Name	Designation	Category
Mr. Pawan Dubey	Chairman	Independent Director
Mr. Yogen Khosla	Member	Managing Director
Mr. Vahin Khosla	Member	Executive Director
Mr. Sanjiv Syal*	Member	Independent Director
* till 13th February, 2024

Section 135 of the Companies Act 2013 provides the threshold limit for applicability of the CSR to a Company:

1. net worth of the company to be Rs 500 crore or more; or

2. turnover of the company to be Rs 1000 crore or more; or

3. net profit of the company tobe Rs5 crore or more.

The company does not meet any of the criteria for the FY 2023-24 and therefore Section 135 does not apply to the company.

However the calculations of the CSR Amount (Rs in Lakhs) for the year 2023-24 Average Profit for preceding 3

years (A) (2892.02)
Particular	FY 2022-23	FY 2021-22	FY 2020-21
Net Profit as per Section 198	(4564.13)	(1082.05)	(3029.89)
Minimum amount of CSR	2% of (A)

15. RISK MANAGEMENT FRAMEWORK

The company''s risk management committee is pivotal in safeguarding our enterprise. This committee assists the Board in overseeing a comprehensive risk management framework that strategically addresses potential risks across a broad spectrum. This includes market, financial, credit, liquidity, interest rate, equity price, security, IT, legal, regulatory, and reputational risks. We actively identify, assess, monitor, and mitigate these risks to protect our business objectives and ensure long-term success.

Our approach extends beyond mere risk identification. We have implemented a robust risk management infrastructure that enables us to develop and implement effective mitigation strategies proactively. The Committee works with the Board and Audit Committee to ensure transparency and oversight. Major risks and corresponding mitigation measures are thoroughly evaluated for maximum effectiveness. This integrated approach, working in tandem with our management systems, organizational structures, processes, standards, and code of conduct, forms a strong defense against the risks inherent in our industry.

In 2024, we made significant enhancements to our Integrated Enterprise Risk Management, Internal Controls Management, and Assurance Frameworks. These improvements help maintain a holistic view of risks, optimize mitigation strategies, and streamline internal control and assurance activities. Our Risk Management Policy underscores this

unwavering commitment to mitigating all current and future material risks. This proactive approach drives business growth, ensures continuity, and bolsters financial stability.

We recognize that effective risk management is not a static process. Our team is dedicated to ongoing evaluation and improvement of our risk management strategies. This forward-thinking approach prepares us to address the evolving risk landscape, fostering a culture of risk awareness, facilitating innovation, and laying the groundwork for sustainable long-term growth.

16. CORPORATE GOVERNANCE

The Company is in compliance with the Corporate Governance requirement of Companies Act, 2013 also those set out by SEBI. The Company has also adhered to the Guidelines on Corporate Governance adopted in accordance with Chapter XI - Corporate Governance of RBI Master Directions. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under Listing Regulations forms an integral part of this Report. The company has also adopted various Social and Environmental policies and the same is placed on the website of the company www.capitaltrust.in.

A certificate from statutory auditors M/s JKVS & Co., Chartered Accountants, confirming compliance with the condition of Corporate Governance as stipulated under the listing Regulation also form part of the Annual Report.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. During the Financial Year under review, your Company had not entered into any arrangements, which constitutes Related Party Transactions covered within the purview of Section 188(1) of the Act. Accordingly, requirement of disclosure of Related Party Transactions in terms of Section 134(3)(h) of the Act is provided in Form AOC-2 is not applicable to the Company.

Further as required by RBI Master Directions, ‘Policy on transactions with Related Parties’ can be accessed on the website of the Company at www.capitaltrust.in

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security is not applicable to us.

19. PUBLIC DEPOSITS

Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

20. ANNUAL RETURN

The Annual Return in Form MGT-7, as per provisions of Section 92(3) and 134(3) (a) of Companies Act, 2013 and rules thereto, is available on website of the company at www.capitaltrust.in

21. NUMBER OF MEETINGS OF THE BOARD

The Board met 4 (Four) times during the financial year 2023-24 viz., on May 27, 2023, August 14, 2023, November 08, 2023 and February 13, 2024.

The maximum interval between any two meetings did not exceed 120 days.The details of these meetings are given in Corporate Governance Report, which forms part of Directors’ Report.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a ''going concern'' basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal controls and processes in place with respect to its operations, which provide reasonable assurance regarding the reliability of the preparation of financial statements and financial reporting as also functioning of other operations. These controls and processes are driven through various policies and procedures. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

24. DIRECTORS & KEY MANAGERIAL PERSONNEL

A) RETIRE BY ROTATION

During the year under review, Mr. Vahin Khosla (DIN-07656984), Director of the Company, retires by rotation. He being eligible offers himself for reappointment as Executive Director of the Company.

b) APPOINTMENT/ RESIGNATION

During the year, Mr. Sanjiv Syal has resigned from the directirshop of the company with effect from 13^th February, 2024 due to pre occupancy.

BOARD’S INDEPENDENCE

Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations :-

1. Mr. Sanjiv Syal (DIN 00271256) (Till 13^th February, 2024)

3. Ms. Suman Kukrety (DIN 08730773)

4. Mr. Pawan Dubey (DIN 01767875)

5. Mr. Govind Saboo (DIN 06724172)

Declaration by Independent Directors:

Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.

25. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The appointment of the directors of the company is as per the Policy framed for the Selection and Appointment of Directors. The policy is in compliance with the provisions of the Companies Act, 2013 and SEBI Listing (Obligations and Disclosure Requirements) Regulations. The directors are appointed on the recommendation of the Nomination and Remuneration Committee. The Policy is available on the website of the Company at www.capitaltrust.in

26. NOMINATION AND REMUNERATION POLICY

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 has formulated and adopted a nomination and remuneration policy which is disclosed on our website.

27. ANNUAL EVALUATION OF BOARD MEMBERS

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Companies Act 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”), the Board is required to carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the Audit Committee, Nomination and Remuneration Committee.

The executive Directors are evaluated on the basis of

Organizational goals	Persistence	Continuous improvement	Decency
Humility	Integrity	Setting a vision for company’s work	Managing execution
External communication and relationship building	Enhancing potability	Understanding of and commitment to the company	Building strong organisation

The Independent Directors are evaluated on the basis of:

• Structure of the Board - Competency, Experience and Qualifications of directors, Diversity in Board under various parameters, Appointment Process

• Meetings of the Board - Regularity of meetings and adequacy, discussions and recording of dissent, if any.

• Recording of minutes, dissemination of information

• Functions of the Board - Role and responsibilities of the Board

• Strategy and performance evaluation

• Management of Conflict of interest

• Stakeholder value and responsibility

• Corporate culture and values

• Facilitation of independent directors

• Evaluation of performance of the management and feedback

• Independence of the management from the Board

• Access of the management to the Board and Board access to the management

The company has also formulated familiarisation of Independent Directors. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company www.capitaltrust.in.

A statement on formal evaluation of the Board is mentioned in the Corporate Governance Report which is provided separately in this Annual Report.

Information on Directors Appointment /Re-appointment

A brief resume of the Director proposed for the appointment/re-appointment at the ensuing Annual General Meeting, the nature of his/her experience in specific functional areas and name of Companies in which he hold Directorship and Membership of committees of the Board are provided in the Notice of the Annual General Meeting of the company.

28. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

• Audit Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Risk Management Committee

The company also has Asset Liability Committee.

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the “Report on Corporate Governance”, as a part of this Annual Report.

29. EMPLOYEE STOCK OPTION SCHEME

Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme, 2016 holds 143915 shares. The trust has not granted any shares to employees yet. There has not been any further allotment of shares to the Trust.

30. VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism for directors and employees of the Company to report to the appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct policy and provides safeguards against victimization of employees who avail the

mechanism and also provide for direct access to the Chairman of the Audit Committee. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The policy is available on the website of the company www.capitaltrust.in.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013 READ WITH RULES

The Company is in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a prevention of sexual harassment policy in place. The Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy on Sexual Harassment of Women at Workplace is available on the website of the company www.capitaltrust.in.

32. AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors

The Statutory Auditors of the Company M/s JKVS & Co. Chartered Accountants (Firm Registration No. 302049E), were appointed as the statutory auditor of the from Extraordinary General Meeting held on 12th March, 2022 for the period of 5 years on such remunerations may be mutually agreed between the Board of Directors of the Company and the Auditors. The same is being ratified.

b) Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board has appointed M/s Shashank Sharma and Associates, firm of Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 forms part of this Report. The Report does not contain any qualification, reservation or adverse remark.

c) Internal Auditor

The Company had appointed Mr. Vijay Malviya as Internal Auditor. The Internal Auditor has submited reports on quarterly basis which is placed before the audit committee of company.

33. EXPLANATIONS ON COMMENTS BY THE BOARD ON ANY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

(i) Statutory Auditor’s report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor’s report.

However, the auditors have observed that:

A. During the year, the Company has transferred Rs. 8.36 Lakhs to Investor Education and Protection Fund with delay of 18 days.

In response to it, we would like to inform you that there was technical issues with website where the forms could not be filed.

B. According to the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise, Value Added tax, Cess and other statutory dues as applicable, with the appropriate authorities. There were no undisputed outstanding statutory dues as at the year end for a period of more than six months from the date they became payable other than Provident Fund amounts to Rs. 4.27 Lakhs, Employees’ State Insurance amounts to Rs. 1.06 Lakhs and Professional Tax amounts to Rs. 1.34 Lakhs.

In response to that it is submitted that the there were some employees where there is mismatch between the name in their Adhar and PAN and therefore their UAN is either not generated or not linked. Therefore the amount can not be deposited. The company has separately parked this amount and will deposit once the issue is resolved by employees.

C. Based upon the audit procedures performed and considering the principles of materiality outlined in Standards on Auditing, for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company noticed or reported during the year nor have we been informed of any such case by the management during the course of audit except frauds discovered by the Company aggregating Rs. 5.40 Lakhs committed by employees by embezzlement of cash against which the Company has recovered Rs. 2.14 Lakhs and balance Rs. 3.26 Lakhs has been provided for doubtful in the statement of profit and loss.

In response, it is submitted that the nature of the business involves some clients repaying their loan installments in cash at the branch office. In a few instances, employees did not deposit this cash in the bank and absconded with the money. The company has already recovered a portion of the lost funds and has initiated action against those employees.

(ii) Secretarial Auditor’s Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark made by Secretarial Auditor.

(iii) Internal Auditors’ Report

The Internal Audit Reports does not contain any qualification, reservation or adverse remark made by Internal Auditor.

34. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS

Based upon the audit procedures performed and considering the principles of materiality outlined in Standards on Auditing, for the purpose of reporting the true and fair view of the

financial statements and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company noticed or reported during the year nor have we been informed of any such case by the management during the course of audit except frauds discovered by the Company aggregating Rs. 5.40 Lakhs committed by employees by embezzlement of cash against which the Company has recovered Rs. 2.14 Lakhs and balance Rs. 3.26 Lakhs has been provided for in the statement of profit and loss.

In response to that it is submitted that the the nature of the business is such that cash is collected from customers and same is to be deposited in the bank account. In some cases the employees take away the cash. The company has zero tolerance towards the frauds and legal action is taken against the fraudulent employees .

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at 31^st March, 2024.

36. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY’S SECURITIES

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Company’s Securities (‘Code’) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by way of dealing in securities of the Company by its Designated Persons. Ms. Tanya Sethi, Company Secretary and Compliance Officer of the Company is authorized to act as Compliance Officer under the Code.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of Energy/ Technology Absorption

As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule — 8 (3) of the Companies (Accounts)Rules, 2014 is not provided.

Foreign Exchange Earnings and Outgo

The Foreign exchange earnings for the FY 2023-24 were Nil.

Foreign Exchange Inflow: Nil Foreign Exchange Outflow: Nil

38. EMPLOYEE REMUNERATION

A. The statement containing particulars of employees as required under Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

S. No.	Details	Disclosure by the Company
1.	The ratio of the remuneration of each Whole time director to the median remuneration of the employees of the company for the financial year	Managing Director : 105:1 Executive Director : 40:1
2.	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	Managing Director : Nil Executive Director : Nil Chief Financial Officer : 10% Company Secretary: 10%
3.	The percentage increase in the median remuneration of employees in the financial year;	Nil
4.	The number of permanent employees on the rolls of Company	1834
5.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	There has been 10% increase in remuneration of employees during the year.
6.	Affirmation that the remuneration is as per the remuneration policy of the company	Yes

b. In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn are set out below:

a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore Two lakh rupees :

S. No.	Particulars	Details
1.	Name and Designation	Mr. Yogen Khosla,Managing Director
2.	Remuneration received	Rs. 179.467 Lakhs
3.	Nature of Employment	Permanent
4.	Qualifications	Mr. Yogen Khosla is a commerce and Experience graduate from Loyola College, Chennai. He introduced the company into retail lending of Micro loans in rural and semiurban areas in 2008. He has led the company to being adjudged as to one of the top 100 Small and Medium Enterprises in India by India SME Forum in 2017.
5.	Date of Commencement of Employment	01-04-2003
6.	Age	60
7.	Last Employment	Associated with the company since inception

8. Percentage of Equity Shares 36.91%

Held

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, pro rata rate which, in the aggregate, was not less than Eight Lakhs Fifty thousand rupees per month; NIL

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that Year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. : NIL

39. GRIEVANCE REDRESSAL

Your Company has adopted a well-structured customer grievance redressal mechanism and provides customers a reliable and easily accessible interface for timely and fair resolution of enquires & complaints. The helpline Number is printed on each document shared with the customers and a person is dedicated to address the customer grievances. The helpline number is available in each branch with the contact person and the contact details of the Officials of the Reserve Bank of India for escalation of grievances if company is unable to redress the complaints. Grievance Redressal Mechanism is also available on the website of Capital Trust to facilitate easy access.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

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

41. ADDITIONAL DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014

a. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:

During the Financial Year under review, the Company has made neither any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.

b. 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.

During the Financial Year under review, it is not applicable to the Company.

42. DIVIDEND DISTRIBUTION POLICY

(i) Scope and Purpose

a. Capital Trust Limited (“the Company”) equity shares are listed on the BSE Limited and the National Stock Exchange of India Limited.

b. This Dividend Distribution Policy (“the Policy”) defines conditions to be considered by the Board for recommending / paying a dividend to the shareholders of the Company. The Board of Directors will recommend any interim / annual dividend based on this Policy, applicable laws, as well as any specific financial or market conditions prevailing at the time.

c. Subject to the factors mentioned in para 1.2 above, the Company has a consistent dividend policy for “distribution of dividend out of profits and the Board may recommend the rate”.

d. The Policy set out the broad criteria to be considered for determining the proposed dividend to appropriately reward shareholders through dividends while supporting the future growth of the Company.

