Your Directors have pleasure in presenting the Thirty-fourth (34^th ) Annual Report, together with the Audited
Financial Statement of the Company for the Financial Year ended March 31, 2026 (“FY 2026”).

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of your Company as on March 31, 2026, 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. 2026 is as follows:

I f\ i i r»4- 17 I l/F\ i i nth n a /in n nt ntn V

PERFORMANCE REVIEW

Your Company posted total income and net profit of
' 25702.05 lakh and ' 8611.02 lakh, respectively, for
the financial year ended March 31, 2026 as against
' 21604.31 lakh and ' 7209.27 lakh respectively in the
previous financial year.

Depreciation and Finance Costs

During the year under review, Depreciation was
' 209.70 lakh as compared to ' 172 lakh for the
previous year. Finance costs was ' 8357.16 lakh as
compared to ' 6491.67 lakh for the previous year.

Borrowings

The Total borrowings stood at ' 85416.72 lakh as
on March 31, 2026 as against ' 69295.84 lakh as on
March 31, 2025.

Capital Adequacy Ratio

Your Company's total Capital Adequacy Ratio (CAR)
as on March 31, 2026 stood at 44.74% as compared
to 46.95% as on March 31,2025. The minimum capital
adequacy ratio prescribed by the Reserve Bank of
India is 15%.

DIVIDEND

RBI vide Master Direction - Reserve Bank of India (Non¬
Banking Financial Companies - Prudential Norms
on Declaration of Dividends) Directions, 2025 dated
November 28, 2025, has prescribed the framework
for declaration of dividend by NBFCs.

Accordingly, the Board of Directors of the Company,
at its meeting held on May 26, 2026, has proposed a
final dividend of ' 10/- (Rupees Ten only) per equity
share i.e. 100% (Hundred Percent) on each equity
share of face value of ' 10 (Rupees 10 only) for the
financial year March 31, 2026 subject to approval of
the shareholders at the ensuing 34^th Annual General
Meeting (AGM) of the Company.

This translates to a Dividend Payout Ratio of
26.45% of the profits for the financial year ended
March 31, 2026.

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

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. Your Company has transferred a sum
of ' 1722.20 lakh to its reserve fund.

SHARE CAPITAL

As on March 31, 2026, the Share Capital of the
Company stood at:

CHANGES IN SHARE CAPITAL AND
MEMORANDUM OF ASSOCIATION

During the year under review, the Authorised Capital
of the Company was increased from ' 23,00,00,000
to ' 27,00,00,000 pursuant to resolution passed by
Shareholders at the 33^rd Annual General Meeting of
the Company on September 20, 2025.

The paid-up equity share capital as on March 31,
2026, stood at ' 22,78,26,210.

EMPLOYEE STOCK OPTION SCHEME
(‘ESOS’)

The Company has two Employees Stock Option
Schemes namely CSL Employee Stock Option 2016
and CSL Finance Limited Employee Stock Option
Scheme, 2025 (collectively referred as ”ESOP
Schemes”).

The details of ESOP Schemes have also been disclosed
in Note 48 to the Financial Statements respectively
forming an integral part of this Annual Report.

The ESOP Scheme was formulated and amended in
accordance with the SEBI guidelines and the eligibility
and number of options to be granted to an employee
is determined on the basis of various parameters such
as scale, designation, performance, grades, period
of service, criticality and such other parameters as
may be decided by the Nomination & Remuneration
Committee of the Board from time to time in its sole
discretion.

A certificate from the Secretarial Auditor confirming
that the employee stock option schemes of the
Company are being implemented in accordance
with the applicable regulations and the resolutions
passed by the Members shall be made available for
inspection at the ensuing Annual General Meeting.
The disclosures as required under the applicable
SEBI regulations are available on the website of the
Company https://cslfinance.in/investors. The details of
the scheme along with grant wise details of options
vested, exercised and cancelled have been disclosed

in Note 48 to the Financial Statements forming an
integral part of the Annual Report.

