Directors Report of CSL Finance Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the Thirty-third (33^rd) Annual Report, together with the Audited
Financial Statement of the Company for the Financial Year ended March 31, 2025 ("FY 2025").

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")
and the provisions of the Companies Act, 2013 ("Act").

A Summary of the Company’s Financial Performance for the F.Y. 2025 is as follows:

	Current Year 31-03-2025	Previous Year 31-03-2024
Revenue from operations	21506.08	16564.87
Other Income	98.23	93.62
Total Revenue from Operations/Income	21604.31	16658.49
Expenses
Operating Expenses	10514.72	6991.85
Depreciation, amortization and impairment	172.00	137.75
Other Expenses	1229.46	969.29
Total Expenses	11916.19	8098.89
Profit/loss before Tax	9688.12	8559.60
Less: Tax Expenses	(2478.84)	(2223.4)
Profit for the year	7209.27	6336.20

PERFORMANCE REVIEW

CSL Finance has built a sustainable foundation
to accelerate its growth. Its customer-centric
products, transparency in operations, relentless
focus on customer convenience and investment
in technology has helped accelerate its operations.
CSL Finance is in the business of fostering the
financial inclusion of unbanked and underserved
SMEs, Real estate and non-real estate Corporates
through flexible ticket size loans.

Its income during the year grew by 30% to '' 216 Cr
in FY25 from '' 167 Cr in FY24. Profit After Tax (PAT)
increased by 14% to '' 72 Cr in FY25 from '' 63 Cr in
FY24, an increase of AUM by 16% to '' 1195 Cr in FY25
from '' 1030 Cr in FY24. The Net Worth increased
by14% from '' 475 Cr in FY24 to '' 542 Cr in FY25.
The GNPA in FY25 is 0.46% as compared to 0.44% in
FY24.

The Company had 43 branches across India as on
March 31, 2025. A detailed analysis of the operational
performance and state of affairs of the Company
has been discussed in detail in the Management
Discussion and Analysis Report and Corporate
Overview section of this Annual Report.

Depreciation and Finance Costs

During the year under review, Depreciation was '' 1.72
Cr as compared to '' 1.37 Cr for the previous year.
Finance costs for FY 24 was '' 64.91 Cr as compared
to '' 42.93 Cr for the previous year.

Borrowings

The Total borrowings stood at '' 694.94 Cr as on March
31, 2025 as against '' 503.22 Cr as on March 31,
2024.

Capital Adequacy Ratio

Your Company’s total Capital Adequacy Ratio (CAR) as
on March 31, 2025 stood at 46.95% as compared to
51.17% as on March 31, 2024.

DIVIDEND

Your Directors’ are pleased to recommend a final
dividend of 30% ('' 3.00/- per equity share) of face value
of '' 10/- each fully paid up for the year ended March
31, 2025 on equity share capital of '' 22,78,26,210/-
subject to declaration by Members at the ensuing
33^rd Annual General Meeting of the Company.

Your Company has maintained track record of
consistent growth in dividend distribution.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company
pursuant to Income Tax Act, 1961.

TRANSFER TO RESERVES

Under section 45-IC (1) of Reserve Bank of India (''RBI'') Act, 1934, non-banking financial companies (''NBFCs'')
are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration
of any dividend. Accordingly, CSL Finance (the ‘Company’, or ''CSL'') has transferred a sum of '' 14.42cr to its
reserve fund.

SHARE CAPITAL

As on March 31, 2025, the Share Capital of the Company stood at:

Authorised Capital	'' 23,00,00,000/- (2,30,00,000 equity shares of '' 10 each fully paid-up)
Issued, Subscribed and Paid-Up Capital	'' 22,78,26,210 (2,27,82,621 equity shares of '' 10 each fully paid-up)

EMPLOYEE STOCK OPTION SCHEME
(‘ESOS'')

The Company has CSL (Employee Stock Option
Scheme), 2016 which is prepared as per the provisions
of SEBI (Share Based Employee Benefits) Regulations,
2014 (‘SBEB Regulations’). The said scheme was
approved by shareholders vide Special Resolution
dated September 30, 2016.

7,00,000 options are covered under the CSL ESOS,
2016 which is administered through CSL Employees
Welfare Trust (‘ESOP Trust’).

During the year under review, there was no material
change in said scheme of our Company. As per
Regulation 14 of "SBEB Regulations”, read with SEBI
circular no. CIR/CFD/POLICY CELL/2/2015 dated
June 16, 2015, the details of the "ESOS” are uploaded
on our corporate website at https://www.cslfinance.in/

A certificate from Secretarial Auditor of the Company
confirming that the Scheme has been implemented
in accordance with the applicable Regulations would
be made available for inspection by Members through
electronic means.

The details of the scheme along with grant wise
details of options vested, exercised and cancelled have
been disclosed in Note 35 to the Financial Statements
forming an integral part of the Annual Report.

CREDIT RATING

During F.Y. 2024-25, Credit Rating for the Company
has been A- | Stable from Acuite Ratings & Research.

CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis
on transparency, accountability and integrity. The
Company has taken the requisite steps to comply
with the recommendations concerning Corporate
Governance. As provided under Section 134 of the
Companies Act, 2013 and Rules framed thereunder
and pursuant to Regulation 34(2) (d) of the SEBI

(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Report on Corporate
Governance along with necessary certificates is
annexed and forms part of this Report.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

In accordance with Regulation 34 of LODR
Regulations, the Management Discussion and
Analysis Report is presented in a separate section,
forming part of this Annual Report.

DEPOSITS

Being a non-deposit taking Company, your Company
has not accepted any deposits from the public within
the meaning of the provisions of the Non-Banking
Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016 and provisions of
Companies Act, 2013.

RBI GUIDELINES

Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation)
Directions, 2023.

As per the Master Directions, regulatory structure for
NBFCs shall comprise of four layers based on their size,
activity, and perceived riskiness. NBFCs in the lowest
layer shall be known as NBFC - Base Layer (NBFC-BL),
NBFCs in middle layer and upper layer shall be known
as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper
Layer (NBFC-UL), respectively. RBI may, based on the
size of an NBFC, classify some of them as NBFC- Top
Layer.

In line with this framework, and based on the
Company''s asset size exceeding '' 1,000 crore during
the year, the Company has been reclassified from
the Base Layer to the Middle Layer of the regulatory
structure. This transition subjects the Company
to enhanced regulatory requirements in terms of
governance, risk management, and compliance, as
stipulated under the SBR framework.

The Company continues to comply with the Master
Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation)
Directions, 2023 and all the applicable laws,
regulations, guidelines, etc. prescribed by RBI from
time to time.

During the reporting year, the Reserve Bank of India
(‘RBI’) has conducted a statutory inspection of the
Company under the applicable provisions of the RBI
Act and has issued an Inspection and Risk Assessment
Report. The said report outlines key observations,
compliance requirements, and risk-related findings
identified during the course of the inspection.

The Company is in the process of taking necessary
corrective actions and implementing the
recommendations provided by the RBI to ensure full
regulatory compliance and to strengthen the internal
control framework.

DISCLOSURE OF BREACH OF COVENANT

In compliance with RBI Master Direction - Scale Based
Regulation (SBR) for NBFCs, the Company confirms
that there have been no instances of breach of
covenants in respect of loans availed or debt securities
issued during the financial year.

SUBSIDIARY COMPANIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Ventures or
Associate Companies during the year under review.

NUMBER OF MEETINGS OF THE BOARD

Five (5) meetings of the Board were held during
FY 2024-25. Details of the meetings and attendance
thereat forms part of the Corporate Governance
Report.

COMMITTEES OF THE BOARD

The Board of the Directors of the Company has
constituted various Committees including the
following:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Corporate Social Responsibility Committee

IV. Stakeholders’ Relationship Committee

The Board has accepted all the recommendations of
the above committees.

The details about Composition of various Committees
pursuant to SEBI (LODR) and RBI Master Directions
and their Meetings are stated in brief in the Corporate
Governance Report forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of the Company consists of seven Directors and two Key Managerial Personnel:

Directors	DIN	Category
Mr. Rohit Gupta	00045077	Managing Director
Ms. Rachita Gupta	09014942	Whole Time Director
Mr. Ashok Kumar Kathuria	01010305	Director
Mr. Parmod Bindal	06389570	Independent Director
Mr. Subhash Chand Kwatra	08635939	Independent Director
Mr. Anirudha Kumar1	00084495	Independent Director
Ms. Alaktika Banerjee1	11006663	Independent Director
Mr. Naresh Chandra Varshney	00838363	Chief Financial Officer
Ms. Preeti Gupta	-	Company Secretary & Compliance Officer

The composition of the Board is as per the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. As
on March 31, 2025, there was no disqualification
of any Director pursuant to Section 164 (2) of the
Companies Act, 2013. A certificate has been received
from M/s. Jasvinder Kaur & Co., Company Secretaries,
Ghaziabad, that none of the Directors on the Board
of the Company has been debarred or disqualified
from being appointed or continuing as directors of
companies by the Securities and Exchange Board
of India, Ministry of Corporate Affairs or any such
statutory authority. The said certificate is annexed to
this Report as Annexure-A.

The other details with respect to the Board of Directors
are given in the Corporate Governance section
forming part of this Report.

a) Change in Directorate in F.Y. 2024-25

Cessation

During the financial year, Mr. Ayussh Mittaal
(DIN: 07667437) resigned from the position of
Independent Director effective from the close of
business on March 06, 2025. The Board of Directors
took note of his resignation at its meeting held on
March 18, 2025.

He subsequently joined the Company as President-
Audit w.e.f., April 04, 2025.

Additionally, Mr. Anirudha Kumar and Ms. Alaktika
Banerjee were appointed on the Board as Independent
Directors w.e.f., March 18, 2025.

b) Directors liable to retire by rotation

Mr. Ashok Kathuria, who retires by rotation at the
ensuing Annual General Meeting (AGM) pursuant to
the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, being eligible,
has offered himself for re-appointment.

Further, the Board of Directors has approved the
change in designation of Mr. Kathuria from Non¬
Executive Director to Executive Director, subject to
the approval of shareholders at the AGM.

Brief profile and other relevant details of Mr. Ashok
Kathuria, as required under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard - 2, are
provided in the annexure to the Notice of the AGM.

c) KMPs

During the year under review, there was no change in
the KMPs.

Appointment of Senior Managerial Personnel
in F.Y. 2024-25

The Board of Directors appointed Ms. Preeti Gupta,
Company Secretary & Compliance Officer as the Chief
Compliance Officer (CCO) of the Company w.e.f., June
26, 2025 in accordance with the guidelines issued by
the Reserve Bank of India vide Circular No. Ref.No.DoS.
CO.PPG./SEC.01/11.01.005/2022-23 dated April 11,
2022 in place of Mr. Atul Agrawal who stepped down
from the said position w.e.f., June 23, 2025. She is also
designated as a Senior Management Personnel, and
her appointment as CCO is for a term of three years,
effective from June 26, 2025.

Also, the Board of Directors had appointed below senior management personnel:

Name	Designation	Date of Appointment
Mr. Nikhil Singh	Chief Information Security Officer (CISO)	31.07.2024
Mr. Amit Kaul	Chief Technology Officer	01-04-2024
Mr. Ranjan Banerjee	Zonal Credit Manager-SME	13-01-2025

Mr. Chandan Kumar was promoted as Head- Strategy
& Business and Mr. Chirag Gupta as Credit Head and
Mr. Sachin Shah as Zonal Sales Manager w.e.f., January
01, 2025.

Mr. Amit Ranjan resigned from the position of Chief
Operating Officer w.e.f., January 01, 2025.

This promotion/appointment underscores the
Company’s commitment to strengthening its
compliance function and ensuring adherence to
the evolving regulatory landscape in the financial
services sector.

Fit and Proper and Non-Disqualification
Declaration by Directors

All the Directors of the Company have confirmed that
they satisfy the ‘fit and proper’ criteria as prescribed
under Chapter XI of Master Direction - Reserve Bank
of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023, and that they are
not disqualified from being appointed/re-appointed/
continuing as Director in terms of Section 164(1) and
(2) of The Companies Act, 2013.

DECLARATION BY INDEPENDENT
DIRECTORS

All the Independent Directors on the Board have
given a declaration of their independence to the
Company as required under Section 149(6) of the
Act read with Regulation 16(1)(b) of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”).

In the opinion of the Board, all the Independent
Directors possess the integrity, expertise and
experience including the proficiency required to be
Independent Directors of the Company, fulfil the
conditions of independence as specified in the Act
and the SEBI Listing Regulations and are independent
of the management and have also complied with
the Code for Independent Directors as prescribed in
Schedule IV of the Act.

The Company has received the following declarations
from all the Independent Directors confirming that:

i. They meet the criteria of independence as
prescribed under the provisions of the Act, read
with the Schedule and Rules issued thereunder,
and the Listing Regulations. There has been
no change in the circumstances affecting
their status as Independent Directors of the
Company; and

ii. They have registered themselves with the
Independent Director’s Database maintained by
the IICA.

