Directors Report of Capital India Finance Ltd.

Mar 31, 2025

Your Board of Directors (“Board") is pleased to present the 31^st Annual Report of the Company, along with the Audited Financial
Statements (Standalone and Consolidated) for the financial year ended March 31,2025 (“FY 2024-25" or “period under review").
This report provides an overview of the Company''s operational and financial performance during the year, including key
developments, and governance practices.

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

1. FINANCIAL HIGHLIGHTS (INR in Lakhs)

	Consolidated		Standalone
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Total Income	61,870.71	68,800.53	18,445.32	19,466.34
Less: Total Expenditure	62,759.76	69,702.69	17,157.02	16,721.78
Profit/(Loss) before tax	(889.05)	129.29	1,288.30	2,744.56
Less: Tax Expense	133.40	772.74	110.20	734.29
Profit/(Loss) for the year (Owners of the Company)	154.76	1,164.78	1,178.10	2,010.27
Other Comprehensive Income (Owners of the Company)	40.63	(46.14)	8.65	(40.99)
Total Comprehensive Income for the year (Owners of the Company)	195.39	1,118.64	1,186.75	1,969.28
Add: Balance brought forward from previous year Less: Appropriations:	(2,587.98)	(3,412.61)	8,197.00	6,700.29
• Transfer to Special Reserve under Section 45- IC of the RBI Act, 1934	291.27	426.80	235.62	402.05
• Dividend on equity shares	77.73	77.73	77.73	77.73
• Other Addition/ Deductions during the year	(433.29)	(210.51)	(63.98)	(7.21)
• Surplus in the Statement of Profit/(Loss)	(2,328.30)	(2,587.98)	9,134.38	8,197.00

2. STATE OF COMPANY''S AFFAIRS

The Company is registered with the Reserve Bank of India
(“RBI") as a Non-Banking Financial Company (“NBFC")
not accepting public deposits. It holds a Certificate of
Registration dated March 24, 1998, issued by the RBI under
Section 45-IA of the Reserve Bank of India Act, 1934 (“RBI
Act"). The Company is primarily engaged in providing
financial services to the Retail and Small and Medium
Enterprises (SME) sectors.

The Company is also registered with the RBI as an
Authorised Dealer and holds an Authorised Dealer
Category-II License, permitting it to undertake specified
foreign exchange services. Additionally, the Company has
received authorisation to conduct inward cross-border
money transfer activities in India under the Money
Transfer Service Scheme (MTSS), through a tie-up
arrangement with Western Union Financial Services Inc.
(Overseas Principal).

During the period under review, on standalone basis,
the Company''s total income was INR 18,445.32 Lakhs as
compared to INR 19,466.34 Lakhs during the previous
financial year and the Company has earned a Profit before
tax of INR 1,288.30 Lakhs as compared to the Profit before
tax of INR 2,744.56 Lakhs during the previous financial year.

On consolidated basis, the Company''s total income was
INR 61,870.71 Lakhs as compared to INR 68,800.53 Lakhs
during the previous financial year and the Company
has incurred a Loss before Tax of INR (889.05) Lakhs as
compared to the Profit before Tax of INR 129.29 Lakhs
earned during the previous financial year.

The Financial Statements, both on Standalone and
Consolidated basis forms part of this Annual Report.

RESERVES

For the financial year ended on March 31,2025, an amount
of INR 235.62 Lakhs was transferred to Special Reserve
Account in terms of Section 45-IC of the RBI Act.

The amounts proposed to be transferred to the other
reserves, viz. general reserve, statutory reserve, ESOP
reserve are mentioned in financial statements.

4. SHARE CAPITAL

During the period under review, the following changes
have been made to the capital structure of the Company:

> Stock Split: Each equity share of the Company having
a face value of INR 10 (Indian Rupees Ten only) was
sub-divided/ split into 5 (five) equity shares having a
face value of INR 2 (Indian Rupees Two only) each.

> Allotment under ESOP: The Company has allotted
equity shares to the employees who exercised their
stock options granted and vested under the CIFL
Employee Stock Option Plan 2018.

As on March 31,2025, the capital structure of the Company
stands as follows:

Particulars	Details
Authorised Share Capital	INR 214,00,00,000 (Indian Rupees Two Hundred and Fourteen Crores only) divided into 102,00,00,000 (One Hundred and Two Crore) Equity Shares having face value of INR 2 (Indian Rupees Two only) each and 1,00,00,000 (One Crore) Preference Shares having face value of INR 10 (Indian Rupees Ten only) each
Paid-up Share Capital	INR 77,82,63,788 (Indian Rupees Seventy Seven Crores Eighty Two Lakhs Sixty Three Thousand Seven Hundred and Eighty Eight only) divided into 38,91,31,894 (Thirty Eight Crore Ninety One Lakhs Thirty One Thousand Eight Hundred and Ninety Four) fully paid-up Equity Shares having face value of INR 2 (Indian Rupees Two only) each

5. NON-CONVERTIBLE DEBENTURES

During the period under review, the Company has not
issued/allotted any new debentures.

As on March 31,2025, the Company does not have any
outstanding NCDs.

6. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business
activity of the Company during the period under review.

7. CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the period under review, the Company has shifted
its registered office from 2^nd Floor, DLF Centre, Sansad
Marg, New Delhi - 110001 to 701, 7^th Floor, Aggarwal
Corporate Tower, Plot No. 23, District Centre, Rajendra
Place, New Delhi - 110008, effective from July 01,2024.

8. LISTING OF EQUITY SHARES

Subsequent to the closure of the financial year 2024-25,
the Equity Shares of the Company were listed on the

National Stock Exchange of India Limited (“NSE"), with
effect from April 17, 2025.

As a result, the Company''s Equity Shares are now listed
and actively traded on both the BSE Limited (“BSE") and
the NSE, enhancing market accessibility and shareholder
participation.

The Annual Listing Fee for the Financial Year 2024-25 has
been duly paid to BSE Limited.

9. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE

OR ASSOCIATE COMPANY(IES)

> Holding Company

Capital India Corp Private Limited, holding 72.95% of the
paid-up share capital of the Company, continues to be the
holding and promoter entity of your Company.

> Subsidiary Company

As on March 31, 2025, the Company has the following
subsidiaries:

S. No.	Name of Subsidiary	Percentage (%) of Shareholding
1.	Capital India Home Loans Limited	99.82
2.	Rapipay Fintech Private Limited	52.50
3.	Capital India Asset Management Private Limited	100.00
4.	NYE Investech Private Limited*	52.50
5.	NYE Insurance Broking Private Limited*	52.50

*Step-down Subsidiary through Rapipay Fintech Private Limited

> Joint Venture / Associate Company

The Company does not have any associate or joint venture

during the period under review.

Notes:

• As required under Rule 8 (1) of the Companies
(Accounts) Rules, 2014, the Board''s Report has been
prepared on Standalone Financial Statements basis.
A report on the performance and financial position
of each of the Company''s Subsidiary as per Section
129(3) of the Companies Act, 2013 (“Act"), read
with the Companies (Accounts) Rules, 2014, in the
prescribed form AOC-1 is attached as Annexure I to
the Board''s Report.

• As required under Regulation 16(1)(c) and 46
of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as “Listing
Regulations"), the Board has approved and adopted
the Policy for determining Material Subsidiaries.
The Policy is available on the Company''s website
at https://www.capitalindia.com/wp-content/
uploads/2025/07/Policy-for-determining-Material-
Subsidiaries.pdf. Also, details of the Material
Subsidiary(ies) are given in the Corporate Governance

Report which is annexed to and forms an integral part
of this Board''s Report.

• The standalone audited financial statements of each
of the subsidiary of the Company are available on the
Company''s website at https://capitalindia.com under
the “Investors" tab. Members interested in obtaining
a copy of financial statements of the subsidiaries may
write to the Company at [email protected].

• The Annual Report of the Company, containing
Financial Statements, will be placed on the website
of the Company at https://capitalindia.com under the
“Investors" tab.

10. DIVIDEND DISTRIBUTION POLICY

Your Company has adopted a Dividend Distribution Policy,
which outlines the key parameters and circumstances to
be considered by the Board of Directors while determining
the declaration of dividend and/or the retention of profits.
This Policy ensures a balanced approach to rewarding
shareholders while supporting the Company''s long-term
growth objectives.

The Dividend Distribution Policy is available on the
Company''s website at https://www.capitalindia.com/
wp-content/uploads/2025/07/Dividend-Distribution-
Policy.pdf under the “Investors" tab.

11. DIVIDEND

In line with the Dividend Distribution Policy of the
Company, your Directors are pleased to recommend a final
dividend of INR 0.02 (Indian Rupee Two Paisa only) per
equity share having face value of INR 2 (Indian Rupees Two
only) each, for the FY 2024-25, payable to shareholders
of the Company whose names appear in the Register of
Member as on the Record Date i.e. September 19, 2025.

12. INTERNAL CONTROL SYSTEM AND INTERNAL
FINANCIAL CONTROLS

The Company has in place an adequate Internal Financial
Control System with reference to the financial statements
and Internal Control System, commensurate with the size,
scale and complexity of its operations.

The Directors have laid down Internal Financial Control
procedures to be followed by the Company which ensures
compliance with various policies, practices and statutes,
keeping in view the organization''s pace of growth and
increasing complexity of operations for orderly and
efficient conduct of its business.

The Audit Committee of the Board is vested with the
powers to evaluate the adequacy and effectiveness of the
Internal Financial Control system of the Company, thereby
ensuring that:

1. Systems have been established to ensure that all the
transactions are executed in accordance with the
management''s general and specific authorization.

2. Systems and procedures exist to ensure that all the
transactions are recorded so as to permit preparation
of Financial Statements in conformity with the
Generally Accepted Accounting Principles (GAAP) or
any other criteria applicable to such Statements, and
to maintain accountability for effective and timely
preparation of reliable financial information.

3. Access to assets is permitted only with the
management''s general and specific authorization.
No assets of the Company are allowed to be used
for personal purposes, except in accordance with
the terms of employment or except as specifically
permitted.