The information pertaining to ESOS in terms of
Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 is given in ‘Annexure-D’.

CREDIT RATING

During F.Y. 2025-26, Credit Rating for the Company
has been A- | Stable from Acuite Ratings & Research.

CORPORATE GOVERNANCE

The Corporate Governance report which forms a
part of Board's Report which states that a detailed
Company's corporate governance practices, is
provided in ‘Annexure-B’, together with the certificate
from the Secretarial Auditors confirming compliance
with the SEBI Listing Regulations.

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.

PUBLIC DEPOSITS

Your Company is a non-deposit taking Company. The
Company has not accepted any fixed deposit during
the FY 2025-26. The Company has passed a Board
resolution for non-acceptance of deposits from public.

RBI GUIDELINES

Reserve Bank of India (“RBI”) granted the Certificate
of Registration to the Company in March 2003
vide Registration No. B-14.00652, to commence
the business of a Non-Banking Financial Institution
without accepting deposits.

The Reserve Bank of India (“RBI”) on November 28,
2025 issued Reserve Bank of India (Non-Banking
Financial Companies - Registration, Exemptions and
Framework for Scale Based Regulation) Directions,
2025 comprising 26 comprehensive Directions in
place of Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation)
Directions, 2023.

Your Company has generally complied with the
requirements prescribed under these Directions and
has proactively aligned with the new framework,
ensuring timely adoption of the mandated policies and
processes, reflecting its commitment to governance,
prudent risk management and sustainable growth.

The Company continues to comply with all applicable
RBI Directions, laws, regulations, guidelines, etc. as
prescribed by RBI from time to time.

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

During the period under review, your Company had
no subsidiary, Joint Ventures or Associate Company.

NUMBER OF MEETINGS OF THE BOARD

During the year, five Board Meetings were convened
and held, the details of which are given in the report
on Corporate Governance, which is forming a part of
this Board Report. The intervening gap between the
said Board Meetings was within the period prescribed
under the Companies Act, 2013 and Listing
Regulations. The details of the Board and Committee
Meetings and the attendance of Directors thereat,
forms part of the Corporate Governance Report,
which is annexed to this Directors' Report.

COMMITTEES OF THE BOARD

Your Company has various Board Level Committees
such as Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility
Committee, Management Committee, Information
Technology Strategy Committee, Committee of
Executives for Monitoring and Follow-up of cases
of frauds and Review Committee for Identification
of Wilful Defaulters. The details of the role and
composition of these Committees, including the
number of meetings held during the financial year
and attendance at these meetings are provided in the
Corporate Governance Section of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

As on March 31,2026, 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, 2026, 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. 2025-26

Cessation

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

b) Directors liable to retire by rotation

Ms. Rachita Gupta, 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 herself for re-appointment.

Brief profile and other relevant details of Ms. Rachita
Gupta, 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.

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.

DIRECTOR E-KYC

Pursuant to the requirement prescribed under
the Companies (Appointment and Qualification of
Directors) Rules, 2014, the Directors with active
Director Identification Number need to file an eForm
DIR-3 KYC annually on the MCA portal verifying
their mobile number and personal e-mail address.
All the Directors of the Company have complied
with the KYC registration on the MCA portal for the
FY 2025-26.

TRANSACTIONS WITH RELATED PARTIES

The Company has adopted a policy on related
party transactions for the purpose of identification,
monitoring and approving of such transactions. The
Related Party Policy is available on website of the
Company at https://cslfinance.in/investors#codes-
policies.

During the year, your Company has not entered into
any transactions with Related Parties which are not
in the ordinary course of its business or not on an
arm's length basis and which require disclosure in this
Report in terms of the provisions of Section 188(1) of
the Companies Act, 2013. In view of the above, it is not
required to provide the specific disclosure of related
party transaction in e-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:

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 athttps://cslfinance.in/
investors#codes-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 31,2026, 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 POLICY

In accordance with the provisions of section 134 (3)(e)
of the Companies Act, 2013 read with the provisions
of Section 178(3) and 178(4) and Regulation 19
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company
has adopted the policy on appointment of Directors
and Senior Management and succession planning
for orderly succession to the Board and the Senior
Management, which inter - alia includes the criteria
for determining qualifications, positive attributes and
independence of Directors. Your company has also

adopted the policy on remuneration of Directors, Key
Managerial Personnel and Employees in accordance
with the provisions of section 178(3) and 178(4). The
Policy is available on the Company's website https://
cslfinance.in/investors#codes-policies.

