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:

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:

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:

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:

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.

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

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.