Women Directors

In terms of the provisions of Section 149 of the
Companies Act, 2013, and Regulation 17 (1) (a) of the
SEBI (LODR) Regulations, 2015, the Company shall
have at least one-Woman Director on the Board. Your
Company has Ms. Rachita Gupta (DIN: 09014942)

and Ms. Alaktika Banerjee (DIN: 11006663) as the
Women Directors on the Board of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act, and provisions
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate
exercise was carried out to evaluate the performance
of individual Directors who were evaluated on
parameters such as level of engagement and
contribution and independence of judgment thereby
safeguarding the interest of the Company. The
performance evaluation of the Independent Directors
was carried out by the entire Board. The performance
evaluation of the Non - Independent Directors was
carried out by the Independent Directors. The board
also carried out annual performance evaluation of the
working of its Audit, Nomination and Remuneration
as well as Stakeholder Relationship Committee.
The Directors expressed their satisfaction with the
evaluation process.

TRANSACTIONS WITH RELATED PARTIES

The Board of Directors of the Company has formulated
a policy on dealing with Related Party Transactions,
pursuant to the applicable provisions of the Act and
SEBI Listing Regulations. The same is displayed on the
website of the Company at https://www.cslfinance.in/
codes-and-policies .This policy deals with the review
and approval of related party transactions. During the
year under review, all the related party transactions
were entered in the ordinary course of business and
on arm’s length basis. All related party transactions
as required under Indian Accounting Standards - 24
(Ind AS-24) are reported in Note - 47 of Financial
Statements.

Pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014,
there are no related party transactions that are
required to be reported under Section 188(1) of the
Act in the prescribed Form AOC-2.

FRAUD MONITORING REPORTING

RBI vide Master Directions on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) dated 15
July 2024, has amended the fraud monitoring framework for NBFCs. In terms of the same, the Company has
constituted an Executive Committee of the Board titled "Executive Committee for Monitoring and follow up of
cases of fraud” (hereinafter referred as ‘FMC’). The Composition is as follows:

S.no	Name of Member	Category
1.	Rohit Gupta	Chairman
2.	Rachita Gupta	Member
3.	Ashok Kumar Kathuria	Member

The Committee, inter alia, will oversee the effectiveness
of the fraud risk management and review and
monitor cases of frauds, including root cause analysis
and suggest mitigating measures for strengthening
the internal controls, risk management framework
and minimizing the incidence of frauds.

DETAILS OF FRAUD, IF ANY REPORTED BY
AUDITORS (OTHER THAN REPORTABLE
TO CENTRAL GOVERNMENT)

There was no instance of fraud in the Company by its
officers or employees during the year under review,
which required the Statutory Auditors to report to
the Audit Committee and/or Board under Section
143(12) of the Act and Rules framed there under.

FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirement of Regulation
25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI (LODR)
Regulations”), the Company has put in place a
familiarization programme for the Independent &
Non-Executive Directors to familiarize them with
the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the
Company operates, business model etc. The details of
the such familiarisation programme are available on
the website of the Company at https://www.cslf inance.
in/codes-and-policies.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and
134 (5) of the Companies Act, 2013 with respect to
Directors responsibility statement, the Directors of the
Company hereby confirm that:

i) In preparation of the annual accounts for the
year ended March 31, 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures.

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 true and fair view of
the state of affairs of the Company at the end of
financial year and of the profit of the Company for
that period.

iii) The directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets

of the Company and for preventing and detecting
fraud and other irregularities.

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

v) The Directors have laid down internal financial
controls as the Company that are adequate and
were operating effectively.

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

NOMINATION AND REMUNERATION
COMMITTEE

The Board has framed a policy on the recommendation
of the Nomination and Remuneration Committee
relating to remuneration of the Directors, Key
Managerial Personnel, Senior Management and other
employees, along with the criteria for appointment
and removal of the Directors, Key Managerial
Personnel and Senior Management of the Company.

The policy is available at Company’s website at https://
www.cslffnance.in/codes-and-policies. The other
details with respect to committee composition and
meetings are given in the Board of Directors Section of
Corporate Governance Report annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

The particulars of loans, guarantees and investments
as per Section 186 of the Act by the Company
have been disclosed in the notes to the Financial
Statements.

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

The Company has zero tolerance towards sexual
harassment at workplace and has adopted a Policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
Rules made thereunder. The same is posted on the
website of the Company at https://www.cslffnance.in/
codes-and-policies.

As required under law, an Internal Complaints
Committee has been constituted for reporting and
conducting inquiry into the complaints made by the
victim on the harassments at the workplace.

Complaints Details in F.Y. 2024-25

Particulars	Status
No. of complaints received during the year	0
No. of complaints disposed of during the year	0
No. of cases pending for more than 90 days	0

MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable
provisions of Maternity Benefit Act, 1961.

FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code
approved by the Board in compliance with the
guidelines issued by the RBI, to ensure better service
and provide necessary information to customers to
take informed decisions. The FPC is posted on the
website of the Company at https://www.cslfinance.
in/codes-and-policies. The FPC is also reviewed by
the Board at frequent intervals to ensure its level of
adequacy and appropriateness.

CODE FOR PREVENTION OF INSIDER
TRADING

In accordance with the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015, the Board of Directors of the Company has
adopted (i) the code of practices and procedures
for fair disclosure of unpublished price sensitive
information and (ii) the code of conduct to regulate,
monitor and report trading by insiders, in terms of the
said Regulations.

CODE OF CONDUCT FOR DIRECTORS AND
EMPLOYEES

The Company has adopted a Code of Conduct for
its Directors and employees including a code of
conduct for Independent Directors which suitably
incorporates the duties of Independent Directors
as laid down in the Companies Act, 2013. The said
Codes can be accessed on the Company''s website at
https://www.cslfinance.in/codes-and-policies. In terms
of the Listing Regulations, all Directors and Senior
Management Personnel have affirmed compliance
with their respective codes. The Managing Director
has also confirmed and certified the same, for which
the certification is provided at the end of the Report
on Corporate Governance.

AUDITORS & THEIR REPORT
Statutory Auditors:

M/s. S.P. Chopra & Co., Chartered Accountants,
conducted the statutory audit for the financial year
2024-25. There are no qualifications, reservations,
adverse remarks or disclaimers made by the Statutory
Auditors in their Audit Report for the financial year
2024-25.

The Reserve Bank of India (RBI), through its circular
DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated
April 27, 2021, issued Guidelines for Appointment
of Statutory Central Auditors (SCAs)/Statutory
Auditors (SAs) for Commercial Banks (excluding
RRBs), Urban Cooperative Banks (UCBs), and Non¬
Banking Financial Companies (NBFCs), including
Housing Finance Companies (HFCs).

As per the said guidelines, for non-deposit taking
NBFCs with an asset size of '' 1,000 crore and above,
the tenure of the Statutory Auditors shall not exceed
three continuous years. After completion of such a
tenure, a cooling-off period of six years is applicable
before the same audit firm can be reappointed.

M/s. S.P. Chopra & Co., Chartered Accountants (Firm
Registration No. 000346N), Delhi, were appointed
as the Statutory Auditors of the Company at the 30^th
Annual General Meeting held on September 26, 2022
for a period of five years, i.e., until the conclusion of the
35^th AGM. At the time of appointment, the asset size of
the Company was below '' 1,000 crore, and as per the
RBI circular, such NBFCs were permitted to continue
with the extant procedure of auditor appointment
under the Companies Act, 2013.

Subsequently, the asset size of the Company
has crossed '' 1,000 crore, thereby attracting
the mandatory compliance of the above-stated
RBI circular. In view of this, M/s. S.P. Chopra & Co.
have completed their permissible tenure of three
continuous years as the Statutory Auditors and are
not eligible to conduct the audit for the next financial
year and have confirmed completion of their tenure
vide letter dated August 12, 2025.

Accordingly, the Board of Directors, at their
meeting held on August 12, 2025, has, based on
the recommendation of the Audit Committee,
proposed the appointment of M/s. S.R. Dinodia &
Co. LLP, Chartered Accountants (Firm Registration
No. 001478N/N500005), Delhi, as the Statutory
Auditors of the Company for a term of three
consecutive years, from the conclusion of this 33^rd
AGM until the conclusion of the 36^th AGM (i.e., for
FY 2025-26 to FY 2027-28), subject to the approval
of the shareholders. Brief profile and other details of
M/s. S.R. Dinodia & Co. LLP, Chartered Accountants are
disclosed in the AGM Notice approved by the Board.

The Statutory Auditors have confirmed that they have
subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and
hold valid certificate issued by the Peer Review Board
of the ICAI.

M/s. S.R. Dinodia & Co. LLP have furnished their consent
to act as the Statutory Auditors of the Company and
confirmed that their appointment, if made, will be in
accordance with the provisions of the Companies Act,
2013, and the aforesaid RBI circular.

Auditors Report:

The notes on the financial statement referred in the
Auditor’s Report are self-explanatory and do not call
for any further comments. The Auditors’ Report to the
Members for the year under review is unmodified, i.e.
it does not contain any qualification, reservation or
adverse remark or disclaimer.

Secretarial Auditors:

Pursuant to the amended provisions of Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204
of the Companies Act, 2013, read with Rule 9 of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors have approved
and recommended the appointment of M/s. Jasvinder
Kaur & Co., Practicing Company Secretary, Ghaziabad
as the Secretarial Auditor of the Company for a term
of 5 (Five) consecutive years from the FY 2025-26 till
FY 2029-30, subject to the approval of the Members
at ensuing AGM. Brief profile and other details
of M/s. Jasvinder Kaur & Co., Practicing Company
Secretary, are disclosed in the AGM Notice approved
by the Board. Ms. Jasvinder has given her consent to
act as Secretarial Auditor of the Company and have
confirmed her eligibility for the appointment.

The Secretarial Auditor have confirmed that they have
subjected themselves to the peer review process of
Institute of Company Secretaries of India (ICSI) and
hold valid certificate issued by the Peer Review Board
of the ICSI.

The Secretarial Audit Report issued by M/s. Jasvinder
Kaur & Co., Practicing Company Secretary, for FY 2024¬
25 is attached as Annexure ‘B’ forming part of this
Board Report. The Secretarial Audit Report does not
contain any qualification, reservation or disclaimer or
adverse remark.

Internal Auditors:

The Board has re-appointed M/s. R, Mahajan &
Associates (FRN: 011348N), Chartered Accountants,
Delhi as the Internal Auditors of the Company in its
Board Meeting held on May 23, 2025 for the Financial
Year 2025-26. The Internal Audit report is submitted
every quarter before the Audit Committee by the
Internal Auditors

ANNUAL RETURN

A copy of the Annual Return as provided under section
92(3) of the Act, in the prescribed form, which will be
filed with the Registrar of Companies/MCA, is hosted
on the Company’s website at https://www.cslf inance.
in/annual-general-meeting

COMPLIANCE ON SECRETARIAL
STANDARDS

The Company has complied with the applicable
Secretarial Standards on Meetings of the Board of
Directors and on General Meetings issued by the
Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY

(CSR)

The Board constituted a Corporate Social Responsibility
("CSR”) Committee in terms of the provisions of
Section 135 of the Companies Act, 2013, read with
Companies (Corporate Social Responsibility Policy)
Rules, 2014. The composition and terms of reference
of the CSR Committee is provided in the Corporate
Governance report, forming part of this Report. The
policy is available on the website of the Company at
https://www.cslfinance.in/cslfoundation-csr

Annual Report on CSR activities, as required under
Sections 134 and 135 of the Companies Act, 2013
read with Rule 8 of the (Corporate Social Responsibility
Policy) Rules, 2014, as amended ("CSR Rules”) is
provided as Annexure- C to this report.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the meeting of
Independent directors was held on March 24, 2025,
to review the performance of Non-Independent
Directors, the Board as a whole and the Chairperson
of the Company; and also to assess the quality,
quantity and timelines of flow of information between
the Company management and the Board in line
with the requirement of Listing Regulations, 2015
read with applicable provisions of Schedule IV of the
Companies Act, 2013.

CASH FLOW STATEMENT

The cash flow Statement for year ended March
31, 2025 is in conformity with the provisions of
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 with
the Stock Exchanges in India, is annexed herewith.

VIGIL MECHANISM/WHISTLE BLOWER
POLICY

The Vigil Mechanism Policy aims to provide a channel
to the Directors and employees to report genuine
concerns about unethical behaviour, actual or
suspected fraud or violation of the Code of Conduct
or policy. The mechanism provides for adequate
safeguards against victimization of Directors and
Employees and ensures that the activities of the
Company and its employees are conducted in a fair
and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and
ethical behaviours. A copy of the Policy is available on
the website of the Company at https://www.cslf inance.
in/codes-and-policies

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

A Certificate from Mr. Rohit Gupta, Managing Director
and Mr. Naresh Chandra Varshney, Chief Financial
Officer, pursuant to provisions of SEBI (LODR)
Regulations, 2015, for the year under review was
placed before the Board of Directors of the Company
at its meeting held on May 23, 2025 and the same
does not contain any adverse remark or disclaimer.

PARTICULARS OF ENERGY

CONSERVATION, TECHNOLOGY

ABSORPTION, EXPENDITURE ON
RESEARCH

The requirements of disclosure with regard to
Conservation of Energy in terms of Section 134 of
the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, are not applicable to the
Company since it doesn’t own any manufacturing
facility.