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 athttps://cslfinance.in/
investors#codes-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.

The details of Complaints for F.Y. 2025-26
are:

MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable
provisions of Maternity Benefit Act, 1961 for female
employees of the Company with respect to leaves
and maternity benefits.

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 athttps://cslfinance.in/
investors#codes-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
SENIOR MANAGEMENT

The Company has adopted a Code of Conduct for its
Directors and Senior Management. The said Codes
can be accessed on the Company's website at https://
cslfinance.in/investors#codes-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.

AUDITORS & THEIR REPORT
Statutory Auditors:

The Members of the Company at the 33^rd Annual
General Meeting held on September 20, 2025 had
appointed 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 33^rd AGM until the conclusion of the
36^th AGM (i.e., for FY 2025-26 to FY 2027-28).

There have been no qualifications, reservations or
adverse remarks given by the Statutory Auditors in
their Report for the year under review.

Secretarial Auditors:

The members of the Company at the 33^rd Annual
General Meeting held on September 20, 2025 had
appointed Ms. Jasvinder Kaur (Cop: 7700), Proprietor
of M/s. Jasvinder Kaur & Co., Practicing Company
Secretary to conduct the Secretarial Audit of the
Company to hold office from 33^rd AGM held in the
financial year 2025 till the conclusion of 38^th AGM to
be held in the Financial year 2030. In accordance with
the provisions of Section 204(1), the Secretarial Audit
Report for the financial year 2025-26 is appended
to this report as 'Annexure-B'. The same does not
contain any adverse remark or disclaimer.

The Secretarial Auditor's Report for the financial
year ended March 31, 2026, does not contain any
qualification, reservation or adverse remark requiring
any explanations/comments by the Board of Directors.

Internal Auditors:

The Board had re-appointed M/s. R. Mahajan &
Associates (FRN: 01l348N), Chartered Accountants,
Delhi, as the Internal Auditors of the Company for
the Financial Year 2025-26 at its meeting held on
May 23, 2025.

However, pursuant to the Reserve Bank of India (Non¬
Banking Financial Companies - Managing Risks in
Outsourcing) Directions, 2025, Mr. Ayussh Mittal
was appointed as President - Internal Audit (Head

of Internal Audit) of the Company with effect from
February 13, 2026, to oversee and carry out the Internal
Audit function in consultation with M/s. R. Mahajan &
Associates (FRN: 011348N), Chartered Accountants,
Delhi, covering various operational areas of the
Company.

Subsequently, M/s. R. Mahajan & Associates stepped
down as the Internal Auditors of the Company and
continued to provide services in the capacity of
Consultants.

The Internal Audit report is submitted every quarter
before the Audit Committee by the Internal Auditors.

COST RECORDS AND COST AUDITORS

The provisions relating to the Cost Audit and Records
as prescribed under the Section 148 of the Act, are
not applicable to the Company.

REPORTING OF FRAUDS BY THE AUDITORS
TO THE COMPANY

During the year under review, the Auditors have not
reported any instance of fraud to the Audit Committee
and Board as per provisions of the Section 143(12) of
the Companies Act, 2013.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and
Section 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available
on the Company's website athttps://cslfinance.in/
investors#sebi-disclosures.

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)

Corporate Social Responsibility (CSR) stands as an
important facet of the business philosophy of the
Company. Far beyond being a charitable addendum,
CSR is intertwined with the organisational ethos. The
Company recognizes that true success is intrinsically
linked to the prosperity and wellbeing of the
communities we serve. The Company's commitment
is to foster a mutually beneficial relationship where
progress, empowerment, and opportunity ripple into
the lives of thousands, catalyzing both community
upliftment and Company growth.