4. The existing assets of the Company are verified /
checked at reasonable intervals and appropriate
action is taken with respect to differences, if any.

5. Appropriate systems are in place for prevention
and detection of frauds and errors and for ensuring
adherence to the Company''s various policies as
listed on the website of the Company and otherwise
disseminated internally.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is governed by the relevant
provisions of the Act and the rules made thereunder, the
Listing Regulations, the Articles of Association of the
Company, and all other applicable laws. It is structured to
comply with, and reflect, the best practices of corporate
governance prevailing from time to time.

i. Board of Directors

The Company aims for an appropriate mix of Executive,
Non-Executive and Independent Directors to maintain
the effectiveness of the Board and separate its functions
of governance and management. As on March 31, 2025,
the Board of the Company consists of the following 6 (Six)
directors:

S. No.	Name	DIN	Designation
1.	Mr. Vinod Somani	00327231	Non-Executive Chairman (Independent)
2.	Mr. Keshav Porwal	06706341	Managing Director
3.	Mr. Yogendra Pal Singh	08347484	Independent Director
4.	General Dalbir Singh Suhag (Retd.)	10742056	Independent Director
5.	Ms. Rashmi Fauzdar	07599221	Independent Woman Director
6.	Ms. Jyuthika Mahendra Jivani	10558392	Independent Woman Director

ii. Fit and Proper Criteria

Based on the declarations received from the Directors of
the Company as of March 31,2025, and as recorded by

the Board, none of the Directors were disqualified from
holding office under Section 164(2) of the Act.

All Directors comply with the Fit and Proper Criteria
prescribed under the Master Direction - Reserve Bank
of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 (“Master Directions")
issued by the RBI, and have submitted their respective
declarations in this regard

Further, none of the Directors are disqualified under any
provisions of Section 164 of the Act. All Directors have
made the necessary disclosures as required under Section
184 and other applicable provisions of the Act.

Details including the brief resumes and other relevant
information of the Directors proposed to be appointed or
re-appointed at the forthcoming Annual General Meeting
("AGM"), as stipulated under the Secretarial Standard-2
issued by the Institute of Company Secretaries of India
and Regulation 36 of the Listing Regulations, are provided
separately in the Notice convening the AGM.

iii. Changes in Directors

During the period under review, the following changes
took place in the directorships of the Company:

a. The shareholders of the Company through resolution
passed by way of Postal Ballot on June 14, 2024, have
approved the appointment of Ms. Jyuthika Mahendra
Jivani (DIN: 10558392) as an Independent Woman
Director of the Company for a period of 5 (Five)
consecutive years w.e.f. March 20, 2024.

b. General Dalbir Singh Suhag (Retd.) (DIN: 10742056)
was appointed as an Additional Independent
Director of the Company w.e.f. August 13, 2024.
Further, the members at the 30^th AGM held on
September 26, 2024, have approved his appointment
as an Independent Director of the Company, for a
term of 5 (Five) consecutive years commencing from
the said date.

c. Mr. Subhash Chander Kalia (DIN: 00075644) ceased
to be associated as an Independent Director of the
Company w.e.f. February 20, 2025.

Except for the changes highlighted above, there
were no other changes in the composition of the
Board of Directors of the Company during the period
under review.

iv. Declaration of Independence

The Company has received necessary declarations
from all its Independent Directors confirming that they
meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16 of the Listing
Regulations. Further, in compliance with Rule 6(1) & (2)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all Independent Directors have

submitted declarations regarding their online registration
with the Indian Institute of Corporate Affairs (IICA) for
inclusion or renewal of their names in the databank of
Independent Directors.

The Board is of the opinion that the Independent Directors
of the Company possess the requisite qualifications,
experience, and expertise, uphold the highest standards
of integrity, and maintain independence from the
Management of the Company.

During the period under review, the Independent
Directors of the Company had no pecuniary relationship or
transactions with the Company, other than the sitting fees
and reimbursement of expenses incurred for attending
the meetings of Board and its Committees.

v. Statement regarding the opinion of the Board
with regard to integrity, expertise and experience
(including proficiency) of the Independent Directors
appointed during the year

With respect to the integrity, expertise and experience
(including proficiency) of the Independent Director(s)
during the FY 2024-25, the Board of Directors have taken
on record the declarations and confirmations submitted
by the Independent Director(s). The Board is of the opinion
that all the Independent Directors are persons of integrity,
possessing the relevant expertise and experience and their
continued association as Directors will be of immense
benefit and in the best interest of the Company.

vi. Directors and Officers (D&O) Liability Insurance

Your Company has an Insurance for its Directors/Officers
for such quantum and risks as determined by the Board of
the Company.

vii. Retirement by Rotation

In accordance with the provisions of the Act read with the
rules made thereunder and the Articles of Association of
the Company, Mr. Keshav Porwal, Managing Director of
the Company, is liable to retire by rotation at the ensuing
AGM and being eligible has offered his candidature for
re-appointment as a Director of the Company.

viii. Key Managerial Personnel (KMP)

As on the date of this Report, the Company has the
following KMPs in accordance with the provisions of the
Act read with the rules made thereunder:

Mr. Keshav Porwal : Managing Director

Mr. Pinank Jayant Shah : Chief Executive Officer
Mr. Vikas Srivastava : Chief Financial Officer

Mr. Sulabh Kaushal : Chief Compliance Officer

& Company Secretary
During the period under review:

- Mr. Rachit Malhotra ceased to be associated
with the Company as Chief Compliance Officer &

Company Secretary w.e.f. June 28, 2024 (close of the
business hours).

- Mr. Sulabh Kaushal was appointed as the Chief
Compliance Officer & Company Secretary of the
Company with effect from August 13, 2024.

ix. Board Meetings

During the period under review, Six (6) Board meetings
were convened. Details regarding the composition of
the Board, the meetings held during the year, and the
attendance of each Director are provided in the Corporate
Governance Report, which forms an integral part of
this Annual Report. The intervals between consecutive
meetings were within the limits prescribed under the Act
and the applicable rules.

x. Committees of the Board

a. Statutory Committees

In accordance with the applicable provisions of
the Act, the Listing Regulations, and the RBI Master
Directions and guidelines, the Board has constituted
the following Statutory Committees:

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Investment Committee

vii. Asset-Liability Committee

viii. IT Strategy Committee

ix. Write-off & Settlement Committee

x. Review Committee

xi. IT Steering Committee

xii. Information Security Committee

xiii. Product Evaluation Committee

xiv. Identification Committee

b. Non-Statutory Committees

The Company has also constituted the following
Non-Statutory Committees to oversee its day-to-day
operations:

i. Credit Committee

ii. Management Committee

iii. Securities Issuance Committee

xi. Separate Meeting of Independent Directors

In compliance with the provisions of Schedule IV to the
Act read with Regulation 25 of the Listing Regulations,
the Independent Directors convened a meeting on
March 26, 2025, during FY 2024-25. This meeting
was held without the presence of Non-Independent

Directors or members of the management team and
inter alia reviewed the following:

a) The performance of Non-Independent Directors
and the Board as a whole;

b) The performance of the Chairman of the Board,
taking into account the views of Executive and
Non-Executive Directors; and

c) The quality, quantity and timeliness of flow of
information between the Company''s management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

14. POLICIES GOVERNING THE APPOINTMENT AND
REMUNERATION OF THE DIRECTORS, EXECUTIVES
AND EMPLOYEES

The Nomination & Remuneration Committee (“NRC")
has been constituted to undertake the functions in
accordance with the provisions of Section 178 of the Act
and Regulation 19 of the Listing Regulations as amended
from time to time.

In accordance with the provisions of the Act and the Listing
Regulations, the Board has adopted a Policy on Diversity
of the Board of Directors and a Policy on Compensation
of Directors, Executives and other Employees.

The purpose of this Policy is to establish and govern
the procedure as applicable inter-alia in respect to the
following:

a) the level and composition of remuneration which
is reasonable and sufficient to attract, retain and
motivate Directors, Executives and Other Employees of
the quality required to run the Company successfully;

b) relationship of remuneration to performance is clear
and meets appropriate performance benchmarks;

c) remuneration to Directors, Executives and Other
Employees involves a balance between fixed
and variable pay reflecting short and long-term
performance objectives appropriate to the working
of the Company and its goals which will address
issues arising out of excessive risk taking caused by
misaligned compensation packages;

d) the compensation levels are supported by the need
to retain earnings of the Company and the needs to
maintain adequate capital based on internal capital
adequacy assessment process; and

e) to enable the Company to provide a well-balanced
and performance- related compensation package,
taking into account shareholder interests, industry
standards and relevant Indian corporate regulations.

NRC develops the competency requirements of the
Board based on the industry and strategy of the
Company, conducts a gap analysis and recommends the
reconstitution of the Board, as and when required. It also
recommends to the Board the appointment of Directors

having good personal and professional reputation and
conducts reference checks and due diligence, before
recommending them to the Board. Besides the above,
NRC ensures that the new Directors are familiarized with
the operations of the Company and endeavors to provide
relevant training to the Directors.

The detailed Policy on Compensation of Directors,
Executives and other Employees is available on the
website of the Company at www.capitalindia.com.

The Company has also formulated a Fit and Proper Criteria
Policy for inter-alia determining the qualification, technical
expertise, positive attributes, integrity and independence
of the Directors. The Company has received declarations
from all the Directors of the Company that they meet the
criteria laid down in the Fit and Proper Criteria Policy and
the applicable provisions of the Master Directions issued
by the RBI in this regard.

15. REMUNERATION OF THE DIRECTORS AND EMPLOYEES

Disclosure with respect to the ratio of remuneration of each
of the Director to the median employee''s remuneration as
required under the provisions of Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms
part of this report as Annexure II.

Details as required under Section 197(12) of the Act, read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, with respect to information of employees of the
Company will be provided upon request by a Member.
In terms of the provisions of Section 136(1) of the Act,
the Annual Report is being sent to all the Members of the
Company whose email address(es) are registered with the
Company/ Depository Participants via electronic mode,
excluding the aforesaid Annexure which shall be made
available for inspection by the Members via electronic
mode. If any Member is interested in obtaining a copy
thereof, the Member may write to the Company at its
Registered Office in this regard or send an email to
[email protected].

16. PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

As required under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has a Policy on Prevention of
sexual harassment of women at workplace and matters
connected therewith and has also complied with
the provisions relating to the constitution of Internal
Complaint Committee ("ICC"). It is our constant endeavor
to ensure that we provide harassment free, safe and secure
working environment to all employees especially women.

During the period under review, there was no case of
sexual harassment reported by the Company.

17. POLICY ON PERFORMANCE EVALUATION OF THE
DIRECTORS, BOARD AND ITS COMMITTEES

NRC has devised a policy for the performance evaluation
of the Independent Directors, Board, its Committees and
the other Directors and has laid down the performance
evaluation and assessment criteria/parameters.
The Independent Directors in terms of Schedule IV to
the Act and the provisions of the Listing Regulations,
at its separate meeting, evaluated the performance of
the Chairman, Non-Independent Directors, the Board
as a whole and the flow of information between the
management and the Board.

NRC has carried out the performance evaluation of each of
the Directors, without the presence of the Director being
evaluated and the Board carried out a formal evaluation
of its own performance and the Board Committees.
The Board of Directors has expressed their satisfaction
with the evaluation process.

The criteria/parameters laid down for the evaluation of
performance of the Independent Directors is provided
in the Corporate Governance report, forming part of this
Annual Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis Report is
forming a part of this Annual Report.

19. DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring
compliance with the provisions of Section 134(3)(c)
read with Section 134(5) of the Act in preparation of
the Financial Statements for the financial year ended on
March 31, 2025 and state:

a. that in the preparation of Annual Accounts for
the Financial Year ended as at March 31, 2025,
the applicable Accounting Standards have been
followed along with the proper explanation relating
to the material departures;

b. that the Directors have selected such Accounting
Policies and applied them consistently and made
judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the Financial Year
ended as at March 31, 2025, and of the profit and
loss of the Company for the Financial Year ended on
March 31,2025;

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

d. that the Directors have prepared the annual accounts
on a going concern basis;

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

f. that there is a proper system to ensure compliance
with the provisions of all applicable laws and
that such systems were adequate and operating
effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory and
secretarial auditors and external consultants, including
audit of internal financial controls over financial reporting
by the statutory auditors, and the reviews performed
by management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion
that the Company''s internal financial controls were
adequate and effective during the period under review.

20. PUBLIC DEPOSITS

The Company did not accept any public deposits during
the period under review. Accordingly, the disclosures
required under the Act, the rules framed thereunder, and
the applicable provisions of the RBI''s Master Directions
on NBFC relating to public deposits are not applicable to
the Company.

21. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loans, guarantees and investments covered under Section
186 of the Act forms part of the Notes to the Financial
Statements provided in this Annual Report.

22. AUDITORS

a) STATUTORY AUDITORS

In compliance with the relevant provisions of the Act read
with the rules made thereunder and the circular no. DoS.
CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021
issued by the Reserve Bank of India and the related FAQs
issued thereafter and based on the recommendation of
the Board of Directors, the members in their 30^th AGM
appointed V. Sankar Aiyar & Co., Chartered Accountants
(Firm Registration no. 109208W) as Statutory Auditors
of the Company for a period of 3 (three) consecutive
years, to hold the office of the Statutory Auditors from
the conclusion of the 30^th AGM until the conclusion of
the 33^rd AGM.

V. Sankar Aiyar & Co. has conducted the Statutory Audit for
the period ended on March 31,2025. The report submitted
by the Statutory Auditors on the Financial Statements of
the Company forms part of this Annual Report. There have
been no qualifications, reservations or adverse remarks or
disclaimers given by the Statutory Auditors in their report.

b) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A of the Listing Regulations, the Board had appointed
Arun Gupta & Associates, Company Secretaries, as the
Secretarial Auditors of the Company to undertake the
Secretarial Audit for the financial year 2024-25.

The Secretarial Auditors have submitted their report
in Form MR-3, which forms part of this Annual Report.
There are no observations, reservations or adverse remarks
in the Secretarial Audit Report.

Pursuant to Regulation 24A of the Listing Regulations,
every listed company shall annex with its annual report
the Secretarial Audit Report of its material subsidiaries
incorporated in India. In compliance with the said
requirement, the Secretarial Audit Report(s) of Capital
India Home Loans Limited and Rapipay Fintech Private
Limited, the material subsidiaries of the Company, for the
financial year 2024-25 forms part of this Annual Report.

c) INTERNAL AUDITORS

The Board had appointed KKC & Associates LLP, Chartered
Accountants, as the Internal Auditors to undertake internal
audit of the Company for the financial year 2024-25 in
terms of the provisions of Section 138 of the Act and the
rules made thereunder.

23. COST RECORDS

The provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, are not
applicable on the Company for the period under review.

24. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section
134 of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company as on March 31,2025, will
be available on the website of the Company at https://
www.capitalindia.com.

25. CORPORATE GOVERNANCE REPORT

It has always been the Company''s endeavor to excel better
Corporate Governance through fair and transparent
practices. The Company has put in place an efficient
and effective system to ensure proper compliance with
statutory regulatory provisions. The Company understands
and respects its fiduciary role and responsibility towards
its stakeholder and society at large.

The report on Corporate Governance in accordance
with Regulation 34 read with Schedule V to the Listing
Regulations and Master Directions is presented in a
separate section, forming part of this Annual Report.

A certificate from Arun Gupta & Associates, Company
Secretaries confirming compliance to the conditions
of Corporate Governance as stipulated under Para E of

Schedule V to the Listing Regulations is enclosed to the
Corporate Governance Report.

26. RELATED PARTY TRANSACTIONS

During the period under review, the contracts /
arrangements / transactions entered into by the Company
with the related parties were on arm''s length basis and
in the ordinary course of business, and wherever not,
the transaction has been duly approved by the Board.
Also, the Company had not entered into any contract /
arrangement / transaction with related parties which could
be considered material in accordance with the policy of
the Company on materiality of related party transactions.
Accordingly, the particulars of the transactions as
prescribed in Form AOC - 2 of the rules prescribed under
Chapter IX relating to Accounts of Companies under the
Act, are not required to be disclosed.

All the related party transactions entered are disclosed in
Note 35 of Financial Statements of the Company forming
part of this Annual Report.

In terms of Section 188 of the Act, read with the rules
framed thereunder and Regulation 23 of the Listing
Regulations, your Company has in place a Policy on
Related Party Transactions for dealing with related
party transactions. The policy is placed on the website
of the Company at https://www.capitalindia.com/
wp-content/uploads/2025/02/Policy-On-Related-Party-
Transactions.pdf.

27. CODE OF CONDUCT

The Board has approved a Code of Conduct for Board of
Directors and Senior Management Personnel which has
been placed on the website of the Company at https://
www.capitalindia.com/wp-content/uploads/2025/07/
Code-of-Conduct-for-Board-of-Directors-and-
Senior-Management-Personnel.pdf.

The Code of Conduct lays down the standard procedure of
business conduct which is expected to be followed by the
Directors and the designated employees in their business
dealings and in particular on matters relating to integrity
in the workplace, in business practices and in dealing with
stakeholders. All the members of the Board and the Senior
Management Personnel have confirmed compliance with
the Code of Conduct.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business
activities and accordingly, pursuant to the provisions of
Section 177(9) & (10) of the Act read with the rules made
thereunder and pursuant to the provision of the Listing
Regulations and the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015
(“PIT Regulations"), the Company has established and
implemented a Vigil Mechanism within the Company
to be known as the ''Vigil Mechanism / Whistle Blower
Policy'' for its Directors and employees, to report instances

of unethical behaviour and actual or suspected fraud or
violation of the Company''s Code of Conduct. The aim
of the policy is to provide adequate safeguards against
victimization of the whistle blower who avails the
mechanism and provides direct access to the Chairman of
the Audit Committee, in appropriate or exceptional cases.
Accordingly, the Vigil Mechanism / Whistle Blower
Policy has been formulated with a view to provide a
mechanism for the Directors and employees of the
Company to approach the Vigilance and Ethics Officer or
the Chairman of the Audit Committee of the Company in
exceptional cases.

The purpose of this policy is to provide a framework to
promote responsible and secure whistle blowing and
protect employees who are willing to raise a concern
about serious irregularities within the Company.

During the period under review, no complaint of unethical
or improper activity was reported to the Company.

29. COMPLIANCE WITH THE REGULATIONS ISSUED BY
THE RESERVE BANK OF INDIA

The Company continues to fulfill the norms and standards
laid down under the Master Directions and the other
applicable regulations issued by the Reserve Bank of India,
from time to time.

30. Capital Adequacy:

As on March 31, 2025, the Capital to Risk Assets Ratio
(“CRAR") of your Company was 36.08% (Tier-I: 35.45%,
Tier-II: 0.63%) which is well above the minimum
requirement of 15% as prescribed by RBI.

31. PREVENTION OF INSIDER TRADING

In accordance with the PIT Regulations, the Company has
formulated and approved:

(i) an Insider Trading Code to regulate dealing in the
securities of the Company by designated persons in
compliance with the regulations; and

(ii) a Policy for Fair Disclosure of Unpublished Price
Sensitive Information. The Board is responsible
for the implementation of this Code. The Chief
Compliance Officer & Company Secretary of the
Company, is Compliance Officer for the purposes of
Insider Trading Code.

The Code and Policy can be accessed from the
website of the Company at https://www.capitalindia.
com/wp-content/uploads/2025/07/Prohibition-of-
Insider-Trading-Code.pdf.

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

Your Company is in the business of Non-Banking Financial
Services and is not involved in any manufacturing activity.
The information as applicable and required to be provided

under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, is given hereunder:

a) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy
- The operations of your Company are not energy¬
intensive. However, adequate measures have been
initiated for conservation of energy.

(ii) Steps taken by the Company for utilising alternate
sources of energy - though the operations of the
Company are not energy intensive, the Company
shall explore alternative sources of energy, as and
when the necessity arises.