(ii) Dividend Policy

a. Dividend Distribution Philosophy

i. The Company believes in long term value creation for its shareholders while maintaining the desired liquidity and leverage ratios and protecting the interest of all the stakeholders. Accordingly, the focus will continue to be on sustainable returns in terms of dividend, in consonance with the dynamics of business environment.

b. The circumstances under which shareholders may not expect dividend

i. The Company shall comply with relevant statutory requirements that are applicable to the Company in declaring dividend or retained earnings. Generally, the Board shall determine dividend for a particular period after taking into consideration financial performance of the Company, advice of executive management and other parameters described in the Policy.

c. The financial parameters that shall be considered while declaring dividend

i. As in the past, subject to provisions of applicable law, the Company’s dividend pay-out will be determined based on available financial resources, investment requirements and taking into account optimal shareholder return.

ii. Based on above and, subject to factors mentioned in para 2.4 below, the Company will endeavour to maintain steady level of dividend.

d. The internal / external factors that shall be considered for declaration of dividend

i. When recommending / determining the dividend, the company will consider, amongst other matters:

1. actual results for the year and the outlook for business operations

2. providing for anticipated capital expenditures or acquisitions to further enhance shareholder value or meet strategic objectives

3. setting aside cash to meet debt repayments

4. changes in cost and availability of external financing

5. level of dividends paid historically

6. retaining earnings to provide for contingencies or unforeseeable events

7. the overall economic environment including taxation

8. changes in government policy, industry rulings and regulatory provisions

e. Policy on utilization of retained earning

i. The utilization of retained earnings will include:

1. Inorganic / organic growth

2. Diversification opportunities / capital expenditure

3. Fund based requirement of company, its subsidiaries, joint ventures and/or other investee companies

4. General corporate purposes including contingencies

5. Investments in the new/existing business

6. Any other permitted use under the Companies Act, 2013 and applicable laws

f. Provisions with regard to various classes of shares

i. The provisions contained in this policy shall apply to all classes of shares of the Company. It may be noted that currently the Company has only one class of shares, namely, equity shares.

iii) Review and Disclosure

a. This policy will be reviewed and amended, as and when, required by the Board and/or under applicable laws. Any revisions in the Policy will be communicated to shareholders in a timely manner.

iv) Limitation

a. In the event of any conflict between the Act or the SEBI Regulations or other statutory enactments (“the Regulations”) and the provisions of this policy, the Regulations shall prevail over this policy. Any subsequent amendment / modification in the Regulations, in this regard, shall automatically apply to this policy.

(v) Disclaimer

a. The Policy does not constitute a commitment regarding future dividends of the

Company, but only represents a general guidance regarding payment ofdividend.

b. The statement of the policy does not in any way restrict right of the board to use its discretion in the recommendation of the dividend to be distributed considering various factors mentioned in the policy. Further, subject to the provisions of

applicable laws, the board reserves the right to depart from the policy as and when circumstances so warrant.

43. REGISTER E-MAIL ADDRESS

To contribute towards a greener environment, the Company again proposes to send documents like general meeting notices/other notices, annual report, audited financial statements, boards’ report, auditors’ report or any other document, to members in electronic form at the e-mail address provided by them and/or available to the Company by the Depositories. Members who have not yet registered their e-mail address (including those who wishes to change their already registered e-mail address) may get the same registered/updated either with his / her depository participants or by writing to the Company / RTA.

44. ACKNOWLEDGMENTS

The Board of Directors acknowledge and place on record their appreciation for the guidance, co-operation and encouragement extended to the Company by the Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, National Stock Exchange of India Limited,Bombay Stock Exchange Limited and other concerned Government departments/agencies at the Central and State level as well as various domestic financial institutions/banks, agencies etc. Your Directors also convey their gratitude to the shareholders, various various Banks/Multilateral agencies/financial Institutions/ credit rating agencies for the continued trust and for the confidence reposed by them in CTL.

The Company is also thankful to the Statutory Auditors and Secretarial Auditor for their constructive suggestions and co-operation.We would also like to place on record our appreciation for the untiring efforts and contributions made by the employees towards the growth of the Company.

---

Mar 31, 2018

The Directors take pleasure in presenting the Thirty Second Annual Report on the business and operations of your company along with the standalone and consolidated audited financial statements for the year ended March 31, 2018.

1. FINANCIAL RESULTS

The Company’s financial performance for year ended 31st March, 2018 is summarized below:

(Rs. In lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18 1	2016-17
Total Income from operations	17347.65	11875.9	18211.43	12477.7
EBIDTA	7096.88	7870.88	7013.78	8383.31
Less:
Interest	5852.78	2341.43	6216.24	2657.33
Depreciation	44.31	39.14	44.32	39.14
Profit Before Tax	1199.78	5490.31	753.22	5686.84
Profit/(Loss) after tax	622.86	3688.94	137.26	3785.72
Available for appropriation	622.86	3688.94	137.26	3785.72
Transfer to Reserve fund u/s 45IC of RBI Act, 1934	124.57	737.79	124.57	757.14

2. FINANCIAL PERFORMANCE

The year was still under impact of the demonitisation of the high currency notes which was announced by the Government in November, 2016. Your company is providing the Micro enterprise loans which uses cash in the recovery operations. The installments on these loans have fortnightly / monthly collections of small denominations. On account of non-availability of cash post demonetization, the borrowers were not in a position to service their loans which led to delay and drop in collection rates.

The RBI dispensation on classification of NPA (allowing a further 90 days over the 90 days overdue norm for classification as an NPA) was misconstrued and deemed as repayment holidays, adding woes to the already affected situation. This was further taken advantage of by local politicians in states of UP and Uttarakhand.

Despite the company had been following cashless disbursements, still the disbursement was effected because of the withdrawal limits imposed on the people by the banks.

There was also shortage of funds as the lenders were under wait and watch policy.

Despite of all these limitations the company has performed well as highlighted hereunder:

- The consolidated operating income has increased from Rs. 12477.66 Lakhs in year 2016-17 to Rs. 18211.42 Lakhs in year 2017-18 showing the growth of 46%.

- No. of branches increased from 162 to 242.

- AUM increased from Rs. 55500 Lakhs to 79500 Lakhs.

- The consolidated net profit decreased from Rs. 3785.71 Lakhs to Rs. 137.22 Lakhs due to writeoffs and higher provisioning to negate the effect of demonitisation.

During the year, the company has started operations in the states of Bihar, Orissa, Chatisgarh and Jharkhand. Your company is now operating in 10 states. The company has always been following the path having a neat portfolio. Your company has strict checks and balances which enable the company to have a good clean portfolio.

Your company has tied up with various financial institutions thereby raising the loan of Rs. 36000 Lakhs from them during the year. Your company has never failed in paying any installments or interest to the lenders. The company enjoys good reputation with all its stakeholder. The credit rating of the company is BBB assigned by CARE Ratings.

3. FUND RAISING

During the year under review, there has not been any change in the capital. The company has been able to raise Rs. 32894 Lakhs from the Banks and other financial institutions.

4. DIVIDEND

The company has been paying dividend continuously for the last three years. However, due to demonetization, the profitability of the company has been impacted. But to keep the trend of paying the dividend, your board recommends the dividend of 5% for the equity shares of the company.

5. RESERVE FUNDS

As per section 45 IC of RBI Act 1934, the Company has transferred Rs. 124.57 Lakhs in reserve fund i.e aggregating of 20% of its net profit.

6. CREDIT RATING

The Credit Rating of the Company is BBB from Care Ratings and Brick Works. In the year 2016-17, the company also had the same rating.

7. CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act, 2013 and Accounting Standards (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement have been prepared, which forms part of the Annual Report.

8. SUBSIDIARY COMPANIES

The Company has two wholly owned subsidiaries in the name of Capital Trust Microfinance Private Limited and Capital Trust Housing finance Private Limited.

The Audited Annual Financial Statements of Subsidiary Companies are tabled at the Audit Committee and Board of Directors of the company. Copies of the Minutes of the Board Meetings of Subsidiary Companies are tabled at the subsequent Board Meetings.

9. COMPLIANCE WITH RBI GUIDELINES:

Your Company is compliant with all the applicable RBI regulatory norms. Since the company has become Systematically Important Non Deposit taking NBFC, the company complying with all the provisions of the master directions in this regard. Capital Trust Microfinance Pvt. Limited has also become the Systematically Important Non Deposit taking NBFC as a group company of Capital Trust Limited and is fully compliant with the master directions for Microfinance Companies in India.

10. CAPITAL ADEQUACY

The Capital Adequacy Ratio of the company was 27.43% as of March 31, 2018 as against the minimum capital adequacy requirements of 15% by RBI. The company is having adequate capital to sustain the future growth.