INTERNAL FINANCIAL CONTROLS

Your Company has an adequate system of
internal control to safeguard and protect from
loss, unauthorized use or disposition of its assets
commensurate with its size, scale and complexities
of its operations. The internal auditor of the Company
checks and verifies the internal control and monitors
them in accordance with policy adopted by the
Company.

The Audit Committee actively reviews the adequacy
and effectiveness of the internal control systems and
suggests improvements to strengthen the same. All
the transactions are properly authorised, recorded
and reported to the Management. The Company is
following all the applicable Accounting Standards
for properly maintaining the books of accounts and
reporting financial statements.

UNCLAIMED DIVIDEND TRANSFER TO
INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Transfer of Unclaimed Dividend and Shares to Investor
Education and Protection Fund (‘IEPF’) pursuant
to the provisions of the Companies Act, 2013 read
with Investor Education Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, as amended, the dividends, unclaimed for a
period of seven years from the date of transfer to the
Unpaid Dividend Account of the Company are liable
to be transferred to the IEPF. Accordingly, unclaimed
dividends of Shareholders for the Financial Year
2017-18 lying in the unclaimed dividend account
of the Company as on September 16, 2025 will be
transferred to IEPF on the due date i.e. November 05,
2025. Further, the shares (excluding the disputed
cases having specific orders of the Court, Tribunal
or any Statutory Authority restraining such transfer)
pertaining to which dividend remains unclaimed for
a consecutive period of seven years from the date
of transfer of the dividend to the unpaid dividend

account is also mandatorily required to be transferred
to the IEPF Authority established by the Central
Government. Accordingly, the Company will transfer
the unclaimed dividend and eligible Shares to IEPF
Demat Account within statutory timelines.

DISCLOSURE PURSUANT TO RULE 5
OF COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as
Annexure-D and forms part of this Report.

Other details in terms of Section 197(12) of the
Companies Act, 2013 read along with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed
herewith as Annexure-D and forms part of this Report.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited
(‘BSE’) and National Stock Exchange of India Limited
(‘NSE’). The applicable listing fees for the year up to
F.Y. 2025-26 have been duly paid to BSE Limited and
NSE Limited.

OTHER DISCLOSURES AND REPORTING

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

• There were no material changes and
commitments, affecting the financial position of
the Company which has occurred between the
end of the financial year of the Company and the
date of the Directors’ report.

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

• Significant or material orders passed by the
regulators or courts or tribunal which impacts the
going concern status and Company’s operations
in future.

• There was no change in the nature of business of
the Company.

• There were neither any applications filed by or
against the Company nor any proceedings were
pending under the Insolvency and Bankruptcy
Code, 2016 during the year under review.

• During the year under review, there was no
instance of one-time settlement with Banks
or Financial Institutions. Hence, the reasons of
difference in the valuation at the time of one¬
time settlement and valuation done while taking
loan from the Banks or Financial Institutions are

not reported as per Rule 8(5)(xii) of Companies
(Accounts) Rules, 2014.

• The Company has not defaulted in repayment of
loans from banks and financial institutions. There
were no delays or defaults in payment of interest/
principal of any of its debt securities.

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

• The equity shares of the Company were not
suspended from trading during the year on
account of corporate actions or otherwise.

• The Company has not accepted any fixed deposits

under Chapter V of the Companies Act, 2013 and
as such no amount of principal and interest were
outstanding as on 31 March 2025.

APPRECIATION

The Board of Directors would like to place on record
their gratitude for the guidance and cooperation
extended by Reserve Bank of India and the other
regulatory authorities. The Boardtakes this opportunity
to express its sincere appreciation for the excellent
patronage received from the Banks and Financial
Institutions and for the continued enthusiasm, total
commitment, dedicated efforts of the executives and
employees of the Company at all levels. We are also
deeply grateful for the continued confidence and
faith reposed on us by all the Stakeholders.

For and behalf of the Board
of CSL Finance Limited

Rohit Gupta Ashok Kumar Kathuria

Date: 12.08.2025 (Managing Director) (Director)

Place: Noida DIN: 00045077 DIN: 01010305

1

Mr. Anirudha Kumar and Ms. Alaktika Banerjee were appointed on the Board as Independent Directors w.e.f.,
March 18, 2025.

---

Mar 31, 2024

Your Directors take pleasure in presenting the 32^nd Annual Report on the business and operations of the Company together with the Audited Financial Statements and the Auditors’ Reports thereon for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

Particulars	Current Year 31st March, 2024	Previous Year 31st March, 2023
Revenue from operations	16,564.87	11,723.69
Other Income	93.62	29.25
Total Income	16,658.49	11,752.94
Expenses
Operating Expenses	6,991.85	4,690.28
Depreciation, amortization and impairment	137.75	103.26
Other Expenses	969.29	806.27
Total Expenses	8,098.89	5,599.81
Profit/loss before Tax	8,559.60	6,153.13
Less: Tax Expenses	(2,223.4)	(1,590.29)
Profit for the year	6,336.20	4,562.84
Other Comprehensive Income	(6.93)	2.03
Total Comprehensive Income for the year	6,329.27	4,564.86

2. PERFORMANCE REVIEW

CSL Finance has built a sustainable foundation to accelerate its growth. Its customer-centric products, transparency in operations, relentless focus on customer convenience and investment in technology has helped accelerate its operations. CSL Finance is in the business of fostering the financial inclusion of unbanked and underserved SMEs, Real estate and non-real estate Corporates through flexible ticket size loans.

Its income during the year grew by 42% to ? 167 Crores in FY24 from ? 118 Crores in FY23. Profit After Tax (PAT) increased by 37% to ? 63 Crores in FY24 from ?46 Crores in FY23, an increase of AUM by 38% to ? 1030 Crores in FY24 from ? 749 Crores in FY23. The Net Worth increased by 30% from ^362.40 Crores in FY23 to ? 472.92 Crores in FY24. As a prudent risk management practice. GNPA has declined to 0.44% in FY24 as compared to 0.61% in FY23.

The Company had 29 branches across India as on 31^st March, 2024. A detailed analysis of the operational performance and state of affairs of the Company has been discussed in detail in the Management Discussion and Analysis Report and Corporate Overview section of this Annual Report.

Depreciation and Finance Costs

During the year under review, Depreciation was ? 1.37 Crores as compared to ? 1.03 Crores for the previous year. Finance costs for FY 24 was ? 42.93 Crores as compared to ? 27.15 Crores for the previous year.

Borrowings

The Total borrowings stood at ^503.22 Crores as on 31^st March, 2024 as against ? 408.05 Crores as on 31^st March, 2023.

Capital Adequacy Ratio

Your Company’s total Capital Adequacy Ratio (CAR) as on 31^st March, 2024 stood at 51.30% as compared to 49.88% as on 31^st March, 2023.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4. DIVIDEND

RBI vide its circular dated 24^th June, 2021, has laid down a framework for the declaration of dividend by NBFCs. Accordingly, the Board of Directors after taking into account various aspects and in compliance with the said circular, recommend for consideration of the members at the ensuing Annual General Meeting (''AGM''), payment of a dividend of 25% i.e., ? 2.50/- per equity share of ?10/- each fully paid up for the year ended 31^st March, 2024 on equity share capital of ? 22,78,26,210/-.

Total dividend proposed for the year does not exceed the ceilings specified in said circular/RBI Master Directions.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961.

5. TRANSFER TO RESERVES

The Company proposes to transfer ^12.65 Crores to Statutory Reserves in accordance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934.

6. SHARE CAPITAL

As on 31^st March, 2024, the Share Capital of the Company stood at:

Authorised Capital	? 23,00,00,000/- (2,30,00,000 equity shares of ?10 each fully paid-up)
Issued, Subscribed and Paid-Up Capital	? 22,78,26,210 (2,27,82,621 equity shares of ?10 each fully paid-up)

The Board of Directors in their meeting held on 27^th June, 2023 proposed to raise funds through preferential issue of 17,00,000 equity shares to persons belonging to non-promoter category. The said proposal was duly approved by the Members in ExtraOrdinary General Meeting of the Company held on 21^st July, 2023. Consequent to the said allotment of new equity shares on 27^th July, 2023, the paid up capital of the Company stood increased to ^22,43,26,210/- (2,24,32,621 equity shares of ? 10 each fully paid-up).

Further the Management Committee of the Board of Directors in its meeting held on 11^th August, 2023, allotted 3,50,000 equity shares of face value of ? 10/- pursuant to exercise of options attached to the convertible warrants held by Rohit Gupta (HUF), Promoter of the Company and Mr. Amit Ranjan, Mr. Chandan Kumar and Mr. Chirag Gupta, Non Promoters of the Company, consequent to the receipt of notice for exercise, along with the balance 75% of the application money due on the said warrants, i.e. ? 4,20,00,000 (Rupees Four Crores Twenty Lakhs).

The paid up capital of the Company stood increased to ? 22,78,26,210 (2,27,82,621 equity shares of ? 10 each fully paid-up)

7. EMPLOYEE STOCK OPTION SCHEME (‘ESOS’)

The Company has CSL (Employee Stock Option Scheme), 2016 which is prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (‘SBEB Regulations’). The said scheme was approved by shareholders vide Special Resolution dated 30^th September, 2016.

7,00,000 options are covered under the CSL ESOS, 2016 which is administered through CSL Employees Welfare Trust (‘ESOP Trust’).

During the financial year 2021-22, the shareholders of the Company on 26^th March, 2022 through Postal ballot have approved the revision in the Exercise Period from exiting 3 years to 5 years and have adopted the amended CSL Stock Option Scheme, 2016-11.

During the year under review, there was no material change in ESOS of our Company. As per Regulation 14 of “SBEB Regulations”, read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated 16^th June, 2015, the details of the “ESOS” are uploaded on our corporate website at https://www. cslfinance.in/

A certificate from Secretarial Auditor of the Company confirming that the Scheme has been implemented in accordance with the applicable Regulations would be made available for inspection by Members through electronic means.

The details of the scheme along with grant wise details of options vested, exercised and cancelled have been disclosed in Note 35 to the Financial Statements forming an integral part of the Annual Report.

8. CREDIT RATING

During FY 2023-24, Credit Rating for the Company has been upgraded to A- | Stable from Acuite Ratings Research from erstwhile BBB | Stable from India Ratings & Research.

9. CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity. The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. As provided under Section 134 of the Companies Act, 2013 and Rules framed thereunder and pursuant to Regulation 34(2) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with necessary certificates is annexed and forms part of this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of LODR Regulations, the Management Discussion and Analysis Report is presented in a separate section, forming part of this Annual Report.

11. DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of Companies Act, 2013.

12. RBI GUIDELINES

As on 30^th June, 2024, the Company falls in the middle layer from the base layer as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The Company continues to comply with all the applicable directions, regulations, guidelines, etc. prescribed by RBI from time to time.

13. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Ventures or Associate Companies during the year under review.

14. NUMBER OF MEETINGS OF THE BOARD

Eight (8) meetings of the Board were held during FY 2023-24. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

15. COMMITTEES OF THE BOARD

The Board of the Directors of the Company has constituted various Committees including the following:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Corporate Social Responsibility Committee

IV. Stakeholders’ Relationship Committee

The Board has accepted all the recommendations of the above committees.

The details about Composition of Committees and their Meetings are stated in brief in the Corporate Governance Report forming part of this Report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board of the Company consists of six Directors and two Key Managerial Personnel:

Directors	DIN/PAN	Category
Mr. Rohit Gupta	00045077	Managing Director
Mr. Ashok Kumar Kathuria	01010305	Non-Executive Director
Mr. Parmod Bindal	06389570	Non-Executive Independent Director
Mr. Subhash Chand Kwatra	08635939	Non-Executive Independent Director
Mr. Ayussh Mittaal	07667437	Non-Executive Independent Director
Ms. Rachita Gupta	09014942	Whole-Time Director
Mr. Naresh Chandra Varshney	ACNPV7047F	Chief Financial Officer
Ms. Preeti Gupta	APYPG6833L	Company Secretary & Compliance Officer

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31^st March, 2024, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013. The certificate has been received from Ms. Jasvinder Kaur (COP: 7700), Proprietor of M/s. Jasvinder Kaur & Co., Company Secretaries, Ghaziabad, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The said certificate is annexed to this Report as Annexure-A.

The other details with respect to the Board of Directors are given in the Corporate Governance section forming part of this Report.

a) Change in Directorate

During the year under review, there was no change in the Directors.

b) Directors liable to retire by rotation

Ms. Rachita Gupta retires by rotation at the ensuing AGM, being eligible, offers herself for re-appointment. Brief details of Ms. Rachita Gupta, who is seeking re-appointment, are given in the Notice of AGM.

c) KMPs

During the year under review, there was no change in the KMPs.

17. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act read with Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Company has received the following declarations from all the Independent Directors confirming that:

i. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

ii. They have registered themselves with the Independent Director’s Database maintained by the IICA.

Women Directors

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17(1)(a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company has Ms. Rachita Gupta (DIN: 09014942) as the Woman Director on the Board of the Company.

18. BOARD EVALUATION

Pursuant to the provisions of the Act, and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

19. TRANSACTIONS WITH RELATED PARTIES

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company at https://www.cslfinance.in/codes-and-policies. This policy deals with the review and approval of related party transactions. During the year under review, all the related party transactions were entered in the ordinary course of business and on arm’s length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note - 47 of Financial Statements.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

20. FRAUD REPORTING

There was no instance of fraud in the Company by its officers or employees during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framed there under.

21. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations”), the Company has put in place a familiarization programme for the Independent & NonExecutive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The details of the such familiarisation programme are available on the website of the Company at https://www.cslfinance.in/ codes-and-policies.

22. DIRECTOR’S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under historical cost convention on an accrual basis pursuant to the provisions of the Act and guidelines issued by SEBI/RBI.

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Act and based on the information provided by the Management, the directors state that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. they 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 at the end of the financial year and of the profit of the Company for FY2024;

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

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

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

23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators/Courts during the previous year which would impact the going concern status of the Company and its future operations.

24. NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management of the Company.

The policy is available at Company’s website at https:// www.cslfinance.in/codes-and-policies. The other details with respect to committee composition and meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the notes to the Financial Statements.

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

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The same is posted on the website of the Company at https://www.cslfinance.in/ codes-and-policies.

As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act. The same has also been disclosed in the Corporate Governance Report forming an integral part of the Boards’ Report.

27. FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company at https://www.cslfinance.in/ codes-and-policies. The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

28. AUDITORS & THEIR REPORT

Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the members of our Company in its 30^th AGM of the Company approved the. appointment of M/s. S.P. Chopra & Co., Chartered Accountants (FRN: 000346N), Delhi as Statutory Auditors of the Company in place of the Retiring Auditors, for a term of 5 (five) consecutive years from the conclusion of the 30^th Annual General Meeting till the conclusion of the 35^th Annual General Meeting.

Auditors’ Report

The notes on the financial statement referred in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report to the Members for the year under review is unmodified, i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditors

In compliance with the provisions of Section 204 and other applicable provisions of Companies Act 2013, the Board of Directors in their Board Meeting held on 15^th May, 2024 has appointed Ms. Jasvinder Kaur (COP: 7700), Proprietor of M/s. Jasvinder Kaur & Co., Company Secretaries, Ghaziabad as Secretarial Auditor to undertake secretarial audit of the Company for the financial year ended 31^st March, 2024.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non compliances. The Secretarial Audit Report is provided in Annexure-B to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

Internal Auditors

The Board has re-appointed M/s. R, Mahajan & Associates (FRN: 011348N), Chartered Accountants, Delhi as the Internal Auditors of the Company in its Board Meeting held on 15^th May, 2024 for the Financial Year 2024-25. The Internal Audit report is submitted every quarter before the Audit Committee by the Internal Auditors

29. ANNUAL RETURN

A copy of the Annual Return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s website at https://www.cslfinance.in/annual-general-meeting

30. COMPLIANCE ON SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, forming part of this Report. The policy is available on the website of the Company at https:// www.cslfinance.in/cslfoundation-csr

Annual Report on CSR activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the (Corporate Social Responsibility Policy) Rules, 2014, as amended (“CSR Rules”) is provided as Annexure-C to this report.

32. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the meeting of Independent directors was held on 29^th March, 2024, to review the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company; and also to assess the quality, quantity and timelines of flow of information between the Company management and the Board in line with the requirement of Listing Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil Mechanism Policy aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviours. A copy of the Policy is available on the website of the Company at https://www. cslfinance.in/codes-and-policies

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this report.

35. MANAGING DIRECTOR (MD) AND

CHIEF FINANCIAL OFFICER (CFO)

CERTIFICATION

A Certificate from Mr. Rohit Gupta, Managing Director and Mr. Naresh Chandra Varshney, Chief Financial Officer, pursuant to provisions of SEBI (LODR) Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on 15^th May, 2024 and the same does not contain any adverse remark or disclaimer.

36. PARTICULARS OF ENERGY

CONSERVATION, TECHNOLOGY

ABSORPTION, EXPENDITURE ON RESEARCH

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn’t own any manufacturing facility.

37. INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

38. UNCLAIMED DIVIDEND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (‘IEPF’) pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, unclaimed dividends of Shareholders for the Financial Year 2016-17 lying in the unclaimed dividend account of the Company as on 16^th September, 2024 will be transferred to IEPF on the due date i.e. 12^th October, 2024. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government. Accordingly, the Company will transfer the unclaimed dividend and eligible Shares to IEPF Demat Account within statutory timelines.

39. DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-D and forms part of this Report.

Other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-D and forms part of this Report.

40. CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES

The Company has adopted a Code of Conduct for its Directors and employees including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said Codes can be accessed on the Company''s website at https:// www.cslfinance.in/codes-and-policies. In terms of the Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

41. LISTING OF SHARES

The shares of the Company are listed on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’). The applicable listing fees for the year up to F.Y. 2024-25 have been duly paid to BSE Limited and NSE Limited.

42. OTHER DISCLOSURES

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose 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 is not applicable to the Company. The requirement to disclose the details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is also not applicable.

43. APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Government, Regulators, Stock Exchanges, Depositories, other statutory bodies and Company’s Bankers for the assistance, cooperation and encouragement extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your Directors look forward to your continuing support.

44. CAUTIONARY STATEMENT

Statements in the Boards’ Report and Management Discussion and Analysis, describing the Company’s objectives, outlook, opportunities and expectations may constitute “Forward Looking Statements” within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company’s operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.

For and behalf of the Board of CSL Finance Limited

Rohit Gupta Ashok Kumar Kathuria

Place: Noida (Managing Director) (Director)

Date: 31^st July, 2024 DIN: 00045077 DIN: 01010305

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Mar 31, 2023

Your Company''s Directors are pleased to present the 31^st (Thirty First) Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31 March, 2023.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), this report covers the Financial Results and other developments in respect of CSL Finance Limited during the financial year ended 31 March, 2023 and upto the date of the Board Meeting held on 25 August, 2023 to approve this report.

1. Financial Highlights		(Rs. in Lacs)
Particulars	Current Year 31 March, 2023	Previous Year 31 March, 2022
Revenue from operations	11723.68	7462.54
Other Income	29.27	17.37
Total Income	11752.95	7479.91
Expenses
Operating Expenses	4690.27	2401.16
Depreciation, amortization and impairment	103.26	65.56
Other Expenses	806.29	537.76
Total Expenses	5599.82	3004.48
Profit/loss before Tax	6153.13	4475.43
Less: Tax Expenses	(1590.29)	(1130.49)
Profit for the year	4562.84	3344.94
Other Comprehensive Income	2.03	5.01
Total Comprehensive Income for the year	4564.87	3349.95

2. Operational Performance/the State of the Company''s affairs

CSL Finance has built a sustainable foundation to accelerate its growth. Its customer-centric products, transparency in operations, relentless focus on customer convenience and investment in technology has helped accelerate its operations. CSL Finance is in the business of fostering the financial inclusion of unbanked and underserved SMEs, Real estate and non-real estate Corporates through flexible ticket size loans.

During the year, the Company had an excellent performance given the challenging industry dynamics. Its income during the year grew by 57% to '' 118 Crores in FY23 from '' 75 Crores in FY22. Profit After Tax (PAT) increased by 36% to '' 46 Crores in FY23 from '' 33 Crores in FY22, an increase of AUM by 42% to '' 736 Crores in FY23 from '' 517 Crores in FY22. The Net Worth increased by 13% from '' 321.68 Crores in FY22 to '' 362.40 Crores in FY23. As a prudent risk management practice. GNPA has declined to 0.61% in FY23 as compared to 1.73% in FY22.

The Company had 26 branches across India as on 31 March, 2023. A detailed analysis of the operational performance and state of affairs of the Company has been discussed in detail in the Management Discussion and Analysis Report and Strategic Review section of this Annual Report.

Depreciation and Finance Costs

During the year under review, Depreciation was '' 1.03 Crores as compared to '' 0.65 Crores for the previous year. Finance costs for FY 23 was '' 27.15 Crores as compared to '' 10.75 Crores for the previous year.

Borrowings

The Total borrowings stood at '' 408.06 Crores (including debt securities) as on 31 March, 2023 as against '' 204.16 Crores as on 31 March, 2022.

Capital Adequacy Ratio

Your Company''s total Capital Adequacy Ratio (CAR), as on 31 March, 2023 stood at 49.88% as compared to 63.82% as on 31 March, 2022.

3. Change in the Nature of Business, if any

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

4. Dividend

RBI vide its circular dated 24 June, 2021, has laid down a framework for the declaration of dividend by NBFCs. Accordingly, the Board of Directors after taking into account various aspects and in compliance with the said circular, recommend for consideration of the members at the ensuing Annual General Meeting (''AGM''), payment of a dividend of 25% i.e., '' 2.50/- per equity share of '' 10/- each fully paid up for the year ended 31 March, 2023 on equity share capital of '' 22,78,26,210/-.

Total dividend proposed for the year does not exceed the ceilings specified in said circular/RBI Master Directions.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer Notice of AGM.

5. Transfer to Reserves

The company proposes to transfer '' 9.13 Crores to Statutory Reserves in accordance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934.

6. Share Capital

As on 31 March, 2023, the Share Capital of the Company stood at:

Authorised Capital	'' 23,00,00,000/- (2,30,00,000 equity shares of '' 10 each fully paid-up)
Issued, Subscribed and Paid-Up Capital	'' 20,73,26,210 (2,07,32,621 equity shares of '' 10 each fully paid-up)

No Equity Shares were issued with differential rights as to dividend, voting or otherwise. The Company has not resorted to any buy back of its Equity Shares during the year under review.

7. Key Initiatives/Developments

The Board of Directors in their meeting held on 20 June, 2023 proposed to raise funds through preferential issue of 17,00,000 equity shares to persons belonging to nonpromoter category. The said proposal was duly approved by the Members in ExtraOrdinary General Meeting of the Company held on 21 July, 2023. Consequent to the said allotment of new equity shares on 27 July, 2023, the paid up capital of the Company stood increased to '' 22,43,26,210/- (2,24,32,621 equity shares of '' 10 each fully paid-up). The Trading Approval for the 17,00,000 equity shares was received by the Company from the both the exchanges and the shares are locked-in as per the regulations of SEBI (ICDR)Regulations, 2018.

Further the Management Committee of the Board of Directors in its meeting held on 11 August, 2023, allotted 3,50,000 equity shares of face value of '' 10/- pursuant to exercise of options attached to the convertible warrants held by Rohit Gupta (HUF), Promoter of the Company and Mr. Amit Ranjan, Mr. Chandan Kumar and Mr. Chirag Gupta, Non Promoters of the Company, consequent to the receipt of notice for exercise, along with the balance 75% of the application money due on the said warrants, i.e. '' 4,20,00,000 ('' Four Crores Twenty Lacs). The trading approval for the 3,50,000 equity shares was received by the Company from both the exchanges and the shares are locked-in as per the regulations of SEBI (ICDR) Regulations, 2018.

8. Employee Stock Option Scheme (''ESOS'')

The Company has CSL (Employee Stock Option Scheme), 2016 which is prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (''SBEB Regulations''). The said scheme was approved by shareholders vide Special Resolution dated 30 September, 2016.

7,00,000 options are covered under the CSL ESOS, 2016 which is administered through CSL Employees Welfare Trust (''ESOP Trust'').

During the financial year 2021-22, the shareholders of the company on 26 March, 2022 through Postal ballot by Remote e-voting have approved the revision in the Exercise Period from exiting 3 years to 5 years and have adopted the amended CSL Stock Option Scheme, 2016-11.

During the year under review, there was no material change in ESOS of our Company.

As per Regulation 14 of "SBEB Regulations", read with SEBI circular no. CIR/CFD/ POLICY CELL/2/2015 dated 16 June, 2015, the details of the "ESOS" are uploaded on our corporate website at https://www.cslfinance.in/

A certificate from Secretarial Auditor of the Company confirming that the Scheme has been implemented in accordance with the applicable Regulations would be made available for inspection by Members through electronic means.

The details of the scheme alongwith grant wise details of options vested, exercised and cancelled have been disclosed in Note 35 to the Financial Statements forming an integral part of the Annual Report.

9. Credit Rating

During F.Y. 2022-23, Credit Rating for the Company stands at BBB Stable from India Ratings & Research.

10. Corporate Governance

Your Company continues to lay a strong emphasis on transparency, accountability and integrity. The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. As provided under Section 134 of the Companies Act, 2013 and Rules framed thereunder and pursuant to Regulation 34(2) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with necessary certificates is annexed and forms part of this Report.

11. Management Discussion and Analysis Report

In accordance with Regulation 34 of LODR Regulations, the Management Discussion and Analysis Report is presented in a separate section, forming part of this Annual Report.

12. Deposits

Being a non-deposit taking Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of Companies Act, 2013.

13. RBI Guidelines

The Company continues to comply with the Master Direction for Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and

Deposit taking Company (Reserve Bank) Directions, 2016 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

14. Subsidiary Companies, Joint Ventures and Associate Companies

The Company has no subsidiary, Joint Ventures or Associate Companies during the year under review.

15. Number of Meetings of The Board

Eight (8) meetings of the Board were held during FY 2022-23. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

16. Committees of The Board

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013, rules framed there under, SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 and as per RBI Master Directions Framework for NBFCs. The Committees of the Board are Audit Committee, Stakeholders'' Relationship Committee, Investor Relations & Share Transfer Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Management Committee, Internal Complaints Committee.