(iii) Capital investment on energy conservation
equipment - Nil

b) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption - The
minimum technology required for the business has
been absorbed.

(ii) Benefits derived like product improvement,
cost reduction, product development or import
substitution - Not Applicable

(iii) In case of imported technology (imported during
the last three years reckoned from the beginning
of the financial year) -

(a) the details of technology imported - Not
Applicable

(b) the year of import - Not Applicable

(c) whether the technology has been fully
absorbed - Not Applicable

(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof -
Not Applicable

(e) Expenditure incurred on Research and
Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of foreign exchange and
the earnings and outgo in foreign currencies are as under:

	For the year	For the year
Particulars	ended March	ended March
	31, 2025	31, 2024
Earnings in foreign	157.39	122.52
currency
Outgo in foreign	16.56	4.02
currency

33. FRAUD REPORTING

There was no fraud reported by the Statutory Auditors of
the Company, under Section 143(12) of the Act and the
rules made thereunder to the Audit Committee or Board
during the period under review.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year to
which these financial statements relate and the date of
this Report.

36. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 of
the Act, the Company has constituted a Corporate
Social Responsibility (“CSR") Committee. The Board
of Directors has formulated and adopted a CSR Policy,
which outlines the objectives, focus areas, governance
structure, implementation strategy, and the monitoring
and reporting framework for CSR activities.

Details regarding the composition of the CSR Committee
and other relevant information are provided in the
Corporate Governance Report, which forms part of this
Annual Report. The CSR Policy is available on the Company''s
website at https://www.capitalindia.com/wp-content/
uploads/2024/11/Policy-on-Corporate-Social-
Responsibility-280423.pdf under the “Investors" section.
A brief outline of the CSR Policy along with the Annual
Report on CSR activities, in the format prescribed under
the Companies (Corporate Social Responsibility Policy)
Rules, 2014, is appended as Annexure III to this Report.

37. CREDIT RATING

The Company is enjoying credit ratings from Infomercis
Valuation and Rating Limited and Acuite Ratings and
Research Limited with respect to the financial facilities
availed by the Company from time to time. The outstanding
rating details as on March 31, 2025, are as under:

Rating Agency	Rated Facility / Instrument	Rated Amount (in Crores)	Rating / Outlook
Infomercis Valuation and Rating Limited	Bank Loan (Long Term)	900	IVR A / Stable
	Non¬ Convertible Debenture	100	IVR A / Stable
Acuite Ratings and Research Limited	Bank Loan (Long Term)	775	Acuite A- /#
	Bank Loan (Short Term)	25	Acuite A- /#

#The rating Outlook has been placed under "Rating Watch
with Developing Implications” to evaluate the impact of the
announcement made by Company regarding the divestment of
its housing finance subsidiary Capital India Home Loans Limited.

38. CONSOLIDATED FINANCIAL STATEMENTS

Your Company has prepared the Audited Consolidated
Financial Statements in accordance with Section 129(3)
of the Act read with the applicable Indian Accounting
Standards (“Ind AS") and Listing Regulations. As required
under the Ind AS, notified under Section 133 of the Act
and applicable provisions of the Listing Regulations,
the Audited Consolidated Financial Statements of the
Company reflecting the Consolidation of the Accounts
of the Company with its Subsidiaries are included in this
Annual Report.

The Annual Report including the Balance Sheet,
Statement of Profit & Loss, other statements and notes
thereto is available on the Company''s website at
https://www.capitalindia.com.

39. RISK MANAGEMENT

The Risk Management Committee constituted by the
Board has framed and implemented a Risk Management
framework depicting the process for loan proposal
approval, loan management post disbursement and
day to day monitoring to manage credit risk. It sets out
the standards helpful in achieving a high-quality loan
portfolio with optimal returns.

The framework is periodically reviewed and enhanced
in response to changes in the external environment and
business processes.

40. HUMAN RESOURCE-INITIATIVES

In FY 2024-25, the Company reaffirmed its commitment
to a ''people-first'' philosophy by focusing on nurturing
talent and building a robust, future-ready workforce.
The Company adopted a strategic approach that combined
young, emerging leaders with seasoned professionals to
develop a balanced leadership pipeline aligned with its
long-term growth objectives.

Talent development continued to be a top priority,
with targeted training programs across frontline sales,
credit, operations, IT, and other functions, designed to
enhance skills and performance. These initiatives included
specialized trainings conducted periodically by the
Reserve Bank of India (RBI). The Company also consistently
benchmarked itself against industry best practices in
customer acquisition, credit delivery, collections, and
workforce structures among NBFCs serving similar
customer segments.

The Company fostered a culture rooted in openness,
respect, meritocracy, and trust, encouraging active
employee engagement through various initiatives.
Over the years, it has remained committed to advancing
career progression by implementing initiatives to
support employee growth. Performance-based, curated
aspirational rewards were introduced to reinforce a
high-performance culture and strengthen organizational

loyalty. A regional meeting and R&R (Rewards &
Recognition) event was organized at Nagothane,
Maharashtra, where top-performing employees from
across regions were felicitated for their contributions.
The Company aims to continue advancing its ''people-first''
efforts to build a stronger, future-ready workforce.

Key employee engagement initiatives included:

• Sampark, the flagship employee connect program,
which captured ideas and suggestions from
employees for mutual growth, with the best ideas
being recognized and rewarded.

• Health and well-being initiatives, such as organizing
a health check-up camp, emphasizing preventive
healthcare and overall wellness. Ensuring a healthy
workforce remains integral to the Company''s
employee care agenda.

• Soulful Start Mornings, beginning the day with a
morning prayer to instil mindfulness, gratitude, and
foster a connected, positive, and purpose-driven
work culture.

• Dil Se Ghar Tak, an initiative acknowledging the
unwavering encouragement of employees'' families,
reaching beyond the workplace to honour the often
unseen support that contributes significantly to
collective success.

• The Company''s mentor-mentee program is designed
to provide structured guidance, support, and
development for employees across levels. By pairing
experienced leaders (mentors) with emerging talent
(mentees), the program fosters a culture of continuous
learning, collaboration, and shared growth.

• Furthermore, the monthly HR Connect initiative
served as a vital platform for direct interaction with
employees across different locations, fostering a
deeper understanding of collective concerns and
enabling the prompt delivery of appropriate solutions.

Regular CEO Townhall meetings, held quarterly, promoted
transparency and inclusiveness, keeping employees
informed and engaged with the Company''s strategic
direction.

As the Company continues its journey toward becoming
a leading NBFC in India, it remains steadfast in nurturing a
people-centric, customer-centric, and compliance-centric
culture as the foundation for sustainable growth.

As on March 31,2025, the Company''s workforce stood at
616 employees.

41. STATEMENT ON COMPLIANCES OF APPLICABLE
SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards and such systems are adequate and operating
effectively.

42. EMPLOYEE STOCK OPTIONS SCHEME

With a view to motivating, incentivize, and retain talent,
your Company has instituted two Employee Stock Option
Schemes, namely:

(a) CIFL Employee Stock Option Plan - 2018; and

(b) CIFL Employee Stock Option Plan - 2023
(collectively referred to as the “CIFL ESOP Plans").

These Plans are designed to align employee interests with
long-term shareholder value creation and to recognize the
contributions of employees to the Company''s growth
and success

The NRC oversees the implementation and administration
of the CIFL ESOP Plans. The relevant disclosures pursuant
to the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021, ("SEBI SBEBSE Regulations") as on March 31,
2025, are available on the website of the Company at
www.capitalindia.com.

A certificate from the Secretarial Auditor confirming that
the CIFL ESOP Plans have been implemented in accordance
with the SEBI SBEBSE Regulations will be presented before
the members at the ensuing AGM. A copy of the certificate
will also be available for inspection at the Registered
Office and Corporate Office of the Company during
business hours.

43. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORTING

A report on Business Responsibility & Sustainability
Reporting (“BRSR") of your Company for the financial
year 2024-25, in accordance with Regulation 34(2) (f) of
the Listing Regulations forms part of this Annual Report.

44. WEBSITE

The Company''s website www.capitalindia.com provides
information about the businesses carried out by the
Company. It is the primary source of information to all
the stakeholders of the Company and the general public
at large. It also contains the Financial Results, Annual
Reports, CSR, various Policies adopted by the Board
and other general information about the Company
and such other disclosures as required under various
applicable regulations. In accordance with the Liquidity
Risk Management Framework for Non-Banking Financial
Companies, the Company on a quarterly basis provided a
public disclosure on liquidity risk on its website.

45. OTHER DISCLOSURES

Your Directors states that no disclosure or reporting
is required in respect of the following items during the
period under review:

a) The Company has not bought back any of its securities;

b) The Company has not issued any bonus shares;

c) The Company has not issued any sweat equity shares;

d) The Company has not issued equity shares with
differential rights as to dividend, voting or otherwise;

e) The Company is not liable to transfer the amount
of dividend lying in the unpaid dividend account
to Investor Education and Protection Fund (IEPF)
pursuant to provisions of Section 125 of the Act;

f) There was no revision in the financial statements
between the end of the financial year and the date of
this report;

g) No application has been made or any proceeding is
pending under the Insolvency and Bankruptcy Code,
2016 during the year; and

h) During the financial year 2024-25, there was no
instance of one-time settlement with Banks or
Financial Institutions. Therefore, as per rule 8(5)(xii)
of Companies (Accounts) Rules, 2014, 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.

46. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate
to Management Discussion and Analysis, describing
the Company objective, projections, estimates and
expectations may constitute forward looking statement
within the meaning of applicable laws and regulations.

47. ACKNOWLEDGEMENTS

Your Directors would gratefully like to place their
appreciation for the assistance and co-operation
received from the Company''s bankers during the period
under review. The Directors also acknowledge, with
appreciation, the support and co-operation rendered
by various Government Agencies and Departments.
Your Directors would also wish to place on record their
deep sense of appreciation for the continued support
from all the investors of the Company.