11. SHARE CAPITAL

During the period under review the company has increased its Authorised share capital from Rs. 19 Crores to Rs. 30 Crores. However the paid up capital of the company remains at 16,36,14,150 divided to 1,63,61,415 equity shares of Rs 10/- each.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

13. CHANGES IN NATURE OF BUSINESS

There has not been any change in the nature of Business and the company continues to do the business as a NonBanking Finance Company.

14. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(1) of the Companies Act, 2013, the company has a Corporate Social Responsibility Committee comprising of the below members:

Name	Designation	Category
Mr. Hari Baskaran	Chairman	Independent Director
Mr. Yogen Khosla	Member	Managing Director
Mrs. Anju Khosla	Member	Executive Director
Mr. Surendra Mahanti	Member	Independent Director
Col. Vijay Kumar (Retd.)	Member	Independent Director

Your company is working with the people who are left by the Banks and large NBFCs as for them they are very small. The company provides financial assistance to these people to earn their livelihood and live their life with financial freedom. Your company is targeting missing middle. The company is also providing training to these poor people free of cost and provinding them employment in the company. During the year, Capital Trust has implemented wide range of activities by providing training to people at Rural and semi urban areas in various fields in finance and credit sector free of cost for financial literacy and further facilitating employment opportunities to deserving candidates. So the Company feels that there is no additional CSR expenditure required.

15. RISK MANAGEMENT POLICY

The Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing the Company’s enterprise wide risk management framework and overseeing that all the risks that we are facing like strategic, financial, credit, market, market liquidity, interest rate risk, equity price, security, IT, Legal, Regulatory, reputational and other risks have been identified and assessed and there is adequate risk management infrastructure in place capable of addressing those risks. The Committee also has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The various measures to overcome principal risks and uncertainties are thoroughly studied and placed before the board and Audit Committee.

The Company’s management systems, organisational structures, processes, standards, code of conduct and behaviours together manage associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

The main objects of the Risk Management Policy adopted by the company are to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management and assure business growth with financial stability.

16. CORPORATE GOVERNANCE

The Company is in compliance with the Corporate Governance requirement of Companies Act, 2013 also those set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under Listing Regulations forms an integral part of this Report. The company has also adopted various Social and Environmental policies and the same is placed on the website of the company www.capital-trust.com

A certificate from M/s Singhi & Co, Chartered Accountants, statutory auditors of the company confirming compliance with the condition of Corporate Governance as stipulated under the listing Regulation also form part of the Annual Report.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Information on transaction with related parties pursuant to particulars of contracts or arrangements with related parties referred to in Section 188(1) in the prescribed form AOC -2 is appended to the Board’s Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security is not applicable to us.

19. PUBLIC DEPOSITS

Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 as per provisions of Section 134(3) (a) Companies Act, 2013 and rules thereto is annexed to this report.

21. NO. OF MEETINGS OF THE BOARD

The Board met 5 times during the financial year 2017-18 viz., on May 23, 2017, July 15, 2017, August 14, 2017, November 14, 2017 and January 31, 2018.

The maximum interval between any two meetings did not exceed 120 days. The details of these meetings are given in Corporate Governance Report, which forms part of Directors’ Report.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a ‘going concern’ basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal controls and processes in place with respect to its operations, which provide reasonable assurance regarding the reliability of the preparation of financial statements and financial reporting as also functioning of other operations. These controls and processes are driven through various policies and procedures. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

24. DIRECTORS & KEY MANAGERIAL PERSONNEL

a) RE-APPOINTMENT

During the year under review, the term of Mr. Yogen Khosla (DIN 00203165), Chairman and Managing Director of the Company who was appointed for a term of five years with effect from April 01, 2013 expired on March 31, 2018. As per the applicable article of the Articles of Association of the Company and recommendation of the Nomination and Remuneration Committee and Audit Committee, approval of the company was accorded in the Annual General Meeting held on 10th August,2017 for reappointment of Mr. Yogen Khosla as Managing Director of the company for a period of five years with effect from 1st April, 2018 on such terms and conditions as approved by the members in their Extra Ordinary General Meeting held on 26th July, 2016.

b) RETIRE BY ROTATION

During the year under review, Mrs. Anju Khosla (DIN-03496484), Director of the Company, retires by rotation. She being eligible, offers herself for re-appointment and was reappointed as Executive Director of the Company.

c) CESSATION/ RESIGNATION

During the year under review Mr. Nitin Dhingra Chief Financial Officer of the Company resigned w.e.f 30th June, 2017 due to certain personnel unavoidable circumstance. The company is in the process of appointment of the replacement.

All Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.

25. BOARD’S INDEPENDENCE

Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations :-

1. Mr. Hari Baskaran (DIN 02666053)

2. Mr. Surendra Mahanti (DIN 01077614)

3. Mr. Joginder Pal Dua (DIN 02374358)

4. Mr. Vijay Kumar (DIN 06979864)

26. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The appointment of the directors of the as per the Policy framed from for Selection and Appointment of Directors. The policy is in compliance with the provisions of the Companies Act, 2013 and SEBI Listing (Obligations and Disclosure Requirements) Regulations.

The directors are appointed on the recommendation of the Nomination and Remuneration Committee.

27. NOMINATION AND REMUNERATION POLICY

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 has formulated and adopted a nomination and remuneration policy which is disclosed on our website.

28. ANNUAL EVALUATION OF BOARD MEMBERS

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Companies Act 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”), the Board is required to carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the Audit Committee, Nomination and Remuneration Committee.

The executive Directors are evaluated on the basis of following criteria.

Organizational Persistence		Continuous	Decency
goals		improvement
Humility	Integrity	Understanding	Setting a
		of and	vision for
		commitment	Company’s
		to company	Work
Managing	Building	External	Enhanced
execution	a strong	communication	Profit-
	organiza-	and	ability
	tion	relationship-
		building

The Independent Directors are evaluated on the basis of:

- Structure of the Board - Competency, Experience and Qualifications of directors, Diversity in Board under various parameters, Appointment Process

- Meetings of the Board - Regularity of meetings and adequacy, discussions and recording of dissent, if any.

- Recording of minutes, dissemination of information

- Functions of the Board - Role and responsibilities of the Board

- Strategy and performance evaluation

- Management of Conflict of interest

- Stakeholder value and responsibility

- Corporate culture and values

- Facilitation of independent directors

- Evaluation of performance of the management and feedback

- Independence of the management from the Board

- Access of the management to the Board and Board access to the management

The company has also formulated familiarisation of Independent Directors. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company www.capitaltrust.in.

29. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

- Audit Committee

- Shareholders’ Relationship Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Risk Management Committee

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the “Report on Corporate Governance”, as a part of this Annual Report.

30. EMPLOYEE STOCK OPTION SCHEME

Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme, 2016 holds 143915 shares. The trust has not granted any shares to employees yet. There has not been any further allotment of shares to the Trust.

31. VIGIL MECHANISM

The company has adopted a Vigil Mechanism policy with a view to provide a mechanism for directors and employees of the Company to report to the appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee.The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.The policy is available on the website of the company www.capitaltrust.in.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013 READ WITH RULES

The Company is in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a prevention of sexual harassment policy in place. The Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The policyon Sexual Harassment of Women at Workplace is available on the website of the company www.capitaltrust.in.

33. AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditors

The Statutory Auditors of the Company M/s Singhi & Co. Chartered Accountants (Firm Registration No. 302049E), were appointed as the statutory auditor of the from the conclusion of 31st Annual General Meeting held on 10th August, 2017 to hold office till the conclusion of Thirty Sixth Annual General Meeting in the year 2021-22 on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors. However the appointment is subject to the ratification by the members in the ensuing Annual General Meeting. For that purpose the resolution is being placed before the members for their approval.

b) Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board has appointed M/s Shashank Sharma and Associates, firm of Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 forms part of this Report. The Report does not contain any qualification, reservation or adverse remark.

c) Internal Auditor

The Company had appointed M/s D P Bhardwaj and Associates, Chartered Accountants as Internal Auditor. The Internal Auditor submits reports on quarterly basis which is placed before the Board in their Meeting.

