CSL Finance Ltd Directors Report

Dear Members,

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 Companys Financial Performance for the F.Y. 2025 is as follows:

(Amount in Lakhs)

	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 Companys 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 (NonBanking 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 Companys 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 Kumar*	00084495	Independent Director
Ms. Alaktika Banerjee*	11006663	Independent Director
Mr. Naresh Chandra Varshney	00838363	Chief Financial Officer
Ms. Preeti Gupta	-	Company Secretary & Compliance Officer

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

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 NonExecutive 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 Companys 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 Directors 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 arms 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.

DIRECTORS 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 Companys 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

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 Companys 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 NonBanking 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 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:

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 202425 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 Companys 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 doesnt 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 Companys 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 onetime 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
Date: 12.08.2025 Place: Noida	Rohit Gupta (Managing Director) DIN: 00045077	Ashok Kumar Kathuria (Director) DIN: 01010305