By order and on behalf of the Board
Capital India Finance Limited

Vinod Somani Keshav Porwal

Non-Executive Chairman (Independent) Managing Director

DIN: 00327231 DIN: 06706341

Date: May 14, 2025 Place: New Delhi Place: Mumbai

---

Mar 31, 2024

Your Board of Directors ("Board") take pride in presenting the 30^th Annual Report together with the Audited Financial Statements (standalone and consolidated) ("Financial Statements") for the Financial Year ended on March 31, 2024 ("FY 2023-24" or "period under review"). The summarized consolidated and standalone financial performance of your Company is as follows:

1. FINANCIAL HIGHLIGHTS

	(INR in Lakhs) Consolidated Standalone
Particulars	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Total Income	68,800.53	65,693.62	19,466.34	16,343.06
Less: Total Expenditure	69,702.69	73,276.05	16,721.78	14,349.70
Profit/(Loss) before tax	129.29	(8,542.79)	2,744.56	1,993.36
Less: Tax Expense	772.74	164.21	734.29	488.33
Profit/(Loss) for the year (Owners of the Company)	1,164.78	(4,157.12)	2,010.27	1,505.03
Other Comprehensive Income	(50.82)	29.58	(40.99)	13.82
Total Comprehensive Income for the year (Owners of the Company)	1,118.64	(4,121.52)	1,969.28	1,518.85
Add: Balance brought forward from previous year	(3,412.61)	1,092.68	6,700.29	5,560.18
Less: Appropriations:
• Transfer to Special Reserve under Section 45-IC of the RBI Act, 1934	426.80	366.54	402.05	301.01
• Dividend on equity shares	77.73	77.73	77.73	77.73
• Other Addition/ Deductions during the year	(210.51)	(60.50)	(7.21)	-
• Surplus in the Statement of Profit/(Loss)	(2,587.99)	(3,412.61)	8,197.00	6,700.29

2. STATE OF COMPANY''S AFFAIRS

The Company is registered with the Reserve Bank of India ("RBI") as a Non-Banking Financial Company ("NBFC") not accepting public deposits, holding Certificate of Registration dated March 24, 1998, issued from RBI under Section 45-IA of the Reserve Bank of India Act, 1934 ("RBI Act") and is carrying on the activities of providing finance to the Retail and MSME sectors.

The Company is also registered with RBI as an Authorised Dealer and has been granted Authorised Dealer Category-II License to carry out foreign exchange services. Also, the Company has been granted authorisation to undertake inward cross border money transfer activities in India, through tie-up arrangement with Western Union Financial Services Inc. (Overseas Principal) under Money Transfer Service Scheme.

During the period under review, on standalone basis, the Company''s total income was INR 19,466.34 Lakhs as compared to INR 16,343.06 Lakhs during the previous financial year and the Company has earned a Profit before Tax of INR 2,744.56 Lakhs as compared to the Profit before Tax of INR 1,993.36 Lakhs during the previous financial year.

On consolidated basis, the Company''s total income was INR 68,800.53 Lakhs as compared to INR 65,693.62 Lakhs during the previous financial year and the Company has incurred a Profit before Tax of INR 129.29 Lakhs as compared to the Loss before Tax of INR 8,542.79 Lakhs incurred during the previous financial year.

The Financial Statements, both on Standalone and Consolidated basis forms part of this Annual Report.

3. RESERVES

For the financial year ended on March 31, 2024, an amount of INR 402.05 Lakhs was transferred to Special Reserve Account in terms of Section 45-IC of the RBI Act.

The Company has made a provision of INR 220.37 Lakhs for Employee Stock Options and a provision of INR 164.60 Lakhs for Expected Credit Losses ("ECL") during the period under review. Total provisions for ECL of the Company as at the end of FY 2023-24 was INR 1,914.21 Lakhs.

Except as mentioned above, no amount was transferred to any reserve by the Company during the period under review.

4. SHARE CAPITAL

During the period under review, there was no change in the capital structure of the Company. As on March 31, 2024, the Capital structure stands as follows:

Particulars	Details
Authorised Share Capital	INR 214,00,00,000 (Indian Rupees Two Hundred and Fourteen Crores only) divided into 20,40,00,000 (Twenty Crore Forty Lakhs) Equity Shares having face value of INR 10 (Indian Rupees Ten only) each and 1,00,00,000 (One Crore) Preference Shares having face value of INR 10 (Indian Rupees Ten only) each
Paid-up Share Capital	INR 77,73,42,600 (Indian Rupees Seventy Seven Crores Seventy Three Lakhs Forty Two Thousand and Six Hundred only) divided into 7,77,34,260 (Seven Crore Seventy-Seven Lakhs Thirty-Four Thousand Two Hundred and Sixty) fully paid-up Equity Shares having face value of INR 10 (Indian Rupees Ten only) each

5. NON-CONVERTIBLE DEBENTURES

During the period under review, the Company has not issued/allotted any new debentures.

The Company had redeemed the following Non-Convertible Debentures ("NCDs") during the FY 2023-24:

S. No.	Name of Debenture Holder No. of NCDs*	Face Value (INR in Lakhs)	Amount (INR in Lakhs)	Date of Redemption
1	Bank of India 500	10	5,000.00	June 23, 2023
2	Punjab National Bank 250	10	2,500.00	July 28, 2023
*All the above NCDs were listed on BSE Limited.

As on March 31, 2024, the Company does not have any outstanding NCDs.

6. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business activity of the Company during the period under review.

7. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY(IES)

> Holding Company

Capital India Corp Private Limited, having 73.04% share in the paid-up share capital of the Company, is the holding and promoter entity of your Company.

> Subsidiary Company

As on March 31, 2024, the Company has following subsidiaries:

S. No.	Name of Subsidiary	Percentage (%) of Shareholding
1.	Capital India Home Loans Limited	99.90
2.	Rapipay Fintech Private Limited	52.50
3.	Capital India Asset Management Private Limited	100.00
4.	NYE Investech Private Limited (formerly Kuants Wealth Private Limited)*	52.50
5.	NYE Insurance Broking Private Limited *	52.50
* Step-down Subsidiary through Rapipay Fintech Private Limited

> Joint Venture / Associate Company

The Company does not have any associate or joint venture during the period under review. However, in accordance with the applicable provisions of the Indian Accounting Standards, Credenc Web Technologies Private Limited, which was an associate of the subsidiary of the Company, Capital India Home Loans Limited ("CIHL"), ceased to be an associate of CIHL with effect from May 16, 2023 and therefore also ceased to be associate of the Company.

Note:

¦ As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on Standalone Financial Statements basis. A report on the performance and financial position of each of the Company''s Subsidiary as per Section 129(3) of the Companies Act, 2013 ("Act"), read with the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached as Annexure I to the Board''s Report.

¦ As required under Regulation 16(1)(c) and 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company''s website at https://capitalindia.com. Also, details of the Material Subsidiary(ies) are given in the Corporate Governance Report which is annexed to and forms an integral part of this Board''s Report.

¦ The standalone audited financial statements of each of the subsidiary of the Company are available on the Company''s website at https://capitalindia.com under the "Investors" tab. Members interested in obtaining a copy of financial statements of the subsidiaries may write to the Company at [email protected].

¦ The Annual Report of the Company, containing Financial Statements would be placed on the website of the Company at https://capitalindia.com under the "Investors" tab.

8. DIVIDEND DISTRIBUTION POLICY

Your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The said Policy is available on the website of the Company at https://capitalindia.com under the "Investors" tab.

9. DIVIDEND

In line with the Dividend Distribution Policy of the Company, your Directors are pleased to recommend a final dividend of INR 0.10 (Indian Rupee Ten Paisa only) per Equity Share having face value of INR 10 (Indian Rupees Ten only) each, for the FY 2023-24, payable to shareholders of the Company whose names appear in the Register of Member as on the Record Date i.e. Friday, September 20, 2024. The final dividend on 7,77,34,260 (Seven Crores Seventy-Seven Lakhs Thirty Four Thousand Two Hundred and Sixty) Equity Shares, if approved by the members of the Company at the ensuing Annual General Meeting ("AGM"), would entail an outflow of INR 77,73,426 (Indian Rupees Seventy Seven Lakh Seventy Three Thousand Four Hundred and Twenty Six only).

10. INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate Internal Financial Control System with reference to the financial statements and Internal Control System, commensurate with the size, scale and complexity of its operations.

The Directors have laid down Internal Financial Control procedures to be followed by the Company which ensures compliance with various policies, practices and statutes, keeping in view the organization''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The Audit Committee of the Board is vested with the powers to evaluate the adequacy and effectiveness of the Internal Financial Control system of the Company, thereby ensuring that:

1. Systems have been established to ensure that all the transactions are executed in accordance with the management''s general and specific authorization.

2. Systems and procedures exist to ensure that all the transactions are recorded so as to permit preparation of Financial Statements in conformity with the Generally Accepted Accounting Principles (GAAP) or any other criteria applicable to such Statements, and to maintain accountability for effective and timely preparation of reliable financial information.

3. Access to assets is permitted only with the management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is governed by the relevant provisions of the Act and the rules made thereunder, the Listing Regulations, the Articles of Association of the Company, and all other applicable laws and is in accordance with the best corporate governance practices from time to time.

i. Board of Directors

The Company aims for an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the effectiveness of Board and separate its functions of governance and management. As on March 31, 2024, the Board of the Company consists of following 6 (Six) directors:

S. No.	Name	DIN	Designation
1.	Mr. Vinod Somani	00327231	Non-Executive Chairman (Independent)
2.	Mr. Keshav Porwal	06706341	Managing Director
3.	Mr. Yogendra Pal Singh	08347484	Independent Director
4.	Mr. Subhash Chander Kalia	00075644	Independent Director
5.	Ms. Rashmi Fauzdar	07599221	Independent Woman Director
6.	Ms. Jyuthika Mahendra Jivani	10558392	Additional Independent Woman Director

4. The existing assets of the Company are verified / checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

ii. Fit and Proper Criteria

On the basis of declarations received from the Directors of the Company as on March 31, 2024 and taken on record by the Board of Directors, none of the Director were disqualified as on March 31, 2024 from being appointed as a Director in terms of Section 164(2) of the Act.