34. EXPLANATIONS ON COMMENTS BY THE BOARD ON ANY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

(i) Statutory Auditor’s report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor’s report.

(ii) Secretarial Auditor’s Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark made by Secretarial Auditor.

(iii) Internal Auditors’ Report

The Internal Audit Reports does not contain any qualification, reservation or adverse remark made by Internal Auditor.

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND.

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at 31st March, 2018.

36. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS

During the year under review, the Statutory Auditors have mentioned that that no material fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the year except cash embezzlements made by two employees aggregating Rs. 9,12,757 for which insurance claim has been filed and shown as recoverable at the year end.

37. ANNUAL EVALUATION OF THE BOARD

A statement on formal evaluation of the Board is mentioned in the Corporate Governance Report which is provided separately in this Annual Report.

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

Conservation of Energy/ Technology Absorption

As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts)Rules, 2014 is not provided.

Foreign Exchange Earnings and Outgo

The Foreign exchange earnings for the FY 2017-18 were Nil.

Foreign Exchange Inflow: Nil Foreign Exchange Outflow: Nil

39. PARTICULARS OF EMPLOYEES

The statement showing the name of every employee of the company, who

a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore Two lakh rupees:

S. No. Particulars		Details
1	Name and Designation	Mr. Yogen Khosla, Chairman & Managing Director
2	Remuneration received	Rs. 119.05 Lakhs
3	Nature of Employment	Permanent
4	Qualifications and Experience	Mr. Yogen Khosla is a commerce graduate from Loyola College, Chennai. He introduced the company into retail lending of Micro loans in rural and semi-urban areas in 2008. He has led the company to being adjudged as to one of the top 100 Small and Medium Enterprises in India by India SME Forum in 2017.
5	Date of 01-04-2003 as Commencement Managing Director of Employment
6	Age	56
7	Last Employment held	Associated with the company since beginning.
8	Percentage of Equity Shares held	48.55%

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, pro rata which, in the aggregate, was not less than Eight Lakhs Fifty thousand rupees per month;

Nil

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Nil

40. GRIEVANCE REDRESSAL

Your Company has adopted a well-structured customer grievance redressal mechanism and provides customers a reliable and easily accessible interface for timely and fair resolution of enquires & complaints. The helpline Number is printed on each document shared with the customers and a person is dedicated to address the customer grievances. The helpline number is available in each branch with the contact person and the contact details of the Officials of the Reserve Bank of India for escalation of grievances if company is unable to redress the complaints. Grievance Redressal Mechanism is also available on the website of Capital Trust to facilitate easy access.

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

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

42. ACKNOWLEDGMENTS

The Board of Directors acknowledge and place on record their appreciation for the guidance, co-operation and encouragement extended to the Company by the Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, National Stock Exchange of India Limited, Bombay Stock Exchange Limited and other concerned Government departments / agencies at the Central and State level as well as various domestic financial institutions / banks, agencies etc. Your Directors also convey their gratitude to the shareholders, various Banks / Multilateral Agencies / Financial Institutions / Credit Rating Agencies for the continued trust and for the confidence reposed by them in CTL.

The Company is also thankful to the Statutory Auditors and Secretarial Auditor for their constructive suggestions and co-operation. We would also like to place on record our appreciation for the untiring efforts and contributions made by the employees towards the growth of the Company.

FOR AND ON BEHALF OF THE BOARD

OF CAPITAL TRUST LIMITED

Sd/-

Yogen Khosla

Chairman and Managing Director

DIN-00203165

Dated: 22nd May, 2018

Place: New Delhi

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Mar 31, 2017

Your Directors take pleasure in presenting the Thirty First Annual Report on the business and operations of your company along with the standalone and consolidated audited financial statements for the year ended March 31, 2017.

1. FINANCIAL RESULTS

The Company''s financial performance for year ended 31st March, 2017 is summarized below:

(Rs. In lakhs)

	Standalone		%age of	Consolidated		%age of
Particulars	2016-17 1	2015-16	Change	2016-17	2015-16	Change
Total Income from operation	11875.9	6131.56	94%	12477.7	6131.56	103%
EBIDTA	7870.88	4341.11	81%	8383.31	4341.11	93%
Less:
Interest	2341.43	1217.85	92%	2657.33	1217.85	118%
Depreciation	39.14	20.91	87%	39.14	20.91	87%
Profit Before Tax	5490.31	3102.35	77%	5686.84	3102.35	83%
Profit/(Loss) after tax	3688.94	2024.52	82%	3785.72	2024.52	87%
Available for appropriation	3688.94	2024.52	82%	3785.72	2024.52	87%
Transfer to Reserve fund u/s 45IC of RBI Act, 1934	737.79	404.9	82%	757.14	404.9	87%

The year under review was affected by demonetization of high currency notes, which has affected the business as a whole in general and NBFCs dealing in microfinance and micro credit loans in particular. After demonetization, the disbursements had dried up and the collection was also affected due to no availability of legal currency notes with the clients. The situation improved a bit only after January, 2017. However due to elections in UP and false propaganda by political parties, the collection was low as compared to other states in India. In spite of these difficulties the company has done exceptionally well and has increased its assets under Management to Rs. 55500 Lakhs in year 2017 from Rs. 30400 Lakhs in year 2016. During the year the company has takeover a NBFC-MFI company and has started the Microfinance business under that company. The results given above are therefore consolidated as well as standalone. The consolidated income from operations has increased from Rs. 6131.56 Lakhs in year ending 31st March 2016 to Rs. 12477.67 Lakhs in year ending 31st March, 2017 increasing by 103%. The net profit has also increased from Rs. 2024.52 Lakhs in year ending 31st March, 2016 to Rs. 3785.72 Lakhs in year ending 31st March, 2017 increasing by 87%.

Your company has opened branches in two more states of Rajasthan and Madhya Pradesh. In the current year the company is planning to expand in new states. The company has always been following the path having a neat portfolio. Your company has strict checks and balances which enable the company to have a good clean portfolio.

Your company has tied up with various financial institutions thereby raising the loan of Rs. 360 crs from them during the year. Your company has never failed in paying any installments or interest to the lenders. The company enjoys good reputation with all its stakeholder.

2. FUND RAISING

During the year under review, the company has converted 1550000 warrants issued to Mr. Yogen Khosla into equal number of equity shares at the rate of Rs. 117/- per equity share. The company has allotted 143915 equity shares to Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme, 2016. Pursuant to these developments, the paid up capital of the company has increased to Rs. 16,36,14,150 divided into 1,63,61,415 fully paid equity shares of Rs. 10/- each.

3. DIVIDEND

Keeping the tradition of paying dividend, your Directors have recommended a dividend of Rs. 1.50/- per Equity Share of the company for the financial year ended March 31, 2017 amounting to Rs 2.45 crores. The Dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend payout for the year under review has been formulated to pay sustainable dividend linked to long term growth objectives of the Company.

4. RESERVE FUNDS

As per section 45 IC of RBI Act 1934, the Company has transferred Rs. 757.14 Lakhs in reserve fund i.e aggregating of 20% of its net profit.

5. CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act,

2013 and Accounting Standards (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement have been prepared, which forms part of the Annual Report.

6. SUBSIDIARY COMPANIES

During the year under review, the company took over 100% shareholding of a Microfinance Company registered with RBI in the name of Parikarma Investments and Financial Services Private Limited and subsequently changed its name to Capital Trust Microfinance Private Limited.

During the year, the Board of Directors reviewed the affairs of company''s subsidiary.

The Policy for determining material subsidiaries has been approved by the Board.

7. COMPLIANCE WITH RBI GUIDELINES:

During the year the assets of the company have crossed Rs. 500 Crores and the company has become Systematically important NBFC. The company has thus started complying the provisions as applicable to NBFC-ND-SI regulations set by Reserve Bank of India.

During the year your company has complied with all applicable regulations of the Reserve Bank of India. As per Non Banking Finance Companies RBI Directions, 1998, the directors hereby report that the company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year.