Information Technology Strategy Committee, Asset Liability Management Committee, Risk Management Committee are constituted in accordance with the Master Directions Framework for the NBFC issued by the Reserve Bank of India.

The Board has accepted all the recommendations of the above committees.

The details about Composition of Committees and their Meetings are incorporated in the Board of Directors in the Corporate Governance section forming part of this Report.

17. Directors and Key Managerial Personnel

As on 31 March, 2023, the Board of the Company consists of six Directors as follows and two Key Managerial Personnel:

Directors	DIN/PAN	Category
Mr. Rohit Gupta	00045077	Managing Director (Executive Promoter Director)
Mr. Ashok Kumar Kathuria	01010305	Non-executive Director

Directors	DIN/PAN	Category
Mr. Parmod Bindal	06389570	Non-executive Independent Director
Mr. Subhash Chand Kwatra	08635939	Non-executive Independent Director
Mr. Ayussh Mittaal	07667437	Non-executive Independent Director
Ms. Rachita Gupta	09014942	Whole Time Director (Executive Promoter Director)
Mr. Naresh Chandra Varshney	ACNPV7047F	Chief Financial Officer
Ms. Preeti Gupta	APYPG6833L	Company Secretary & Compliance Officer

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31 March, 2023, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013. The certificate has been received from Mr. Ganesh Dutt Sharma (COP: 16085), Proprietor of M/s. Ganesh Sharma & Associates, Company Secretaries, Delhi, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The said certificate is annexed to this Report as Annexure-A.

The other details with respect to the Board of Directors are given in the Corporate Governance section forming part of this Report.

a) Change in Directorate

i. Appointment/Re-appointment

Mr. Parmod Bindal and Mr. Subhash Chand Kwatra have been appointed as Independent Director(s) on the Board of the Company w.e.f. 27 June, 2022.

The Board is of the opinion that Mr. Parmod Bindal and Mr. Subhash Chand Kwatra are person(s) of integrity, expertise and have relevant experience to serve the Company as independent director(s).

ii. Resignation

Mr. Manoj Gupta (DIN: 01160953), Independent Director resigned from the directorship of the company w.e.f. 27 June, 2022 and Ms. Anjna Mittal (DIN: 07143461), Independent Director resigned from the directorship of the Company w.e.f., 9 August, 2022.

b) Directors liable to retire by rotation

Mr. Ashok Kumar Kathuria retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment. Brief details of Mr. Ashok Kumar Kathuria, who is seeking re-appointment, are given in the Notice of AGM.

c) KMPs

During the year under review, there was no change in the KMPs.

18. Declaration by Independent Directors

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act read with Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Company has received the following declarations from all the Independent Directors confirming that:

i. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

ii. They have registered themselves with the Independent Director''s Database maintained by the IICA.

Women Directors

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17 (1) (a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company has Ms. Rachita Gupta (DIN: 09014942) as the Woman Director on the Board of the Company.

19. Board Evaluation

Pursuant to the provisions of the Act, and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non - Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

20. Transactions with Related Parties

All contracts/arrangements/transactions entered by the Company during FY2023 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. All related party transactions entered during FY2023 were on arm''s length basis and not material under the Act and SEBI Listing Regulations. None of the transactions required members'' prior approval under the Act or SEBI Listing Regulations. Details of transactions with related parties during FY2022 are provided in the note 46 to the financial statements.

The policy on materiality of related party transactions and on dealing with related party transactions was amended in line with SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021. The policy is available on the website of the Company at https://www.cslfinance.in/codes-and-policies and also forms a part of the Corporate Governance Report.

21. Fraud Reporting

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

22. Familiarisation Programme for the Independent Directors

In compliance with the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations"), the Company has put in place a familiarization programme for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the such familiarisation programme are available on the website of the Company at https://www.cslfinance.in/codes-and-policies.

23. Director''s Responsibility Statement

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under historical cost convention on an accrual basis pursuant to the provisions of the Act and guidelines issued by SEBI/RBI.

In accordance with the provisions of section 134(3)(c) and Section 134 (5) of the Act and based on the information provided by the Management, the directors state that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. they 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 at the end of the financial year and of the profit of the Company for FY2023;

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

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

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

24. Significant & Material orders passed by the regulators

There were no significant material orders passed by the Regulators/Courts during the previous year which would impact the going concern status of the Company and its future operations.

25. Nomination and Remuneration Committee

The Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management of the Company.

The Nomination and Remuneration Committee is fully empowered to determine/ approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc.

The policy is available at Company''s website at https://www.cslfinance.in/codes-and-policies.The other details with respect to committee composition and meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report.

26. Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the notes to the Financial Statements.

27. Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The same is posted on the website of the Company at https://www. cslfinance.in/codes-and-policies.

As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act. The same has also been disclosed in the Corporate Governance Report forming an integral part of the Board''s Report.

28. Fair Practice code (FPC)

The Company has in place, a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company at https://www.cslfinance.in/codes-and-policies. The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

29. Auditors & their Report

Statutory Auditors:

As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the members of our Company in its 30^th AGM of the Company approved the. appointment of M/s. S.P. Chopra & Co., Chartered Accountants (FRN: 000346N), Delhi as Statutory Auditors of the Company in place of the Retiring Auditors, for a term of 5 (five) consecutive years from the conclusion of the 30^th Annual General Meeting till the conclusion of the 35^th Annual General Meeting.

Auditors Report:

The notes on the financial statement referred in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditors'' Report to the Members for the year under review is unmodified, i.e. it does not contain any qualification, reservation or adverse remark or disclaimer

Secretarial Auditors:

In compliance with the provisions of Section 204 and other applicable provisions of Companies Act 2013, the Board of Directors in their Board Meeting held on 16 May, 2023 has appointed Mr. Ganesh Dutt Sharma (COP: 16085), Proprietor of M/s. Ganesh Sharma & Associates, Company Secretaries, Delhi as Secretarial Auditor to undertake secretarial audit of the Company for the financial year ended 31 March, 2023.

Company''s explanation on the aforesaid observations:

The Management has filed its Representation Letter to the Stock Exchange for the fines mentioned above, Out of the total amount of '' 4,77,900 fine levied; '' 3,88,220 has been withdrawn by the exchange and for the rest of the amount, the matter is under consideration for which the Company is taking continuous follow up.

Internal Auditors:

The Board has re-appointed M/s. R, Mahajan & Associates (FRN: 011348N), Chartered Accountants, Delhi as the Internal Auditors of the Company in its Board Meeting held on 16 May, 2023 for the Financial Year 2022-23. The Internal Audit report is submitted every quarter before the Audit Committee by the Internal Auditors

30. Annual Return

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company''s website at https://www.cslfinance.in/annual-general-meeting

31. Compliance on secretarial standards

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

32. Corporate Social Responsibility (CSR)

The Board constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, forming part of this Report. The policy is available on the website of the Company at https://www.cslfinance.in/codes-and-policies

Annual Report on CSR activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules") is provided as Annexure-C to this report.

33. Meeting of Independent Directors

During the year under review, the meeting of Independent directors was held on 25 March, 2023, to review the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the company; and also to assess the quality, quantity and timelines of flow of information between the company management and the Board in line with the requirement of Listing Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013.

34. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism Policy aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. A copy of the Policy is available on the website of the Company at https://www.cslflnance.in/codes-and-policies

35. Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this report.

36. Managing director (MD) and chief financial officer (CFO) certification

A Certificate from Mr. Rohit Gupta, Managing Director and Mr. Naresh Chandra Varshney, Chief Financial Officer, pursuant to provisions of SEBI (LODR) Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on 16 May, 2023 and the same does not contain any adverse remark or disclaimer.

37. Particulars of Energy Conservation, Technology Absorption, Expenditure on Research

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn''t own any manufacturing facility.

38. Internal Financial Controls

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

39. Investor Education and Protection Fund (IEPF)

During the year 2022-23, no amount was transferred to the Investor Education and Protection Fund (IEPF).

40. Disclosure pursuant to rule 5 of companies (appointment and remuneration of managerial personnel) rules, 2014

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-D and forms part of this Report.

Other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-D and forms part of this Report.

41. Code of conduct for directors and employees

The Company has adopted a Code of Conduct for its Directors and employees including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said Codes can be accessed on the Company''s website at https://www.cslfinance. in/codes-and-policies. In terms of the Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

42. Listing of Shares

The shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited* (''NSE''). The applicable listing fees for the year up to F.Y. 2023-24 have been duly paid to BSE Limited and NSE Limited.

* The Company got its Approval letter for Listing of the equity shares on NSE on 21 July, 2022 and the equity shares of the Company was admitted for trading on the NSE w.e.f., 22 July, 2022.

43. Other Disclosures

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose 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 is not applicable to the Company. The requirement to disclose the details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is also not applicable.

44. Appreciation

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Government, Regulators, Stock Exchanges, Depositories, other statutory bodies and Company''s Bankers for the assistance, cooperation and encouragement extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your Directors look forward to your continuing support.

45. Cautionary Statement

Statements in the Board''s Report and Management Discussion and Analysis, describing the Company''s objectives, outlook, opportunities and expectations may constitute "Forward Looking Statements" within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company''s operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.

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Mar 31, 2018

Dear Shareholders

The Directors have pleasure in presenting the 26^th Annual Report along with the Audited financial statements of the Company for the financial year ended 31^stMarch, 2018

1. FINANCIAL PERFORMANCE

(Rs. in Cores)

SI. No.	Particulars	Current Year 31-03-2018	Previous Year 31-03-2017
1.	Total Revenue	41.46	40.66
2.	Profit before Tax	25.78	23.78
3.	Tax	7.70	7.35
4.	Profit After taxes	18.08	16.42

2. DIVIDEND

The directors recommend for consideration of the members at the ensuing annual general meeting payment of dividend of Rs.1.50 per equity share of the face value of Rs.10/- each for the financial year 2017-18. The amount of dividend and tax thereon aggregate to Rs.106.59 Lakhs.

3. TRANSFER TO RESERVES

The company transferred Rs.3.62 Crores to Statutory Reserves in accordance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934.

4. CAPITAL ADEQUACY

Capital Adequacy as at 31^st March, 2018 stood at healthy 65.35% which is well above the Minimum regulatory norms for non-deposit accepting NBFCs.

5. CREDIT RATING

The Credit Rating enjoyed by the Company from Care Ratings Limited as on 31^st March, 2018, is as given below:

Credit	Instrument	Rating	Migration
Rating		as on	during the
Agency		31-03-2018	FY 2017-18
CARE	Fund Based - LT - Cash Credit	CARE BBB; Stable	No Change*

*Earlier, the credit rating issued was for working capital limit of Rs.60 crores. During the year 2017-18, the rating was revised for working capital limits of Rs.120 crores.

6. BORROWING

During the year under review, your company raised a total of Rs.60 crores from banks and financial institutions. As on 31^st March, 2018, the borrowings of the company stand at Rs.120 crores. No interest payment or principal repayment of the loan facilities availed by your company from banks/financial institutions was due and unpaid as on 31^st March, 2018. The assets of the company which are available by way of security are sufficient to discharge the claims of the banks and Financial Institutions as and when they become due.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated in Regulation 34 of the Listing Regulations, 2015 is annexed to this Report.

8. CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed to this Report. The certificate received from the Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated in Regulation 34 and Schedule V to the Listing Regulations, 2015, is annexed to Report on Corporate Governance.

9. DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of Companies Act, 2013.

10. RBI GUIDELINES

The Company continues to comply with all the regulations prescribed by the Reserve Bank of India, from time to time.

11. SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES

The Company has no subsidiary Company. The Company has not entered into any joint venture. The company has two Associate companies; Catalyst Financial Services Private Limited and CSL Capital Private Limited.

12. NUMBER OF MEETINGS OF THE BOARD

The Board met 10 times in the Financial Year 201718 viz., 16^th May, 2017, 23^rd May, 2017, 10^th August, 2017, 14^th August, 2017, 30^th August, 2017, 18^th September, 2017, 13^th November, 2017, 28^th November, 2017, 1^st January, 2018 and 25^th January, 2018. The maximum time interval between any two meetings did not exceed 120 days.

13. COMMITTEES OF THE BOARD

The details of all the Committees of the Board along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report. The Board has accepted all the recommendations of the Audit Committee.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2018, the Board of your Company consists of four Directors and two Key Managerial Personnel as follows:

Name	Category
Mr. Rohit Gupta	Managing Director (Executive Promoter Director)
Mr. Ashok Kumar Kathuria	Non-executive Promoter Director
Mr. Manoj Gupta	Non-executive Independent Director
Ms. Anjna	Non-executive Independent Director (Woman Director)
Mr. Naresh Chandra Varshney	Chief Financial Officer
Mr. Akash Gupta	Company Secretary and Legal Head

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Directors are having vast knowledge and experience in their relevant fields and the Company has benefited immensely by their presence in the Board,

a) Directors

APPOINTMENT

During the financial year, your directors vide a resolution passed by them in their board meeting held on 16^th May, 2017 and regularized by the shareholders in their meeting on 5^th September, 2017 had appointed Mr. Manoj Gupta (DIN: 01160953) as the Independent Director in the capacity of Non-Executive Director with effect from 16^th May, 2017.

RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and Regulation 36 of the Listing Regulations, Mr. Ashok Kumar Kathuria (DIN: 01010305), retires at the ensuing AGM, and being eligible offers himself for re-appointment. The brief resume/details relating to Director who is to be re-appointed is furnished in the Notice of the ensuing AGM.

The Board of Directors of your Company recommends the reappointment of the Director liable to retire by rotation at the ensuing AGM.

RESIGNATION

During the financial year, Mr. Kapil Aggarwal (DIN: 00032225) who was the Non-Executive Director of the Company had resigned from the Board of Directors with effect from 23^rd May, 2017.

The Board of Directors placed on record their deep appreciation for the assistance and guidance provided by Mr. Kapil Aggarwal during his tenure as Director of the Company. The Company benefited immensely from his rich management experience.

INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and in terms of Regulation 16 of Listing Regulations.

b) Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17 (1) (a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company has Ms. Anjna, as the Woman Director on the Board of the Company.

c) Key Managerial Personnel

In accordance to the provisions of Companies Act, 2013, the following persons are the KMPs of the Company, as recorded by the Board as on 31^st March, 2018:

Mr. Rohit Gupta : Managing Director

Mr. Naresh Chandra : Chief Financial Officer Varshney

Mr. Akash Gupta : Company Secretary & Legal Head

d) Changes in Key Managerial Personnel (KMP) during the FY 2017 - 18

During the year under review, Mr. Sandeep Kumar Lohani who had joined the company as ''Chief Executive Officer'' was redesignated as Chief Strategy Officer w.e.f 27.01.2018, to help the company explore new growth avenue. He has recently resigned to pursue other growth opportunity.

15. PERFORMANCE EVALUATION

Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and in accordance to Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out the annual performance evaluation of the Board as a whole, various Committees of the Board and of the Directors. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of functioning mechanism of the Board and Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report annexed to this Report.

16. RELATED PARTY TRANSACTIONS

During FY 2017-2018, the Company entered into transactions with related parties pursuant to approval of the Audit Committee. The details of such transactions were placed before the Committee for noting/review. All related party transactions entered into during FY2018 were on an arm''s length basis and in the ordinary course of business under the Companies Act, 2013 and not material under Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (the Listing Regulations) and hence did not require members'' prior approval under the Companies Act, 2013 and the Listing Regulations. During FY2017-18, there were no related party transactions requiring disclosure under section 134 of the Companies Act, 2013. A policy on materiality of related party transactions and dealing with related party transactions is placed on the Company''s website https://www.cslfinance.in.

17. FRAUD REPORTING

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board''s Report.

18. BOARD''S INDEPENDENCE

The definition of ''Independence'' of Directors is derived from Section 149(6) of the Companies Act, 2013. 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 Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013 :-

i. Ms. Anjna (DIN: 07143461)

ii. Mr. ManojGupta (DIN: 01160953)

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act 2013 that the Independent Directors of the company meet with the criteria of their independence laid down in Section 149 (6) of the Companies Act, 2013.

20. FAMILIARISATION PROGRAMME

In compliance with the requirement of Regulation 25 of Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarise them about the Company and their roles, rights, responsibilities in the Company. The details of the familiarisation programme are explained in the Corporate Governance Report. The same is also available on the website of the Company i.e. www.cslfinance.in.

21. DIRECTOR''S RESPONSIBILITY STATEMENT

a. Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief that in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards have been followed

b. that the Directors have selected such Accounting Policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review.

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. that the Directors had prepared the annual accounts for the financial year ending 31^stMarch, 2018 on a going concern basis.

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

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

22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material order was passed by the Regulators or Court or Tribunal which impact the going concern status operations of your Company in future.

23. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration/Compensation Committee framed a policy on directors'' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees.

24. SECRETARIAL STANDARDS OF ICSI

The company is compliant with all the secretarial standards in place.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments are given in the notes to the Financial Statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

During and subsequent to the year under review, the contracts or arrangements with related parties have been on arm''s length and in ordinary course of business and they were not material in nature. Accordingly, the particulars of the transactions as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 are not required to be disclosed as they are not applicable.

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

The Company has zero tolerance towards sexual harassment of women at the workplace. The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment of Women at Workplace and an Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. The functioning of the Committee was carried out as per letter and spirit contained in the provisions of the Act. During the FY 2017-2018, the Company has not received any complaint of sexual harassment and hence there were no complaints pending for redressal as on 31^st March, 2018. The Company had conducted 4 workshops/awareness programs regarding women empowerment during the year under review.

28. FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company. The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

29. STATUTORY AUDITORS & THEIR REPORT

M/s. Aggarwal & Rampal, Chartered Accountants were appointed as Statutory Auditors of your Company at the Twenty Fifth Annual General Meeting (AGM) held on 5^th September, 2017, from the conclusion of the said AGM till conclusion of Thirtieth Annual General Meeting. As per the provisions of Companies Act, 2013 read with rules made thereunder.

The Auditor''s Report does not contain any qualification, reservation or adverse remark.

30. SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Mr. Sanjay Kumar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for Financial Year 2017-18 has been appended as Annexure-I to this Report.

31. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed to this Director''s Report.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors of the company had constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR Policy of the Company has been annexed to this Report.

33. THE STATE OF THE COMPANY''S AFFAIRS

During the year under review the performance of the company has been good, even despite the challenges in the operating environment. The company continues to run a loan book with an excellent portfolio quality. Though credit growth is yet to pick up, going ahead the company sees ample opportunities in the secured lending segment and is looking to scale up its loan book in the years to come.

34. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the company. In order to expand, the company has forayed into Retail SME lending and has opened branches in Delhi, Ambala, Panipat, Yamunanagar, Ludhiana, Jalandhar, Patiala, Dehradun, Jaipur, Kota, Ajmer, Jodhpur and Ahmedabad. The branches have commenced operations and are expected to contribute to the Company''s growth in the coming years.

35. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent directors in their meeting held on 24^th March, 2018 reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the company; and also assessed the quality, quantity and timelines of flow of information between the company management and the Board in line with the requirement of Listing Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company''s code of Conduct. The said policy has been uploaded on the website of the Company at www.cslfinance.in. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

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

- Capital: During the year, your company issued:

SI. No.	No. of fully paid up equity shares	Date of Allotment	Purpose
1	1222000	18.09.2017	Shares were issued on preferential basis to the non-promoter category.

- Transfer of shares pursuant to Scheme of Amalgamation passed by the Hon''ble NCLT:

During the year under review, Hon''ble NCLT passed the Scheme of Amalgamation between CSL Holdings Private Limited and CSL Finance Limited vide its order 31.05.2017 and on 20.06.2018 the Ministry of Corporate affairs approved the amalgamation of CSL Holdings Private Limited into CSL Finance Limited. Pursuant to Scheme of Amalgamation the 34,33,363 (73.33%) equity shares of CSL Finance Limited which were held by CSL Holdings Pvt Ltd were transferred the shareholders of CSL Holdings Pvt. Ltd. (pursuant to the Scheme). The details with respect to the shares transferred pursuant to Scheme of Amalgamation are available in the MGT-9 below.

38. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn''t own any manufacturing facility.

39. RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company has adopted a Risk Management Policy to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks, if any identified, are systematically addressed through corrective measures on a continuing basis. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity.

40. CSL EMPLOYEE STOCK OPTION SCHEME, 2016

Your company had formulated and implemented Employee Stock Option Scheme, 2016 in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 including any amendments thereto. The Nomination and Remuneration Committee of the Board of Directors of the company, inter alia, administers and monitors the CSL ESOS, 2016 in accordance with the applicable SEBI regulations.

The details of the options granted and outstanding as on 31^stMarch, 2018 alongwith other particulars as required by Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014) is available on the website of the Company i.e. www.cslfinance.in and the Auditors'' Certificate would be placed at the forthcoming Annual General Meeting pursuant to Regulation 13 of the said Regulations.

41. DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Ratio of Remuneration of each director to the median remuneration of the employees for the financial year:

The remuneration is paid by company to Mr. Rohit Gupta, Managing Director of the company. No other director was paid any remuneration during the year. The ratio of the remuneration of Mr. Rohit Gupta to the median employee''s remuneration is as follows:

Median Employee''s Remuneration : Rs.2,96,000/-

Annual Salary of the : Rs.84,00,000/-

Managing Director

Ratio (remuneration of MD: remuneration of median employee) : 0.035:1

Percentage increase in remuneration of each director, Chief Financial officer, chief Executive Officer, Company Secretary of Manager, if any, in the Financial year:

Directors/KMP	Designation	%increase in remuneration
Rohit Gupta	Managing Director	Nil
Naresh Chandra Varshney	Chief Financial Officer	59.82
Akash Gupta	Company Secretary	28.34

Percentage increase/decrease in the median remuneration of employees in the financial year:

The percentage decrease in the median remuneration of employees in the financial year 2017-18 is 11.90%

Number of permanent employees on the rolls of company at the end of the year:

82 permanent employees are on the roll of the company at the end of the financial year 2017-18.

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 no increase in the managerial remuneration during the financial year under review. Therefore, there were no exceptional circumstances and hence no justification required for the same.

Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company is in compliance with its remuneration policy. The company has in place the Nomination and Remuneration Committee to monitor the same.

42. APPRECIATION

Your Directors would like to record their appreciation for the hard work and commitment of the Company''s employees and warmly acknowledge the unstinting support extended by its bankers, alliance partners and other stakeholders in contributing to the results. And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

43. CAUTIONARY STATEMENT

Statements in the Board''s Report and Management Discussion and Analysis, describing the Company''s objectives, outlook, opportunities and expectations may constitute "Forward Looking Statements" within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company''s operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.

For on & behalf of the Board

Sd/- Sd/-

Rohit Gupta Ashok Kumar Kathuria

Managing Director Director

(DIN:00045077) (DIN: 01010305)

Place: New Delhi

Date: 27^th August, 2018

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Mar 31, 2016

Dear Shareholders

The Directors take pleasure in presenting the 24^th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31^st March, 2016 together with the Auditor''s Report thereon.

1. Financial Performance

(Rs. In Crores)

Particulars	Current year ended 31.03.2016	Previous year ended 31.03.2015
Total Revenue	44.67	93.77
Profit before Tax	18.49	12.26
Tax	5.44	4.27
Profit After taxes	13.05	7.98

2. Dividend

Your directors do not recommend any dividend for the year ended 31^st March, 2016.

3. Management Discussion & Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated in Regulation 34 of the Listing Regulations, 2015 is annexed to this Report.

4. Corporate Governance

A separate report on Corporate Governance is annexed to this Report. The certificate received from the Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated in Regulation 34 and Schedule V to the Listing Regulations, 2015, is annexed to Report on Corporate Governance.

5. Fixed Deposits

Since your Company is the non deposit taking Non Banking Financial Company, it has not accepted any deposits under Chapter V of Companies Act, 2013 during the year under review.

6. RBI Guidelines

As a Non Deposit accepting Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

7. Subsidiaries Companies, Joint Ventures And Associates

The Company has no subsidiary Company. The company has one Associate company, Jan Udhhaar Finance Private Limited, which was incorporated on 06.08.2015.

8. Number of Meetings of The Board

The Board met 09 times in financial year 2015-16 viz., 24^th April 2015, 29^th May 2015, 13^th July 2015, 28^th July 2015, 22^nd August 2015, 5^th November 2015, 24^th November 2015, 11^th January, 2016 and 13^th February 2016. The maximum interval between any two meetings did not exceed 120 days.

9. Committees of the Board

The details of all the Committees of the Board along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report. The Board has accepted all the recommendations of the Audit Committee.

10. Directors and Key Managerial Personnel

Directors

Mr.Anirudha Kumar resigned from the board of Directors of the Company due to his pre occupation w.e.f 5^th November 2015. Mr. Ashok Kumar Kathuria retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. The details of Mr. Ashok Kumar Kathuria is stated in the Annexure forming part of the Notice of the Annual General Meeting of the Company.

Key Managerial Personnel

In accordance to the provisions of Companies Act, 2013, Mr. Rohit Gupta, Managing Director, Mr.Naresh Chandra Varshney, Chief Financial Officer and Mr.Akash Gupta, Company Secretary and Legal Head are Key Managerial Personnel of the Company.

Mr.Naresh Chandra Varshney was appointed as the Chief Financial Officer of the Company with effect from 24^th November, 2015. Further, in accordance to the provisions of Section 203 of the Companies Act, 2013, Mr. Varshney was also designated as Key Managerial Personnel of the Company.

11. Performance Evaluation

Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and in accordance to Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out the annual performance evaluation of the Board as a whole, various Committees of the Board and of the Directors. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of functioning mechanism of the Board and Committee. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report annexed to this Report.

12. Board''s Independence

The definition of ''Independence'' of Directors is derived from Section 149(6) of the Companies Act, 2013. 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 Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013 :-

1. Mr. Kapil Aggarwal (DIN: 00032225)

2. Ms. Anjna (DIN: 07143461)

13. Director''s Responsibility Statement

In pursuance to applicable provisions of the Companies Act, with respect to Director''s Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31^st March 2016, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. that the Directors had prepared the annual accounts for the financial year ending 31^st March 2016 on a going concern basis.