All the Directors of the Company duly meet the Fit and Proper Criteria of Director as per the applicable provisions of the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 (“Master Directions") issued by the RBI and have given their declaration for the same.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act and the Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the Listing Regulations, are separately disclosed in the Notice of ensuing AGM.

iii. Changes in Directors

During the period under review, the following changes took place in the directorships of the Company:

5. Appropriate systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s various policies as listed on the website of the Company and otherwise disseminated internally.

a. Ms. Rachna Dikshit (DIN: 08759332) ceased to be associated as an Independent Woman Director of the Company w.e.f. August 08, 2023.

b. Ms. Rashmi Fauzdar (DIN: 07599221) was appointed as an Additional Independent Woman Director of the Company w.e.f. August 24, 2023. Further, the members at the 29^th AGM held on September 21, 2023, have approved the appointment of Ms. Rashmi Fauzdar (DIN: 07599221) as an Independent Woman Director of the Company, for a term of 5 (Five) consecutive years commencing from August 24, 2023.

c. The members at the 29^th AGM, have also approved the re-appointment of Dr. Harsh Kumar Bhanwala (DIN: 06417704), as an Executive Chairman for a period of 3 (Three) years w.e.f. August 06, 2023. However, due to advancing age and other personal reasons, Dr. Bhanwala stepped down from the Board of the Company and ceased to be the Executive Chairman w.e.f. January 24, 2024 (close of business hours).

d. Ms. Jyuthika Mahendra Jivani (DIN: 10558392) was appointed as an Additional Director in the category of Non-Executive Independent Woman Director of the Company w.e.f. March 20, 2024, subject to the approval of the shareholders for a period of 5 (Five) consecutive years.

Except for the changes mentioned above, there have been no changes in the composition of the Board of Directors of the Company during the period under review.

iv. Declaration of Independence

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 of the Listing Regulations. The Company has also received declaration of compliance under Rule 6 (1) & (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, from all the Independent Directors, regarding online registration with the Indian Institute of Corporate Affairs, for inclusion/ renewal of name in the databank of Independent Directors.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity and that they are independent to the Management of the Company.

During the period under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending the meetings of Board and Committee(s) of the Board of the Company.

v. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year

With regard to the integrity, expertise and experience (including proficiency) of the Independent Director(s) during the FY 2023-24, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director(s) and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

vi. Directors and Officers (D&O) Liability Insurance

Your Company has an Insurance for its Directors/ Officers for such quantum and risks as determined by the Board of the Company.

vii. Retirement by Rotation

In accordance with the provisions of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Keshav Porwal, Managing Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered his candidature for re-appointment as a Director of the Company at the AGM.

viii. Key Managerial Personnel (KMP)

As on the date of this Report, the Company has the following KMPs in accordance with the provisions of the Act read with the rules made thereunder:

Mr. Keshav Porwal : Managing Director Mr. Pinank Jayant Shah : Chief Executive Officer

Mr. Vikas Srivastava : Chief Financial Officer Mr. Rachit Malhotra : Chief Compliance Officer & Company Secretary

During the period under review:

- Mr. Rachit Malhotra has been re-designated as Chief Compliance Officer and Company Secretary of the Company by the Board of Directors in their meeting held on April 28, 2023.

- Mr. Vineet Kumar Saxena resigned from the position of Chief Executive Officer of the Company w.e.f. August 08, 2023 (close of business hours).

- Mr. Pinank Jayant Shah was appointed as the Chief Executive Officer of the Company with effect from August 09, 2023.

ix. Board Meetings

During the period under review, 6 (Six) Board meetings were held. The details of composition of the Board and its meetings held during the year under review and the attendance of Directors at those meetings is provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the rules made thereunder.

x. Committees of the Board

The following are the Statutory Committees constituted by the Board in pursuance of the applicable provisions of the Act, Listing Regulations and RBI:

i. Audit Committee;

ii. Nomination & Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Risk Management Committee;

v. Corporate Social Responsibility Committee;

vi. Investment Committee;

vii. Asset-Liability Committee;

viii. IT Strategy Committee; and

ix. Write-off & Settlement Committee.

The following are the Non-Statutory Committees constituted by the Company for day-today working:

i. Credit Committee;

ii. Management Committee; and

iii. Securities Issuance Committee.

xi. Separate Meeting of Independent Directors

In compliance with the provisions of Schedule IV to the Act read with Regulation 25 of the Listing Regulations, the Independent Directors met once during the FY 2023-24 on March 18, 2024, without the presence of Non-Independent Directors and members of the management team of the Company and inter-alia reviewed:

a) The performance of Non-Independent Directors and the Board as a whole;

b) The performance of the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors; and

c) The quality, quantity and timeliness of flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

12. POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS, EXECUTIVES AND EMPLOYEES

The Nomination & Remuneration Committee ("NRC") has been constituted to undertake the functions in accordance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations as amended from time to time.

In accordance with the provisions of the Act and the Listing Regulations, the Board has adopted a Policy on Diversity of the Board of Directors and a Policy on Compensation of Directors, Executives and other Employees.

The purpose of this Policy is to establish and govern the procedure as applicable inter-alia in respect to the following:

a) the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors, Executives and Other Employees of the quality required to run the Company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

c) remuneration to Directors, Executives and Other Employees involves a balance between fixed and variable pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals which will address issues arising out of excessive risk taking caused by misaligned compensation packages;

d) the compensation levels are supported by the need to retain earnings of the Company and the needs to maintain adequate capital based on internal capital adequacy assessment process; and

e) to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

NRC develops the competency requirements of the Board based on the industry and strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence, before recommending them to the Board. Besides the above, NRC ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.

The detailed Policy on Compensation of Directors, Executives and other Employees is available on the website of the Company at URL www.capitalindia.com.

The Company has also formulated a Fit and Proper Criteria Policy for inter-alia determining the qualification, technical expertise, positive attributes, integrity and independence of the Directors. The Company has received declarations from all the Directors of the Company that they meet the criteria laid down in the Fit and Proper Criteria Policy and the applicable provisions of the Master Directions issued by the RBI in this regard.

13. REMUNERATION OF THE DIRECTORS AND EMPLOYEES

Disclosure with respect to the ratio of remuneration of each of the Director to the median employee''s remuneration as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure II.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. If any Member is interested in obtaining a copy thereof, the Member may write to the Company at its Registered Office in this regard or send an email to [email protected].

14. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on Prevention of sexual harassment of women at workplace and matters connected therewith and has also complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC"). It is our constant endeavor to ensure that we provide harassment free, safe and secure working environment to all employees especially women.

During the period under review, there was no case of sexual harassment reported to the Company.

15. POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS, BOARD AND ITS COMMITTEES

NRC has devised a policy for the performance evaluation of the Independent Directors, Board, its Committees and the other Directors and has laid down the performance evaluation and assessment criteria/ parameters. The Independent Directors in terms of Schedule IV to the Act and the provisions of the Listing Regulations, at its separate meeting, evaluated the performance of the Chairman, Non-Independent Directors, the Board as a whole and the flow of information between the management and the Board.

NRC has carried out the performance evaluation of each of the Directors, without the presence of the Director being evaluated and the Board carried out a formal evaluation of its own performance and the Board

Committees. The Board of Directors had expressed their satisfaction with the evaluation process.

The criteria/parameters laid down for the evaluation of performance of the Independent Directors is provided in the Corporate Governance report, forming part of this Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is forming a part of this Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act in preparation of the Financial Statements for the financial year ended on March 31, 2024 and state:

a. that in the preparation of Annual Accounts for the Financial Year ended as at March 31, 2024, the applicable Accounting Standards have been followed along with the proper explanation relating to the material departures;

b. that the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the Financial Year ended as at March 31, 2024 and of the profit and loss of the Company for the Financial Year ended on March 31, 2024;

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

d. that the Directors have prepared the annual accounts on a going concern basis;

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

f. that there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory

auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the period under review.

18. PUBLIC DEPOSITS

The Company did not accept any public deposits during the period under review. Therefore, the disclosures as required under the Act read with the rules made thereunder, and Master Directions issued by RBI for public deposits are not applicable on the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act forms part of the Notes to the Financial Statements provided in this Annual Report.

20. AUDITORS

a) STATUTORY AUDITORS

In compliance with the relevant provisions of the Act read with the rules made thereunder and the circular no. DoS.C0.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 issued by the Reserve Bank of India and the related FAQs issued thereafter and based on the recommendation of the Board of Directors, the members in their 28^th AGM re-appointed M/s Singhi & Co., Chartered Accountants (Firm Registration no. 302049E) as Statutory Auditors of the Company for a period of 2 (Two) consecutive years, to hold the office of the Statutory Auditors from the conclusion of the 28^th AGM until the conclusion of the 30^th AGM.

M/s Singhi & Co. has conducted the Statutory Audit for the period ended March 31, 2024. The report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimer given by the Statutory Auditors in their report.

b) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board had appointed M/s Arun Gupta & Associates, Company Secretaries, as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the financial year 202324. The Secretarial Auditors have submitted their report in Form MR-3, which forms part of this Annual Report. There are no observations, reservations or adverse remarks in the Secretarial Audit Report.

Pursuant to Regulation 24A of the Listing Regulations, every listed company shall annex with its annual report the Secretarial Audit Report of its material subsidiaries incorporated in India. In compliance with the said requirement, the Secretarial Audit Report(s) of Capital India Home Loans Limited and Rapipay Fintech Private Limited, the material subsidiaries of the Company, for the financial year 2023-24 forms part of this Annual Report.

c) INTERNAL AUDITORS

The Board had re-appointed M/s Aneja Associates, Chartered Accountants, as the Internal Auditors to undertake internal audit of the Company for the financial year 2023-24 in terms of the provisions of Section 138 of the Act and the rules made thereunder.

21. COST RECORDS

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable on the Company for the period under review.

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2024 will be available on the website of the Company at https://www. capitalindia.com.

23. CORPORATE GOVERNANCE REPORT

It has always been the Company''s endeavor to excel better Corporate Governance through fair and transparent practices. The Company has put in place efficient and effective system to ensure proper compliance with statutory regulatory provisions. The Company understands and respects its fiduciary role and responsibility towards its stakeholder and society at large.