8. CAPITAL ADEQUACY

The Capital Adequacy Ratio of the company was 46.83% as of March 31, 2017 as compared to 18.50% in year 2015 as against the minimum capital adequacy requirements of 15% by RBI.

9. THE CHANGE IN NATURE OF BUSINESS

There has not been any change in the nature of business.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a ''going concern'' basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

11. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on

Corporate Governance as stipulated under Listing Regulations forms an integral part of this Report. The company has also adopted various Social and Environmental policies and uploaded the same on the website of the company.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Information on transaction with related parties pursuant Particulars of contracts or arrangements with related parties referred to in Section 188(1) in the prescribed form AOC -2 is annexed to the Board''s Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security is not applicable to us.

14. PUBLIC DEPOSITS

Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Section 134(3)

(a) Companies Act, 2013 and rules thereto is annexed to this report.

16. NO. OF MEETINGS OF THE BOARD DURING THE FY 2016-17

During the Financial Year 2016-17, your Board met sixteen times on 26.04.2016, 10.06.2016, 12.07.2016, 26.08.2016, 26.09.2016, 28.09.2016, 30.09.2016, 13.10.2016, 02.11.2016, 09.11.2016, 19.11.2016, 24.11.2016, 01.12.2016, 08.12.2016, 09.02.2017 and 06.03.2017. As per Companies Act, 2013 minimum four meetings are required to be held in a year. The details of these meetings are given in Corporate Governance Report, which forms part of directors'' report.

17. NOMINATION AND REMUNERATION POLICY

Capital Trust Limited believes in the manner of its affairs in a fair and transparent view by adopting the ethical behavior standards, integrity, and professionalism and in compliance of laws towards the society, government & its stakeholders. In terms of Section 178 of the Companies Act, 2013, the company has formulated and adopted the Nomination & Remuneration policy. This policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors and Key Managerial Personnel.

The policy is available on the website of the company www.capital-trust.com.

18. RISK MANAGEMENT POLICY

The Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that an organization like ours faces such as strategic, financial, credit, market, liquidity, , interest rate risk, equity price, security, , IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together manage associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

The main objects of the Risk Management Policy adopted by the company are to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management and assure business growth with financial stability.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

20. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

During the year under review following changes took place on the Board:

- Cessation of directorship of Mr. Manpreet Singh Chawla at the Annual General Meeting as his name was not proposed for directorship.

- Appointment of Mr. Sachin Kumar Bhartiya as a Nominee Director pursuant to section 152 of the Companies Act, 2013.

- Appointment of Mr. Joginder Pal Dua as additional director in the capacity of Independent Director

- Reappointment of Mrs. Anju Khosla as Executive Director after retiring by rotation.

- Appointment of Mr. Nitin Dhingra as CFO of the company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations.

21. BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Companies Act 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the Audit Committee, Nomination and Remuneration Committee. The evaluation was placed before the board of directors in their meeting held on 6th March, 2017. The Board performance is evaluated on the basis of number of Board and Committee meeting attended by individual director, participation of director in the affairs of the company, duties performed by each director during the year.

The company has also formulated familiarization of Independent Directors. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company d operates, business model of the Company and related matters are put up on the website of the Company www.capital-trust.com.

22. EMPLOYEE STOCK OPTION SCHEME

The company has allotted shares to Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme, 2016. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution was passed by the members in the Extra Ordinary General Meeting 24th October, 2016.

23. COMPOSTION OF AUDIT COMMITTEE

The Audit Committee of the Company includes:

Name	Design.	Category
Mr. Hari Baskaran	Chairman Independent Director
Mr. Surendra Mahanti	Member	Independent Director
Col. Vijay Kumar (Retd.)	Member	Independent Director

24. VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism for directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

25. AUDITORS AND AUDITORS'' REPORT

a) Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

However the company has received a letter dated 30.06.2017 from M/s Walker Chandiok and Co. LLP, Chartered Accountants showing their unwillingness to continue as statutory auditors of the company.

It is now proposed to appoint M/s Singhi and Co. Chartered Accountants (Firm Registration No. 302049E) as statutory auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of thirty sixth Annual General Meeting in the year 2021-22.

b) Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board has appointed M/s Shashank Sharma and Associates, firm of Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2016

17. The Secretarial Audit Report for the financial year ended March 31, 2017 forms part of this Report. The Report does not contain any qualification, reservation or adverse remark.

c) Internal Auditor

The company has appointed M/s D P Bhardwaj and Associates, Chartered Accountants as the Internal Auditors to present a fair and true view on the affairs of the Company.

26. EXPLANATIONS ON COMMENTS BY THE BOARD ON ANY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

(i) Statutory Auditor''s report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s report.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

(ii) Secretarial Auditor''s Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark made by Secretarial Auditor.

(iii) Internal Auditors'' Report

The Internal Audit Reports does not contain any qualification, reservation or adverse remark made by Internal Auditor.

27. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(1) of the Companies Act, 2013, the company has a Corporate Social Responsibility Committee comprising of the below members:

Name	Design.	Category
Mr. Hari Baskaran	Chairman	Independent Director
Mr. Surendra Mahanti	Member	Independent Director
Col. Vijay Kumar (Retd.)	Member	Independent Director
Mrs. Anju Khosla	Member	Executive Director
Mr. Yogen Khosla	Member	Managing Director

The company is of the view that it is working for the upliftment of poor people and also imparting financial literacy. The Company has provided training to people at Rural and semi urban areas in various fields in finance and credit sector free of cost and have provided employment to deserving candidates among them. So the Company feels that there is no additional CSR expenditure required.

28. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND.

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at 31st March, 2017.

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

As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 is not provided.

Foreign Exchange Inflow: Nil

Foreign Exchange Outflow: Nil

30. PARTICULARS OF EMPLOYEES

The statement showing the name of every employee of the company, who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees is not required to be given as Company does not have any such employee. Further company does not have any employee who is employed for part of the year and drawing remuneration of Rupees Five Lakhs per month. Further there is no employee in receipt of remuneration, which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. ACKNOWLEDGMENTS

Your Directors would like to express their sincere appreciation for the 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 the Company''s executives, employees and field staff.

FOR AND ON BEHALF OF THE BOARD

OF CAPITAL TRUST LIMITED

Sd/-

Yogen Khosla

Chairman and Managing Director

DIN-00203165

Dated : 15th July, 2017

Place : New Delhi

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Mar 31, 2014

TO THE MEMBERS OF

CAPITAL TRUST LIMITED

On the behalf of Board of Directors of your Company, I have the pleasure in presenting the 28th report on our business and operations of the company for the year ended March 31,2014.

1. Background

Capital Trust Limited ("Company" or "CTL an Non-Banking Finance Company ("NBFC"),holding a Certificate of Registration from the Reserve Bank of India ("RBI). CTL is headquartered in Delhi and has a wide network of approximately 65 offices across India.

2. Share Capital

The paid-up equity share capital of company on March 31, 2014 is Rs.750 lakh. 71.30% of total capital is held by promoter group.

The Preference Share capital of Company on March 31, 2014 stood Rs. 300 lakh,, which is entirely held by Indo Crediop Private Limited.