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

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

14. Nomination and Remuneration Policy

The Board has on the recommendation of Nomination and Remuneration/Compensation Committee framed a policy on directors'' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees.

15. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the Financial Statements.

16. Particulars of Contracts or Arrangements With Related Parties Referred To In Section 188

During and subsequent to the year under review, the contracts or arrangements with related parties have been on arms length and in ordinary course of business and they were not material in nature. Accordingly, the particulars of the transactions as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 are not required to be disclosed as they are not applicable.

17. Statutory Auditors & their Report

M/s. R. Mahajan & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the Twenty Third Annual General Meeting (AGM) held on 30th September, 2015, from the conclusion of the said AGM till conclusion of Twenty Fourth Annual General Meeting. As per the provisions of Section 139 of the Companies Act 2013, the appointment of Statutory Auditors is required to be ratified by members at every Annual General Meeting. Accordingly, the appointment M/s. R. Mahajan & Associates, as the Statutory Auditor of the Company is placed for ratification by the shareholders. The Auditor''s Report does not contain any qualification, reservation or adverse remark. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

18. Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed Mr. Sanjay Kumar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for Financial Year 2015-16 has been appended as Annexure-I to this Report.

19. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-II to this Director''s Report.

20. Corporate Social Responsibility (CSR)

The Board of Directors of the company had constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein. The CSR Policy of the Company has been annexed as Annexure-III to this Report.

21. The state of the Company''s affairs

During the year under review the performance of the company has been good, even despite the challenges in the operating environment. The company continues to run a zero-default loan book. Though credit growth is yet to pick up, going ahead the company sees ample opportunities in the secured lending segment and is looking to scale up its loan book in the years to come.

22. The amounts, if any, which the company proposes to carry to any reserves

During the year under review, the company has transferred an amount of Rs.2.61 Crores from the Profit & Loss Account of the company to the Statutory Reserve created u/s 45 IC of the Reserve Bank of India Act, 1934.

23. Change In the Nature of Business, if any

There was no change in the nature of the business of the Company during the Financial Year 2015-16.

24. Meeting of Independent Directors

During the year under review, the Independent directors in their meeting held on 5^th January 2016 reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the company; and also assessed the quality, quantity and timelines of flow of information between the company management and the Board in line with the requirement of Listing Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013.

25. Whistle Blower Policy and Vigil Mechanism

Your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company''s code of Conduct. The said policy has been uploaded on the website of the Company at www.consec.in.

26. Material changes and commitments affecting the Financial position of the company

The Board of directors of the company in its meeting held on 18^th July 2015 had approved the Scheme of Arrangement of the Merger its holding Company, M/s. CSL Holdings Private Limited into M/s.CSL Finance Limited (appointed date being 01.04.2015), subject to the approval of the shareholders, regulatory authorities, Hon''ble High Court of Delhi.

Upon the said merger of CSL Holdings Private Limited (CHPL) into CSL, the shareholders of CHPL would be entitled to the same number of shares of CSL which they own on the effective date of the proposed merger indirectly through their holding in CHPL. Pursuant to the amalgamation, there would be no change in the paid up capital of CSL.

The Company has already taken approval for the aforesaid merger from its shareholders vide Postal Ballot. The results of the postal ballot were uploaded on listing centre of BSE and are also available on the website of the Company at www.consec.in. The Company has already received approval for the aforesaid merger from the Hon''ble Reserve Bank of India vide its approval letter dated 25th July 2016 and from the Bombay Stock Exchange vide its observation letter dated 14^th December 2015.

27. Particulars of Energy Conservation, Technology Absorption, expenditure on research and development, foreign exchange inflow/outflow, etc.

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn''t own any manufacturing facility.

28. Risk Management Policy And Internal Control

The Company has adopted a Risk Management Policy to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks, if any identified, are systematically addressed through corrective measures on a continuing basis. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity.

29. Acknowledgement

Your directors take this opportunity to place their sincere appreciation for significant contribution made by all the employees for their dedication, hard work and commitment towards the success and growth of the Company. The directors also place their thanks to the company''s bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

Place: New Delhi For & on behalf of the Board

Date: 1^st September, 2016 Rohit Gupta Ashok Kumar Kathuria

Managing Director Director

(DIN: 00045077) (DIN: 01010305)

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Mar 31, 2015

Dear Shareholders

The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2015 together with the Auditor's Report thereon.

1. Financial Performance

(Rs. In Crores Particulars Current Year Ended Previous Year Ended 31.03.2015 31.03.2014

Total Revenue 93.77 115.10

Profit before Tax 12.26 9.98

Less: Provision for 4.27 2.78 Taxation

Profit After Taxes 7.99 7.20

2. Dividend

Your directors do not recommend any dividend for the year ended 31st March, 2015

3. Management Discussion & Analysis Report

As required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis for the year under review is presented in a separate section forming part of the Annual Report.

4. Corporate Governance

A separate report on Corporate Governance is provided together with certificate from the Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement and is forming part of this Annual Report.

5. RBI Guidelines

As a Non Deposit accepting Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

6. Subsidiaries Companies, Joint Ventures and Associates x

The Company has no subsidiary Company. The company has one Associate company, Jan Uddhaar Finance Private Limited, which was incorporated on 06.08.2015.

7. Number of Meetings of the Board

The Board met 10 times in financial year 2014-15 viz., 23rd April 2014, 25th April 2014, 29th May 2014, 14th August 2014, 26th September 2014, 29th October 2014, 9th January 2015, 30th January 2015, 14th February 2015 and 30th March, 2015. The maximum interval between any two meetings did not exceed 120 days.

8. Committees of the Board

During the year, in accordance with the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board constituted a Corporate Social Responsibility Committee. The Committees of the Board in place are as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

- Investor Relations & Share Transfer Committee

- Corporate Social Responsibility Committee

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

9. Details of Directors or KMP appointed/ resigned during the year

Pursuant to the requirements of the listing agreement and applicable rules of Companies Act 2013, Ms. Anjna (DIN: 07143461) was appointed as an Additional Director (Independent) by the Board of Directors with effect from 30.03.2015. No other KMP/Director was appointed or resigned during the year.

10. Board's Independence

The definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchange and Section 149(6) of the Companies Act, 2013. 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 Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:- 1. Mr. Kapil Aggarwal (DIN: 00032225)

2. Mr. Anirudha Kumar (DIN: 00084495)

3. Ms. Anjna (DIN: 07143461)

11. Director's Responsibility Statement

In pursuance to applicable provisions of the Companies Act, with respect to Director's Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. that the Directors had prepared the annual accounts for the financial year ending 31st March 2015 on a going concern basis.

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

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

12. Company's Policy on Directors' Appointment and Remuneration & Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees has been formulated including criteria for determining qualifications, positive attributes, Independence of a Director and other matters as required under the said Act and Listing Agreement. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

- Expertise;

- Objectivity and Independence;

- Guidance and support in context of life stage of the Company;

- Understanding of the Company's business;

- Understanding and commitment to duties and responsibilities;

- Willingness to devote the time needed for effective contribution to Company;

- Participation in discussions in effective and constructive manner;

- Responsiveness in approach;

- Ability to encourage and motivate the Management for continued performance and success;

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation.

13. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the Financial Statements.

14. Particulars of Contracts or Arrangements with Related Parties referred to in Section 188

During and subsequent to the year under review, the contracts or arrangements with related parties have been on arms length and in ordinary course of business and they were not material in nature. Accordingly, the particulars of the transactions as prescribed in Form AOC-2 of the rules prescribed under chapter IX relating to Accounts of Companies under the Companies Act, 2013 are not required to be disclosed as they are not applicable.

15. Statutory Auditors & their Report

M/s. R. Mahajan & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at its 22nd Annual General Meeting (AGM) held on 30th September, 2014, from the conclusion of the said AGM till conclusion of Twenty Third Annual General Meeting being held on 30th September, 2015. Accordingly, the appointment M/s. R. Mahajan & Associates, as the Statutory Auditor of the Company is placed for ratification by the shareholders. The Auditor's Report does not contain any qualification, reservation or adverse remark.

16. Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Mr. Sanjay Kumar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for Financial Year 2014-15 has been appended as Annexure-I to this Report.

17. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-II to this Director's Report.

18. Corporate Social Responsibility (CSR)

The Board of Directors of the company, during the year under review, had constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein.

The Company pursuant to the recommendation of the CSR Committee had adopted a detailed policy on Corporate Social Responsibility and also discussed and identified the core areas in which the CSR activities was proposed to be carried out in the CSR Committee Meetings from time to time. The CSR Policy of the Company has been annexed as Annexure-III to this Report.

19. The state of the Company's affairs

During the year under review the performance of the company has been satisfactory, even despite the challenges in the operating environment. The company continues to run a zero-default loan book. Though credit growth is yet to pick up, going ahead the company sees ample opportunities in the secured lending segment and is looking to scale up its loan book in the years to come.

20. The amounts, if any, which the Company proposes to carry to any reserves

During the year under review, the company has transferred an amount of Rs.1.59 Crores from the Profit & Loss Account of the company to the Statutory Reserve created u/s 45 IC of the Reserve Bank of India Act, 1934.

21. Change In the Nature of Business, if any

There was no change in the nature of the business of the Company during the Financial Year 2014-15.

22. Meeting of Independent Directors

During the year under review, the Independent directors in their meeting held on 31.03.2015 reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the company; and also assessed the quality, quantity and timelines of flow of information between the company management and the Board in line with the requirement of Clause 49 of the listing agreement read with applicable provisions of Schedule IV of the Companies Act, 2013.

23. Remuneration to Managing Director

Mr. Rohit Gupta, Managing Director of the company has drawn Rs.90,00,000/- (Rupees ninety lacs only) as salary during the year. The company shall continue to ensure compliance with all the applicable rules and regulations in this regard. The revision in terms of the remuneration of Mr. Rohit Gupta is being placed before the shareholders for their approval at the ensuing Annual General Meeting of the Company.

24. Ratio of the remuneration of each director to the median employee's remuneration.

The remuneration is paid by the company to Mr. Rohit Gupta, Managing Director of the company. No other director was paid any remuneration during the year. The ratio of the remuneration of Mr. Rohit Gupta to the median employee's remuneration is as follows:

Median Employee's Remuneration (Annual) - Rs.3,01,000/-

Annual Salary of the Managing Director - Rs.90,00,000/-

Ratio (remuneration of MD: remuneration of median employee) V 0.03:1

25. Vigil Mechanism

Your Company has established a 'Whistle Blower Policy and Vigil Mechanism' for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company's code of Conduct. The said policy has been uploaded on the website of the Company.

26. Particulars of Energy Conservation, Technology Absorption, expenditure on research and development, foreign exchange inflow/outflow, etc.

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn't own any manufacturing facility.

27. Risk Management Policy And Internal Control

The Company has adopted a Risk Management Policy to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks, if any identified, are systematically addressed through corrective measures on a continuing basis. The Company's internal control systems are commensurate with the nature of its business and the size and complexity.

28. Acknowledgement

Your directors take this opportunity to place their sincere appreciation for significant contribution made by all the employees for their dedication, hard work and commitment towards the success and growth of the Company. The directors also place their thanks to the company's bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

Place: New Delhi For on & behalf of the Board Date: 22nd August, 2015

Rohit Gupta Ashok Kumar Kathuria Managing Director Director & CFO (DIN:00045077) (DIN:01010305)

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 22nd Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2014 together with the Auditor''s Report thereon.

1. Financial Performance

(Rs. in Crores)

Particulars Current year ended Previous year ended 31.03.2014 31.03.2013

Total Revenue 115.11 106.48

Profit before Tax 9.98 5.96

Less: provision for Taxation 2.78 1.76 Profit After taxes 7.20 4.20

2. Business Operations

During the year under review, the volatility and slowdown in economic growth continued. However, the performance of the company has been good and it has earned a profit after tax of Rs.7.20 crores.

During the year, search proceedings were conducted by the Income tax department. In the opinion of the management of the company, nothing indiscriminate was found in relation to the affairs of the company. The appraisal is still under process and the proceedings are still pending.

3. Transfer to reserves

The Company transferred the profit after tax of Rs. 7.20 crores to the reserves and surplus of the company.

Further, the amount received towards the share premium account amounting to Rs.4.55 crores also forms part of the Reserves and surplus.

4. Dividend

Your directors do not recommend any dividend for the year ended 31st March, 2014.

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

The Company is not engaged in any activity related to conservation of energy or technology absorption. There were no foreign exchange earnings and outgo during the year under review.

6. Particulars of Employees

There was no employee in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (including any amendment thereof). Therefore, no such statement is required to be furnished.

7. Director''s Responsibility Statement

In pursuance to applicable provisions of the Companies Act, with respect to Director''s Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. that the Directors had prepared the annual accounts for the financial year ending 31st March 2014 on a going concern basis.

8. Directors

In accordance with the applicable provisions of the Companies Act, as amended upto date and Article 89 of the Articles of Association of the Company, Mr. Ashok Kumar Kathuria, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The necessary resolutions with regard to above are being placed before the shareholders for their approval. The Board recommends his re-appointment as Director on the Board of the Company in this Annual General Meeting.

A brief profile of Mr. Ashok Kumar Kathuria has been given as Annexure to the Notice of the ensuing Annual General Meeting.