The report on Corporate Governance in accordance with Regulation 34 read with Schedule V to the Listing Regulations and Master Directions is presented in a separate section, forming part of this Annual Report.

A certificate from M/s Arun Gupta & Associates, Company Secretaries confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V to the Listing Regulations is enclosed to the Corporate Governance Report.

24. RELATED PARTYTRANSACTIONS

During the period under review, the contracts / arrangements / transactions entered into by the Company with the related parties were on arm''s length basis and in the ordinary course of business, and

wherever not, the transaction has been duly approved by the Board. Also, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the particulars of the transactions as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Act are not required to be disclosed.

All the related party transactions entered are disclosed in Note 35 of Financial Statements of the Company forming part of this Annual Report.

In terms of Section 188 of the Act read with the rules framed thereunder and Regulation 23 of the Listing Regulations, your Company has in place a Policy on Related Party Transactions for dealing with related party transactions. The policy is placed on the website of the Company at https://www.capitalindia.com.

25. CODE OF CONDUCT

The Board has approved a Code of Conduct for Board of Directors and Senior Management Personnel which has been placed on the website of the Company at https://www.capitalindia.com.

The Code of Conduct lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in workplace, in business practices and in dealing with stakeholders. All the members of the Board and the Senior Management Personnel have confirmed compliance with the Code of Conduct.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and accordingly, pursuant to the provisions of Section 177(9) & (10) of the Act read with the rules made thereunder and pursuant to the provision of the Listing Regulations and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), the Company has established and implemented a Vigil Mechanism within the Company to be known as the ''Vigil Mechanism / Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behaviour and actual or suspected fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of the whistle blower who avails the mechanism and provides direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, the Vigil Mechanism / Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Vigilance and Ethics Officer or the Chairman of the Audit Committee of the Company in exceptional cases.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing and protect employees who are willing to raise a concern about serious irregularities within the Company.

During the period under review, no complaint of unethical or improper activity was reported to the Company.

27. COMPLIANCE WITH THE REGULATIONS ISSUED BY THE RESERVE BANK OF INDIA

The Company continues to fulfill the norms and standards laid down under the Master Directions and the other applicable regulations issued by the Reserve Bank of India, from time to time.

28. PREVENTION OF INSIDER TRADING

In accordance with the PIT Regulations, the Company has formulated and approved (i) an Insider Trading Code to regulate dealing in the securities of the Company by designated persons in compliance with the regulations; and (ii) a Policy for Fair Disclosure of Unpublished Price Sensitive Information. The Board is responsible for the implementation of this Code. The Chief Compliance Officer & Company Secretary of the Company, is Compliance Officer for the purposes of Insider Trading Code.

The Code and Policy can be accessed from the website of the Company at https://www.capitalindia.com.

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

Your Company is into the business of Non-Banking Financial Services and is not involved in any manufacturing activity. The information as applicable and required to be provided under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given hereunder:

a) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy - The operations of your Company are not energy- intensive. However, adequate measures have been initiated for conservation of energy.

(ii) Steps taken by the Company for utilising alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

(iii) Capital investment on energy conservation equipment - Nil

b) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

(a) the details of technology imported -Not Applicable

(b) the year of import - Not Applicable

(c) whether the technology has been fully absorbed - Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

(e) Expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of foreign exchange and the earnings and outgo in foreign currencies are as under:

(INR in Lakhs)
Particulars	For the year ended
	31.03.2024	31.03.2023
Earnings in foreign currency
Export of foreign	-	866.05
currencies
Commission	33.52	11.77
received (Forex)
Commission received (Western Union)	89.00	21.70
Outgo in foreign currency
Subscription Charges	4.02	-

30. FRAUD REPORTING

There was no fraud reported by the Statutory Auditors of the Company, under Section 143(12) of the Act and the rules made thereunder to the Audit Committee or Board during the period under review.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

33. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions prescribed under Section 135 of the Act, your Company constituted a Corporate Social Responsibility (CSR) Committee. The Board of Directors laid down the CSR Policy, covering the objectives, focus areas, governance structure and monitoring & reporting framework among others.

Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report. The CSR Policy is placed on the website of the Company at https://capitalindia.com and a brief outline of the policy and the Annual Report on CSR activities is appended in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

34. CREDIT RATING

During the period under review, the Company has maintained its rating of ''A- / Stable outlook'' by Acuite Ratings and Research Limited (Rating Agency) for term borrowing programe of INR 775 Crore and maintained the rating of ''A2 '' for Short-Term debt of INR 25 Crore. During the period under review, the Company has fully repaid its outstanding Non-Convertible Debentures of INR 75 crores for which the rating of "A -/Stable" was subsequently withdrawn.

35. CONSOLIDATED FINANCIAL STATEMENTS

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section 129(3) of the Act read with the applicable Indian Accounting Standards ("Ind AS") and Listing Regulations. As required under the Ind AS, notified under Section 133 of the Act and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of the Company with its Subsidiaries are included in this Annual Report.

The Annual Report including the Balance Sheet, Statement of Profit & Loss, other statements and notes thereto is available on the Company''s website at https://www.capitalindia.com.

36. RISK MANAGEMENT

The Risk Management Committee constituted by the Board, has framed and implemented a Risk Management framework depicting the process for loan proposal approval, loan management post disbursement and day to day monitoring to manage credit risk. It sets out the standards helpful in achieving a high-quality loan portfolio with optimal returns.

The framework is periodically reviewed and enhanced in response to changes in the external environment and business processes.

37. HUMAN RESOURCE-INITIATIVES

At Capital India Finance Limited ("Company"), people form the cornerstone of the Company''s growth. Company''s Human Capital strategy revolves around developing a diverse talent pool, which involves blending young innovators with seasoned leaders in a collaborative pattern while leading the growth path.

Throughout FY 23-24, the Company prioritized talent development through targeted training and a culture fostering openness, respect, meritocracy, and trust. Significant endeavours were undertaken to educate and train the talent within the Company, aiming to promote maximum productivity and efficiency while ensuring compliance with RBI regulations & instructions. As we strive to establish ourselves as a leading NBFC in India, we desire to emphasize the importance of cultivating a people, customer & compliance centric culture.

The company''s workforce numbered 573 as of the end of March 2024.

It is the Company''s continued efforts to study the best industry practices in the process of customer acquisition, credit delivery, collection processes, and manpower sizes of Non-Banking Financial Companies (NBFCs) serving similar customer demographics. This has led to required adjustments to the Company''s talent management strategy to integrate the best industry practices within the Company with the objective to attract and retain vital talent crucial for future business expansion.

Moreover, the comprehensive periodical training initiatives, encompassing frontline sales, marketing, credit, and other personnel, including KYC training, were implemented both on and off the job.

The Company''s efforts towards promoting inclusivity and diversity within the Company have been scaling up gradually by trying to create a balance in the work-life balance of the Company''s employees, more particularly towards the women workforce.

38. LISTING OF SECURITIES

The Equity Shares of the Company are listed on BSE Limited. The Annual Listing Fee for the Financial Year 2023-24 has been duly paid to BSE Limited.

39. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

40. EMPLOYEE STOCK OPTIONS SCHEME

In order to motivate, incentivize and reward employees, your Company has instituted the Employee Stock Option Scheme in the name of CIFL Employee Stock Option Plan - 2018, further, during the period under review, the Members of the Company vide resolution passed through Postal Ballot dated December 09, 2023 have approved the CIFL Employee Stock Option Plan - 2023 and now the Company has two Employee Stock Option Scheme, namely, CIFL Employee Stock Option Plan - 2018 and CIFL Employee Stock Option Plan - 2023 (“CIFL ESOP Plans").

The NRC monitors the CIFL ESOP Plans. Relevant disclosures pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"), as on March 31, 2024 are available on the website of the Company at www.capitalindia.com.

A certificate with respect to the implementation of CIFL ESOP Plans in compliance with SEBI SBEBSE Regulations would be presented before the members in the ensuing AGM of the Company and a copy of the same shall be available for inspection at the registered office and the corporate office of the Company during the working hours.

41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

A report on Business Responsibility & Sustainability Reporting ("BRSR") of your Company for the financial year 2023-24, in accordance with Regulation 34(2)

(f) of the Listing Regulations forms part of this Annual Report.

42.WEBSITE

The Company''s website www.capitalindia.com provides information about the businesses carried out by the Company. It is the primary source of information to all the stakeholders of the Company and the general public at large. It also contains the Financial Results, Annual Reports, CSR, various Policies adopted by the Board and other general information about the Company and such other disclosures as required under various applicable regulations. In accordance with the Liquidity Risk Management Framework for Non-Banking Financial Companies, the Company on a quarterly basis provided a public disclosure on liquidity risk on its website.

43.OTHER DISCLOSURES

Your Directors states that no disclosure or reporting is required in respect of the following items during the period under review:

a) The Company has not bought back any of its securities;

b) The Company has not issued any bonus shares;

c) The Company has not issued any sweat equity shares;

d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

e) The Company is not liable to transfer amount of dividend lying in the unpaid dividend account to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 125 of the Act;

f) There was no revision in the financial statements between the end of the financial year and the date of this report;

g) No application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year; and

h) During the financial year 2023-24, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 8(5) (xii) of Companies (Accounts) Rules, 2014, 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.

44. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company objective, projections, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations.

45. ACKNOWLEDGEMENTS

Your Directors would gratefully like to place their appreciation for the assistance and co-operation received from the Company''s bankers during the period under review. The Directors also acknowledge, with appreciation, the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support from all the investors of the Company.