The Company carries out its CSR Initiative through
its own implementing agency-CSL Foundation
established in 2021.The vision of the Company
is to strengthen communities by empowering
disadvantaged children and women through
education, skill development, and healthcare
awareness. Every initiative under the Foundation is
tailored to address pressing societal needs, especially

gaps in basic education, women's empowerment, and
access to quality healthcare.

The CSR initiatives of the Company are guided by its
CSR Policy and are in alignment with the provisions of
Section 135 of the Companies Act, 2013.

During the year under review, the Company has
complied with the applicable provisions relating to
CSR under the Companies Act, 2013. The Company
continues to focus on undertaking meaningful
CSR activities in identified areas, with an emphasis
on contributing towards social and economic
development.

The brief outline of CSR Policy, the composition of the
CSR Committee, average net profits of the Company
for the past three financial years, prescribed CSR
expenditure and details of amount spent on CSR
activities during the financial year have been disclosed
in the 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.
Further, the Corporate Social Responsibility Policy
of the Company as approved by the Board has been
hosted on the website of the Company at https://
cslfinance.in/investors#codes-policies.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the meeting of
Independent directors was held on March 23, 2026,
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.

VIGIL MECHANISM/WHISTLE BLOWER
POLICY

Adequate vigil mechanism for Directors and
Employees to report their genuine concerns about
unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct is in place
and the same have been disclosed on the website of
the Company https://cslfinance.in/investors#codes-
policies. No complaints under the whistle blower
policy were received during the Financial Year
2025-26.

PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION, EXPENDITURE
ON RESEARCH

Being a Non-Banking Finance Company and not
involved in any industrial or manufacturing activities,
the Company's activities involve low energy
consumption and has no particulars to report
regarding conservation of energy, technology and
absorption.

INTERNAL FINANCIAL CONTROLS

Your Company has laid down set of standards,
processes and structure which enables to implement
Internal Financial controls across the organisation
with reference to Financial Statements and that such
controls are adequate and operating effectively.
During the year under review, no material or serious
deviation has been observed for inefficiency or
inadequacy of such controls.

COMPLIANCE MANAGEMENT

The Company has in place a comprehensive and
robust regulatory compliance management tool,
which is devised to ensure compliance with all
applicable laws and regulations which impact the
Company's business. Automated alerts are sent to
compliance owners to ensure adherence within
stipulated timelines. This measure helps keep on
track and avoid any penalties or other enforcement
actions that could arise from non-compliance. The
compliance owners certify the compliance status
which is reviewed by compliance approvers and a
consolidated dashboard is presented to the respective
functional heads and Compliance Officer. A certificate
of compliance with all applicable laws and regulations
along with the corrective and preventive action, if any,
is placed before the Audit Committee and Board of
Directors on a quarterly basis.

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

Pursuant to the applicable provisions of the Act read
with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed
dividends are required to be transferred by the
Company to IEPF, after the completion of seven years.
Further, according to the IEPF Rules, the shares on
which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more
shall also be transferred to IEPF. During the year under
review, dividend amount of ' 277482.00 remaining
unclaimed for consecutive seven (7) years from the
date of its transfer to the Unpaid Dividend Account of
the Company has been transferred to IEPF Authority.
During the year under review, there 1636 equity shares
due to be transferred to the IEPF Authority pursuant to
IEPF Rules.

Any claimant of dividend transferred above shall be
entitled to claim the dividend from Investor Education
and Protection Fund (IEPF) in accordance with such
rules, procedure and submission of documents as
prescribed. No claim shall lie in respect thereof with
the Company.

PARTICULARS OF EMPLOYEES

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
FY. 2026-37 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 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 Board takes 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

Place: Noida (Managing Director) (Director)

Date: 12.08.2026 DIN: 00045077 DIN: 01010305