3. Results of our Operations

The financial results of the Company during the year under review are summarized as under:

(Rs. in Lakhs) Particulars Year Ended Year Ended 31.03.14 31.03.13

Gross Income from operation 1767.02 899.39

Other Income 29.08 9.36

EBIDTA 980.90 486.50

Less: Interest 678.83 325.31

Depreciation 7.37 6.77

Profit Before Tax 294.70 154.41

Profit/(Loss) after tax 182.45 154.41

Available for appropriation 182.45 154.41

Transfer to Reserve fund u/s 45IC of RBI Act, 1934 36.49 30.88

Surplus/deficit carried to Balance Sheet 114.97 123.53

4. Operations

The Company''s gross income for the financial year ended March 31,2014 raised

Opening Collection Disbursement Closing Portfolio Portfolio

13-Apr 41.863449 4.4784 7.3040695 39.03778 13-May 39.03778 8.3624 6.5068599 40.89332

13-Jun 40.89332 6.9476 3.7429843 44.097936

13-Jul 44.097936 9.0608 6.8342758 46.32446

13-Aug 46.32446 6.7868 6.7861115 46.325148

13-Sep 46.325148 12.0184 9.143611 49.199937

13-Oct 49.199937 10.0644 7.9313415 51.332996

13-Nov 51.332996 8.2156 7.343406 52.20519

13- Dec 52.20519 16.9504 8.6975407 60.458049

14- Jan 60.458049 20.5656 9.6786739 71.344975

14-Feb 71.344975 20.12 9.1745518 82.290423

14-Mar 82.290423 22.024 11.736912 92.577511

and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014, and of the profit of the Company for the year ended on that date;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. they have prepared the annual accounts of the Company on a ''going concern'' basis.

13. Audit Observations

Auditors'' observations are suitably explained in notes to the Accounts and are self- explanatory.

15. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors'' Report) Rules,1988 is given in as an Annexure to this report.

16. Employee Particulars

The information required in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended from time to time) and forming part of the Directors'' Report for the year ended March 31, 2014 is not annexed, as there is no employee drawing salary exceeding the present limits as provided under the Act.

17. Corporate Social Responsibility

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

ACKNOWLEDGMENTS

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to CTL, customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of the commitment, commendable efforts, team work and professionalism of all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF CAPITAL TRUST LIMITED Sd/- Sd/- S Mahanti Yogen Khosla Chairman Director Date: 05.05.2014 Place: New Delhi

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Mar 31, 2012

TO THE MEMBERS OF CAPITAL TRUST LIMITED

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31.03.12 31.03.11

Gross Income from operation 547.25 717.56

Other Income 29.68 16.94

EBIDTA 189.41 243.85

Less:

Interest 160.72 177.32

Depreciation 6.60 6.70

Profit Before Tax 22.09 59.83

Profit/(Loss) after tax 17.88 49.06

Available for appropriation 0.00 0.00

Transfer to Reserve fund u/s 45IC of RBI Act, 1934 3.58 9.81

Surplus/deficit carried to Balance Sheet (122.04) (136.33)

The Company's Gross Income for the year ended 31st March 2012 is Rs. 576.93 Lacs before EBIDTA.

DIVIDEND

In view of carry forwarded losses from previous years, the Directors express their inability to declare any dividend for the Financial Year 2011-12.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and, therefore, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

APPROPRIATION

The Company has transferred Rs. 3.58 Lacs to Reserve Fund under Section 45 I C of RBI Act, 1934 in view of a carry forward loss of Rs. 122.04 Lac in the Accounts of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis of Financial condition including the results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchange, is given as a separate statement in this Annual Report.

The Company's performance went through various ups and downs during the Financial Year 2011-12. This happened due to lack of funds from banks and financial institutions Company's income dropped from Rs. 717.56 lacs to Rs. 547.25 lacs, and Profit Before Tax fell from Rs. 59.83 lacs to Rs. 22.09 lacs.

However, the Company ended the year on a happy note, with portfolio standing at Rs.25.20cr including sold portfolio of Rs. 15cr. Operations at the field level showed resilience in the tough periods as well as remarkable propensity to absorb the fresh disbursements, especially in the last quarter.

DIRECTORS

Mr. N.V.Ramana, appointed on 10th May 2011 as Additional Director, pursuant to Section 260 of the Companies Act, 1956, to hold upto the date of Annual General Meeting for the Year 2010-11, ceased to be on the Board w.e.f. the last Annual General Meeting held on 12th September 2011.

Mr. C.R. Sharma, director conveyed his inability to continue as Director and resigned vide his letter dated 1st February 2012. Thereafter, the same was placed before the Board of Directors in their meeting held on 17th May 2012, at which the Board accepted his resignation.

Cdr. K.L. Khullar, Director, is liable to determination by retirement by rotation and being eligible offers his service for re-appointment.

A brief profile of Mr. Yogen Khosla, Mr. S. Mahanti, and Cdr. K. L. Khullar, and Mr. C. R. Sharma is provided in this elsewhere Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed,

(i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 30th May 2012.

CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Your Company has complied with all the recommendations of the Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance and Management Discussion & Analysis are annexed hereto and forms integral part of this report. The Compliance Report as recommended is provided elsewhere in the Annual Report.

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

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption is not given as the Company is not engaged in any manufacturing activities. And the details of foreign exchange earnings and outgo is annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there is no employee drawing salary exceeding the present limits as provided under the Act.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Securities of the Company are listed on Bombay Stock Exchanges and the Company has paid Annual Listing Fees for the financial year 2012-2013 to the Stock Exchange.

AUDIT COMMITTEE

The Audit Committee consists of Mr. S. Mahanty (Chairman of the Audit Committee Meeting), Mr. Yogen Khosla, and Cdr. K.L. Khullar. The Corporate Governance Report contains other details of the Audit Committee of the Company.

AUDITORS

M/s VSH & Associates, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. M/s. VSH & Associates were re-appointed as Auditors of the Company at the last Annual General Meeting held on 12th September 2011 till the conclusion of Annual General Meeting for the year 2011-12.

AUDITORS REPORT

The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation of the dedication and commitment of your Company's employees during the year. Their unstinted support has been and continues to be an integral to your Company's ongoing growth. Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Company's Bankers, Govt. agencies, customers and business associates for their continued co-operation and guidance and look forward to their continued support in future .

FOR AND ON BEHALF OF THE BOARD

OF CAPITAL TRUST LIMITED

Sd/- Sd/-

Place : New Delhi S. Mahanti Yogen Khosla

Date : 30th May 2012 Director Managing Erector

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Mar 31, 2011

TO THE MEMBERS OF CAPITAL TRUST LIMITED

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under: (Rs. In Lakhs) Year Ended Year Ended Particulars 31.03.11 31.03.10

Gross Income from operation 713.23 304.04

Other Income 21.28 87.11

EBIDTA 215.69 62.64

Less:

Interest 149.16 31.18

Depreciation 6.70 5.49

Profit Before Tax 59.083 25.97

Profit/(Loss) after tax 49.06 22.07

Available for appropriation 0.00 0.00

Transfer to Reserve fund u/s 45IC of RBI Act, 1934 9.81 0.00

Surplus/deficit carried to Balance Sheet (136.34) (171.17)

The Company gross income for the year ended 31st March, 2011 is Rs. 215.69 Lacs before EBIDTA.

Further, non performing assets (NPAs) amounting to Rs. 1,492,817.97 appeared in the Balance Sheet of the Company.

DIVIDEND

In view of carry forward losses from previous years the Directors express their inability to declare any dividend.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

APPROPRIATION

The Company has transferred Rs. 9.81 lacs Nil to Reserve Fund under Section 45 I C of RBI Act, 1934 in view of a carry forward loss of Rs. 136.34 Lac in the Accounts of the Company.

PERFORMANCE REVIEW

The industry was adversely impacted because of the Andhra Pradesh Ordinance on Microfinance. The industry is slowly on its path to recovery after there have been some clarity with the Malegam Committee recommendations and RBI directives on Microfinance.

In spite of the difficult conditions prevalent during the later half of the year the company has turned out impressive results.

The Company’s gross income grew from Rs.391.15 lacs (pr. year) to Rs.734.51 lacs during the year. Its net profit also grew from Rs.22.07 lacs (pr. year) to Rs.49.06 lacs during the current year. Net Portfolio of the company for the Financial Year ended 31st March 2010 was Rs.1238 lacs as against Rs. 1435 lacs for the year ended 31st March 2011. Maximum portfolio including managed portfolio by the company was Rs. 2344 lacs in November 2010.

The Company is also happy to note that it has diversified into new districts in Uttar Pradesh and Uttra Khand and has expanded its branch network from 26 to 40.