9. Audit Committee

The existing Audit Committee is in full compliance to Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and its role and scope is in compliance to those prescribed by Clause 49 of the Listing Agreement.

10. Public Deposits

The Company has neither invited nor accepted any deposits from the public during the year under review within the meaning of Section 73 and other relevant provisions of the Companies Act, 2013, if applicable, and rules made there- under and in compliance with the applicable guidelines/directions given by the Reserve Bank of India in this regard.

Further, the board has also passed a resolution to this effect in its meeting in compliance to RBI Guidelines/provisions.

11. Auditor'' Report and Auditors

The Auditors, M/s. R. Mahajan & Associates, (Firm Registration No. 011348N) Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have given a certificate that their appointment, if made, will be within the limits under Section 141 of the Companies Act, 2013. Necessary resolution in this regard is proposed at the forthcoming Annul General Meeting. The Board recommends their re-appointment.

The observations of the Auditors and notes on statement of accounts are self-explanatory.

12. Reserve Bank of India''s Directions

During the year under review, your company has duly complied with all the requirements prescribed by the Reserve Bank of India for Non-Banking Financial Companies (NBFCs).

13. Listing

The Equity shares of the company are listed at Bombay Stock Exchange (BSE). The Company voluntarily delisted from the Delhi Stock Exchange w.e.f. 28.04.2014.

14. Management Discussion and Analysis

The Management Discussion and Analysis Report is given separately, forms part of this report.

15. Corporate Governance

Your company has been in full compliance to the requirements of the corporate governance norms and continues to remain committed to maintaining the high standards of corporate governance. A report on Corporate Governance as required under clause 49 of the listing agreement, is given and forms part of this Annual Report. The Auditor''s Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also given.

16. Acknowledgment

Your directors take this opportunity to place their sincere appreciation for significant contribution made by all the employees for their dedication, hard work and commitment towards the success and growth of the Company.

The directors also place their thanks to the company''s bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

Place: New Delhi For on & behalf of the Board Date: 14th August, 2014

Rohit Gupta Ashok Kumar Kathuria Managing Director Director & CFO

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Mar 31, 2012

The Directors take pleasure in presenting the 20th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2012 together with the Auditor's report thereon.

1. Financial Performance

(Rs.in crores)

Particulars Current Previous year ended year ended 31.03.2012 31.03.2011

Total Revenue 231.17 157.89

Profit before Tax 6.13 11.35

Less : Provision for Taxation 2.00 3.24

Add(less): Deferred tax (0.007) (0.001)

Profit After taxes 4.12 8.10

2. Business Operations

The capital market segment, in which your company operates always carries certain amount of risk and in the year under review the Sensex declined 2041 points or 10.49% making it one of the top losers in the world. However, the performance of your company has been reasonable during the year under review and we have earned profit after tax of Rs. 4.12 crores.

3. Transfer to reserves

The Company transferred the profit after tax of Rs. 4.12 crores to the reserves and surplus of the company.

Further the amount received towards the share premium account amounting to Rs.1.05 crores also forms part of the Reserves and surplus.

4. Dividend

Your directors do not recommend any dividend for the year ended 31st March, 2012, for preserving capital for future growth.

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

The Company is not engaged in any activity related to conservation of energy or technology absorption. There were no foreign exchange earnings and outgo during the year under review.

6. Particulars of Employees

No such statement is required to be furnished as no employee was in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1 956 read with Companies (Particulars of Employees) Rules, 1975 (including any amendment thereof)

7. Director's Responsibility Statement

In pursuance to Section 217(2AA) of the Companies Act, 1956 with respect to Director' Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the m a in tenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. that the Directors had prepared the annual accounts for the financial year ending 31st March 2012 on a going concern basis.

8. Directors

In accordance with the provisions of the Companies Act, 1956 and Article 89 of the Articles of Association of the Company, Mr. Ashok Kumar Kathuria, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The necessary resolutions with regard to above are being placed before the shareholders for their approval. The Board recommends his reappointment as Director on the Board of the Company in this Annual General Meeting.

Mr. Rohit Gupta was appointed as Managing Director of the Company on 11th August 2007 for a period of 5 years i.e. upto 10th August 2012. Considering his rich and vast experience, exceptional managerial skills and strong under- standing of capital markets, the Board of directors felt that it would be in the interest of the Company to re-appoint him as Managing Director. Accordingly, the Board of Directors in their meeting held on 13.7.2012, re-appointed him as Managing Director w.e.f. 11th August 2012, subject to approval of the shareholders in the ensuing Annual General Meeting. The necessary resolution with regard to his reappointment is being placed before the shareholders for their approval. The Board recommends his re-appointment as Managing Director on the Board of the Company in this Annual General Meeting.

A brief profile of these directors has been given as Annexure to the Notice of the ensuing Annual General Meeting.

9. Audit Committee

The existing Audit Committee is in full compliance to Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and its role and scope is in compliance to those prescribed by Clause 49 of the Listing Agreement.

10. Public Deposits

The Company has neither invited nor accepted any deposits from the public during the year under review within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if applicable, and rules made there- under. Further the board has also passed a resolution to this effect in its meeting in compliance to RBI Guidelines/provisions.

11. Auditor's Report and Auditors

The Auditors, M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have given a certificate that their appointment, if made, will be within the limits under Section 224(1-B) of the Companies Act, 1956. Necessary resolution in this regard is proposed at the ensuing Annual General Meeting. The Board recommends their re-appointment.

The observations of the Auditors and notes on statement of accounts are self explanatory.

12. Reserve Bank of India's Directions

During the year under review, your company has duly complied with all the requirements prescribed by the Reserve Bank of India for Non-Deposit accepting Banking Financial Companies (NBFCs).

13. Listing

The Equity shares of the company are listed at Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE).

14. Management Discussion and Analysis

The Management Discussion and Analysis Report is given separately and forms part of this report.

15. Corporate Governance

Your company has been in full compliance to the requirements of the corporate governance norms and continues to remain committed to maintaining the high standards of corporate governance. A report on Corporate Governance as required under clause 49 of the listing agreement, is given and forms part of this Annual Report. The Auditor's Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also given.

16. Preferential issue

During the year under review an Extra- Ordinary General Meeting was held on 28th December 2011 wherein the shareholders have given their approval u/s 81(1A) of the Companies Act, 1956 for preferential issue of securities to the promoters.

Pursuant to the aforesaid special resolution of the shareholders, the board of directors in their meeting held on 03rd day of January 2012 has allotted 3,00,000 (Three Lacs) Equity Shares of Rs. 10/- each and 10,00,000 (Ten lacs ) convertible warrants with an entitlement to convert into equal number of Equity Shares of Rs.10/- each of the Company to M/s. Mundra Credit and Investment Private Limited (Promoter) at a price of Rs. 45/- which includes a premium of Rs. 35/- per share. Pursuant to the this allotment of equity shares, the paid-up capital of the company has been increased from Rs.3,38,22,070 to Rs.3,68,22,070.

Further, after the date of the balance- sheet but before the signing of this Report, the board of directors in their meeting held on 10th April 2012 have allotted 6,75,000 (Six lacs seventy five thousand) equity shares out of the total convertible warrants of 10,00,000 (Ten lacs ) to the warrant holder- M/s Mundra Credit and Investment Private Limited (Promoter) at a price of Rs. 45/-which includes a premium of Rs. 35/- per share. Pursuant to this allotment of equity shares, the paidup capital of the company has been increased from Rs. 3,68,22,070 to Rs.4,35,72,070 Till date, the amount raised from the aforesaid preferential issue has been utilized for the objects as specified in the explanatory statement to the notice of the EGM approving the said issue.

17. Acknowledgment

Your directors take this opportunity to place their sincere appreciation for significant contribution made by all the employees for their dedication, hard work and commitment towards the success and growth of the Company.

The directors also place their thanks to the company's bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

For & on behalf of the Board

Rohit Gupta Ashok Kumar Kathuria

Managing Director Director

& CFO

Place: New Delhi

Date : 13th July, 2012

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Mar 31, 2010

The Directors take pleasure in presenting the 18th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2010 together with the Auditors report thereon.

1. Financial Performance

(Rs.in crores)

Particulars Current Previous

year ended year ended 3I.03.20I0 31.03.2009

Total Income 60.58 61.19

Gross Profit 8.15 8.45

Less: Depreciation 0.05 0.03

Profit before Tax 8.15 8.42

Less: provision for Taxation 1.42 (1.03)

Add(less): Deferred tax (2.01) 2.00

Add(less) MAT Credit entitlement 1.86 -

Profit After taxes 6.58 9.39



2. Business Operations

The recessionary conditions world over have witnessed a phase of recovery and although the stock market conditions have improved, volatility and unpredictability still continue to be dominant forces. Your companys business is directly influenced by these stock market conditions and accordingly, we have focused on consolidation throughout the year and still managed to earn a good figure of Rs. 8.15 crores as profit before taxes.

3. Transfer to reserves

The Company transferred the profit after tax of Rs. 6,58,16,282.27 to the reserves & surplus of the company

4. Dividend

In order to preserve its capital, your directors do not recommend any dividend for the year under review

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

The Company is not engaged in any activity related to conservation of energy or technology absorption. During the year under review, there were no foreign exchange earnings and outgo.

6. Particulars of Employees

No employee was in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 & hence, no such statement is required to be furnished.

7. Directors Responsibility Statement

In pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Director* Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. thatthe Directors had prepared the annual accounts for the financial year ending 31st March 2010 on a going concern basis.

8. Directors

In accordance with the provisions of the Companies Act, 1956 and Article 89 of the Articles of Association of the Company, Mr. Ashok Kumar Kathuria and Mr. Kapil Aggarwal, retire by rotation atthe ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The necessary resolutions with regard to above are being placed before the shareholders for their approval. The Board recommends their re-appointment as Directors on the Board of the Company in this Annual General Meeting.

Mr. Anirudha Kumar was appointed as Additional Director of the Company on 1st September 2010 pursuant to Section 260 of the Companies Act, 1956 and Article 80 of the Articles of Association of the Company. He will hold office only upto the date of the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 257 of the Companies Act, 1956 in writing along-with the requisite deposit of Rs. 500/-, proposing him as a candidate for the office of Director of the Company, liable to retire by rotation. Your directors recommends his appointment as Director on the Board of the Company.

9. Audit Committee

The existing Audit Committee is in full compliance to Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and its role and scope is in compliance to those prescribed by Clause 49 of the Listing Agreement.

The composition of Audit Committee as re- constituted by the Board is as given below:

Mr. Kapil Aggarwal -Chairman, Mr. Anirudha Kumar and Mr. Ashok Kumar Kathuria- Members

10. Public Deposits

The Company has neither invited nor accepted any deposits from the public during the year under review within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if applicable, and rules madethere-under.

Further the board has also passed a resolution to this effect in its meeting in compliance to RBI Guidelines/provisions.

11. AuditorReport and Auditors

The Auditors, M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible, offerthemselves for reappointment.

They have given a certificate that their appointment, if made, will be within the limits under Section 224(1-B) of the Companies Act, 1956. Necessary resolution in this regard is proposed at the forthcoming Annul General Meeting. The Board recommends their re- appointment.

The observations of the Auditors and notes on statement of accounts are self-explanatory.

12. Reserve Bank of Indias Directions

The requirements prescribed by the Reserve Bank of India for Non-Banking Financial Companies (NBFCs), are being duly complied with byyour Company.

13. Listing

The Equity shares of the company are listed at Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE).

14. Management Discussion and Analysis

The Management Discussion and Analysis Report is given separately and forms part of this report.

15. Corporate Governance

Your company is committed to maintain the higher standards of corporate governance and has been in full compliance with all the conditions of the Corporate Governance norms. As required under Clause 49 of the Listing Agreement, a report on Corporate Governance is give and forms part of this Annual Report. The Auditors Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also given.

16. Compulsory De-mat

As per SEBI Guidelines, the shares of the Company are required to be compulsorily traded in dematerialized form. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys Equity Shares is INE718F01018.

As on 31st March, 2010, a total of 36,34,280 Equity Shares of the Company, which translates to 90.77% of the Share Capital stand dematerialized.

Members are requested to dematerialize their shares for more convenience.

17. Buy-back of shares

The Company has sought the approval of shareholders by way of postal ballot for buy- back of companys own fully paid-up equity

shares. The company has obtained approval from shareholders for buy-back of a minimum of 2,00,000 equity shares and upto maximum of 6,25,000 Equity Shares, beingwithin the limit of 25% of its total paid up equity capital , at a price not exceeding Rs. 133/- (Rupees one hundred thirty three only) per equity share to be financed out of Companys Free Reserves such that aggregate consideration for the shares to be bought back does not exceed Rs 8,31,25,000/- (Rupees Eight Crores Thirty One Lacs Twenty Five Thousand only) which is within the limit of 25% of the paid up capital and free reserves of the Company as on March 31, 2009.

18. Acknowledgment

Your directors take this opportunity to place their sincere thanks to the companys bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

Further we highly appreciate the dedicated and sincere services rendered by all the employees of the Company at all levels.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company.

For on & behalf of the Board

Rohit Gupta Ashok Kumar Kathuria

Managing Director &CFO Director

Place: New Delhi Date : 1st Sept. 2010