DIRECTORS

Mr. S. Mahanti liable to retire by rotation at forthcoming annual general meeting and being eligible to offer himself for re-appointment.

A brief profile of Mr. Yogen Khosla, Mr. S. Mahanti, Cdr. K. L Khullar, Mr. C. R. Sharma and Mr. N.V. Ramana is provided elsewhere in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed,

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 2nd August 2011.

CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Your Company has complied with all the recommendations of the Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance and Management Discussion & Analysis are annexed hereto and forms integral part of this report. The Compliance Report as recommended is provided elsewhere in the Annual Report.

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

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption are not given as the Company is not engaged in any manufacturing activities. And the details of foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Securities of the Company are listed at Mumbai Stock Exchanges and the Company has paid Annual Listing Fees for the financial year 2011-2012 to the Stock Exchange.

AUDIT COMMITTEE

The Audit Committee consisted of Mr. Yogen Khosla, Mr. K.L. Khullar and S. Mahanti (Chairman of the Audit Committee Meeting). The Corporate Governance Report contains other details of the Audit Committee of the Company.

AUDITORS

M/s VSH & Associates, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. M/s. VSH & Associates were re-appointed as Auditors of the company in the Annual General Meeting held on 24.05.2010 till the conclusion of Annual General Meeting for the year 2010-11.

AUDITORS REPORT

The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation of the dedication and commitment of your Company's employees during the year. Their unstinted support has been and continues to be integral to your Company's ongoing growth.

Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Company's Bankers, Govt. agencies, customers and business associates for their continued co-operation and guidance and look forward to their continued support in future

FOR AND ON BEHALF OF THE BOARD Of CAPITAL TRUST LIMITED

S. Mahanti Yogen Khosla Director Managing Director

Place: New Delhi Date : 02.08.2011

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Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the year ended 31 st March 2010.

The year was significant on quite a few counts for the Company. Inspite of the global liquidity crunch, the business of the Company in terms of Portfolio during the financial year 2008-09 and 2009-10, has increased from Rs. 40,298,687 to Rs. 123,871,892 and in terms of active loan clients, has increased from 6645 to 27004. The company generated public interest as was reflected in the share price movement of the company.

During the first two quarters there was slow increase in business due to shortage of funds as there was hardly any support from the Banks and other Financial Institutions. The position started improving form the 3rd Quarter. With the improvement in liquidity and better fund flow and support from Financial Institutions like, Friends of World Women Banking, IFMR Finance Capital Private Limited and also from Banks your Company continued to strengthen its positiontip to end of Financial Year ended 2010.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under: (Rs. In Lakhs)

Year Ended Year Ended Partlculars 31.03.10 31.03.09

Gross Income from operation 304.04 49.51

Other Income 87.09 118.56

EBIDTA 62.64 (102.93)

Less: Interest 31.18 22.61

Depreciation 5.49 5.09

Profit Before Tax 25.97 (130.64)

Profity(Loss) after tax 22.07 (132.69)

Available for appropriation 0.00 0.00

Transfer to Reserve fund u/s 45IC of RBI Act, 1934 0.00 0.00

Surplus/deficit carried to Balance Sheet (175.58) (193.24)

The Company gross income for the year ended 31st March, 2010 is Rs. 62.64 Lacs before EBIDTA.

Dividend

The Company has ongoing need of financial resources as the Companys core business of Microfinance is growing fast. In order to meet its growing funds requirement, the directors have decided not to declare dividend for the current year. It has therefore, decided to plough back its entire profit into the business.

Public Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

Appropriation

The Company has transferred Rs. Nil to Reserve Fund under Section 45 I C of RBI Act, 1934. The Company proposes to retain the balance profit under review and accordingly a sum of 22.07 Lacs is retained in the profit & loss account.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis of Financial condition including the results of operations of the Company for the year under review as required under Clause 49 of the Listing agreement with the Stock Exchange, is given as a separate statement in this Annual Report.

Performance Review

The Company has during the year shown a modest growth in providing loans to low income people in Urban, semi-urban and rural areas primarily for meeting their productive needs. Initially the area of operation was Delhi and gradually it has expanded to cover clients in parts of Haryana & Uttar Pradesh. After opening 5 branches in Delhi it established additional 18 branches in rural areas in Haryana and Western UP covering districts of Faridabad, Mathura, Aligarh and Hathras. The company has already deployed its entire capital of Rs.75 Mn. The company plans to expand in rural districts of Uttar Pradesh, Rajasthan, Madhya Pradesh and Chattisgarh

The company channelises its financial product to poor women in rural and semi-urban areas through the Grameen based methodology modified to a mini branch model. We have targeted this demographic profile as it represents a section of the population that does not have access to formal financial services. Although this population segment is earning below the international poverty line, these women have proven their ability to run micro businesses. Also, the company appreciates the importance of women empowerment due to the central role within the family and community.

The number of clients in centres varies from 10-20 with an average of 14 clients in each centre. For identifying economic status of client we consider parameters like housing condition, income level, assets owned, room shared per person, etc. After identifying potential clients through motivation meetings we provide 4 days continuous training to the women. The Branch Manager evaluates the group through the Group Recognition Test (GRT). Once the Branch Manager approves the Centre, loan will be disbursed to 60% clients on the 1 st centre meeting day and the rest 40% on the next centre meeting day. Centre meetings are conducted and repayments collected on a weekly basis.

The Board of Directors are pleased to advise shareholders that the Company has turned around in the year under review and has posted a good profit from its core business of Micro financing. The net profit has been modest on account of initial start up expenses incurred on the new business of Microfinance. The Company expects the Microfinance business to contribute to the profits of the Company in the coming financial years by expanding its operations and opening more branches. Being a new line of business, the Company worked on a low key basis with caution and now having gained insight in this line, the Company is hopeful of achieving better results in the coming financial years.

DIRECTORS

At the ensuing Annual General Meeting, Mr. K. K. Raj retires by rotation and is eligible for re-appointment. Further, Mr. K. K. Raj expressed his unwillingness to be re-appointed as Director of company.

Mr. J. S. Tomar & Mr. C. R. Sharma has been appointed as an Additional Director of the Company at the Board Meeting held on 22nd January, 2010 and 09th April, 2010 respectively. The Company has received a notice in writing under their hand signifying their candidate for the office of Director, pursuant to Section 257 of the Companies Act, 1956.

A brief profile of Mr. Yogen Khosla, Mr. S. Mahanti, Mr. K. K. Raj, Cdr. K. L. Khullar, Mr. J. S. Tomar and Mr. C. R. Sharma is provided elsewhere in this Annual Report as an Annexure to the Notice. ..

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed,

(i) That in the preparation of the accounts for the financial year ended 31 st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on April 09,2010.

CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Your Company has complied with all the recommendations of the Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance and Management Discussion & Analysis are annexed hereto and forms integral part of this report. The Compliance Report as recommended is provided elsewhere in the Annual Report.

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

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption are not given as the Company is not engaged in any manufacturing activities. And the details of foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Securities of the Company are listed at Bombay Stock Exchanges and the Company has paid Annual Listing Fees for the financial year 2010-2011 to the Stock Exchange.

AUDIT COMMITTEE

The Audit Committee consists of Mr. Yogen Khosla, Mr. K.K. Raj and Mr. S. Mahanti (Chairman of the Audit Committee Meeting). The Corporate Governance Report contains other details of the Audit Committee of the Company.

AUDITORS

M/s VSH & Associates, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate from the Auditors to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS REPORT

For the observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation of the dedication and commitment of your Companys employees during this year. Their unstinted support has been and continues to be integral to your Companys ongoing growth.

Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Companys Bankers, Govt, agencies, customers and business associates for their continued co-operation and guidance and look forward to their continued support in future.

FOR AND ON BEHALF OF THE BOARD Of CAPITAL TRUST LIMITED

Place: New Delhi Yogen Khosla

Date: 09.04.2010 Managing Director