---

Mar 31, 2023

Your Board of Directors ("Board”) take pride in presenting the 29^th Annual Report together with the Audited Financial Statements (standalone and consolidated) ("Financial Statements”) for the Financial Year ended on March 31, 2023 ("FY 2022-23” or "period under review”). The summarised consolidated and standalone financial performance of your Company is as follows:

1. FINANCIAL HIGHLIGHTS

(INR in Lakhs)

Particulars	Consolidated		Standalone
	Year ended March 31,2023	Year ended March 31, 2022	Year ended March 31,2023	Year ended March 31, 2022
Total Income	65,693.62	53,208.89	16,343.06	12,276.29
Less: Total Expenditure	73,276.05	54,944.22	14,349.70	10,781.31
Profit/(Loss) before tax	(8,542.79)	(1,756.64)	1,993.36	1,494.98
Less: Tax Expense	164.21	312.62	488.33	328.97
Profit/(Loss) for the year (Owners of the Company)	(4,157.12)	(276.83)	1,505.03	1,166.01
Other Comprehensive Income	29.58	46.60	13.82	43.48
Total Comprehensive Income for the year (Owners of the Company)	(4,121.52)	(223.84)	1,518.85	1,209.49
Add: Balance brought forward from previous year	1092.68	1,639.39	5,560.18	4,661.62
Less: Appropriations:
• Transfer to Special Reserve under Section 45-IC of the RBI Act, 1934	366.54	245.14	301.01	233.20
• Dividend on equity shares	77.73	77.73	77.73	77.73
• Other Addition/ Deductions during the year	(60.50)	-	-	-
• Surplus in the Statement of Profit/(Loss)	(3,412.61)	1,092.68	6,700.29	5,560.18

2. STATE OF COMPANY''S AFFAIRS

The Company is registered with the Reserve Bank of India ("RBI”) as a Non-Banking Financial Company ("NBFC”) not accepting public deposits, holding Certificate of Registration dated March 24, 1998, issued from RBI under Section 45-IA of the Reserve Bank of India Act, 1934 ("RBI Act”) and is carrying on the activities of providing finance to the Retail and SME sectors.

The Company is also registered with RBI as an Authorised Dealer and has been granted Authorised Dealer Category-II License to carry out foreign exchange services. Also, the Company has been granted authorisation to undertake inward cross border money transfer activities in India, through tie-up arrangement with Western Union Financial Services Inc. (Overseas Principal) under Money Transfer Service Scheme.

During the period under review, on standalone basis, the Company''s total income was INR 16,343.06 Lakhs as compared to INR 12,276.29 Lakhs during the previous financial year and the Company has earned a Profit before tax of INR 1,993.36 Lakhs as compared to profit before tax of INR 1,494.98 Lakhs during the previous financial year.

On consolidated basis, the Company''s total income was INR 65,693.62 Lakhs as compared to INR 53,208.89 Lakhs during the previous financial year and the Company has incurred a Loss before Tax of INR 8,542.79 Lakhs as compared to the Loss before Tax of INR 1,756.64 Lakhs earned during the previous financial year.

The Financial Statements both on Standalone and Consolidated basis forms part of this Annual Report.

3. RESERVES

For the financial year ended on March 31, 2023, an amount of INR 301.01 Lakhs was transferred to Special Reserve Account in terms of Section 45-IC of the RBI Act.

The Company has made a provision of INR 16.81 Lakhs for Employee Stock Options and a provision of INR (65.63) Lakhs for Expected Credit Losses (''ECL'') during the period under review. Total provisions for ECL of the Company as at the end of FY 2022-23 was INR 1749.60 Lakhs. Except as mentioned above, no amount was transferred to any reserve by the Company during the period under review.

4. SHARE CAPITAL

During the period under review, there was no change in the capital structure of the Company. As on March 31, 2023, the Capital structure stands as follows:

Particulars	Details
Authorised Share Capital	INR 214,00,00,000 (Indian Rupees Two Hundred and Fourteen Crores only) divided into 20,40,00,000 (Twenty Crore Forty Lakhs) Equity Shares having face value of INR 10 (Indian Rupees Ten only) each and 1,00,00,000 (One Crore) Preference Shares having face value of INR 10 (Indian Rupees Ten only) each
Paid-up Share Capital	INR 77,73,42,600 (Indian Rupees Seventy Seven Crores Seventy Three Lakhs Forty Two Thousand and Six Hundred only) divided into 7,77,34,260 (Seven Crore Seventy-Seven Lakhs Thirty-Four Thousand Two Hundred and Sixty) fully paid-up Equity Shares having face value of INR 10 (Indian Rupees Ten only) each

5. NON-CONVERTIBLE DEBENTURES

During the period under review, the Company has not issued/allotted any new debentures.

The Company had redeemed the following Non-Convertible Debentures ("NCDs”) during the FY 2022-23:

S. No.	Name of Debenture Holder	No. of NCDs1	Face Value (INR in Lakhs)	Amount (INR in Lakhs)	Date of Redemption
1	State Bank of India	300	10	3,000.00	May 06, 2022
2	Punjab National Bank	100	10	1,000.00	June 30, 2022

The Company has the following NCDs outstanding as on March 31, 2023:

S. No.	Name of Debenture Holder	No. of NCDs1	Face Value (INR in Lakhs)	Amount (INR in Lakhs)	Date of Issue
1	Bank of India	500	10	5,000.00	June 24, 2020
2	Punjab National Bank	250	10	2,500.00	July 30, 2020

*All the above NCDs were/are listed on BSE Limited.

6. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business activity of the Company during the period under review.

7. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY(IES)

> Holding Company

> Capital India Corp Private Limited, holding 73.04% of the paid-up share capital of the Company, is the holding and promoter company of your Company.

> Subsidiary Company

As on March 31, 2023, the Company has the following subsidiaries:

S. No.	Name of Subsidiary	Percentage (%) of Shareholding
1.	Capital India Home Loans Limited	99.89
2.	Rapipay Fintech Private Limited	52.50
3.	Capital India Asset Management Private Limited	100.00
4.	Kuants Wealth Private Limited 1	52.50
5.	NYE Insurance Broking Private Limited 1	52.50

final dividend on 7,77,34,260 (Seven Crores Seventy-Seven Lakhs Thirty Four Thousand Two Hundred and Sixty) Equity Shares, if approved by the members of the Company at the ensuing Annual General Meeting ("AGM”), would entail an outflow of INR 77,73,426 (Indian Rupees Seventy Seven Lakh Seventy Three Thousand Four Hundred Twenty Six only).

10. INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate Internal Financial Control System with reference to the financial statements and Internal Control System, commensurate with the size, scale and complexity of its operations.

The Directors have laid down Internal Financial Control procedures to be followed by the Company which ensures compliance with various policies, practices and statutes, keeping in view the organization''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The Audit Committee of the Board is vested with the powers to evaluate the adequacy and effectiveness of the Internal Financial Control system of the Company, thereby ensuring that:

1. Systems have been established to ensure that all the transactions are executed in accordance with the management''s general and specific authorisation.

2. Systems and procedures exist to ensure that all the transactions are recorded so as to permit preparation of Financial Statements in conformity with the Generally Accepted Accounting Principles (GAAP) or any other criteria applicable to such Statements, and to maintain accountability for effective and timely preparation of reliable financial information.

3. Access to assets is permitted only with the management''s general and specific authorisation. No assets of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified /checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Appropriate systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s various policies as listed on the Website of the Company and otherwise disseminated internally.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is governed by the relevant provisions of the Act and the rules made thereunder, the Listing Regulations, the Articles of Association of the Company, and all other applicable laws and is in accordance with the best corporate governance practices from time to time.

i. Board of Directors

The Company aims for an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the effectiveness of Board and separate its functions of governance and management. As on March 31, 2023, the Board of the Company consists of following 6 (Six) directors:

S. No.	Name	DIN	Designation
1.	Dr. Harsh Kumar Bhanwala	06417704	Executive Chairman
2.	Mr. Keshav Porwal	06706341	Managing Director
3.	Mr. Vinod Somani	00327231	Independent Director
4.	Mr. Yogendra Pal Singh	08347484	Independent Director
5.	Mrs. Rachna Dikshit	08759332	Independent Woman Director
6.	Mr. Subhash Chander Kalia	00075644	Independent Director

ii. Fit and Proper Criteria

On the basis of declarations received from the Directors of the Company as on March 31, 2023 and taken on record by the Board of Directors, none of the Director were disqualified as on March 31, 2023 from being appointed as a Director in terms of Section 164(2) of the Act.

All the Directors of the Company duly meet the Fit and Proper Criteria of Director as per the applicable provisions of the Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 ("Master Directions”) issued by the Reserve Bank of India and has given their declaration for the same.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act and the Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the Listing Regulations, are separately disclosed in the Notice of ensuing AGM.

iii. Changes in Directors

During the period under review, the members at their 28^th AGM held on September 23, 2022, approved the re-appointment of Mr. Vinod Somani as an Independent Director of the Company, for a second term of 5 (Five) consecutive years commencing from December 20, 2022 till December 19, 2027 and the re-appointment of Mr. Keshav Porwal as Managing Director of the Company for a further period of 3 (Three) years w.e.f. November 27, 2022.

Except the changes mentioned above, there have been no changes in the composition of the Board of Directors of the Company during the period under review.

Post end of FY 2022-23, the Board of Directors of the Company in its meeting held on April 28, 2023, has subject to the approval of shareholders of the Company, approved the re-appointment of Dr. Harsh Kumar Bhanwala (DIN: 06417704), Executive Chairman of the Company, for a further term of 3 (Three) years w.e.f. August 06, 2023.

iv. Declaration of Independence

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 of the Listing Regulations. The Company has also received declaration of compliance under Rule 6 (1) & (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, from all the Independent Directors, regarding online registration with the Indian Institute of Corporate Affairs, for inclusion/ renewal of name in the databank of Independent Directors.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity and that they are independent to the Management of the Company.

During the period under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending the meetings of Board and Committee(s) of the Board of the Company.

v. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year

With regard to the integrity, expertise and experience (including proficiency) of the Independent Director(s) during the FY 202223, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director(s) and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

vi. Directors and Officers (D&O) Liability Insurance

Your Company has an Insurance for its Directors/Officers for such quantum and risks as determined by the Board of the Company.

vii. Retirement by Rotation

In accordance with the provisions of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Keshav Porwal, Managing Director of the Company, is liable to retire by rotation at the ensuing AGM and has offered his candidature for re-appointment as a Director of the Company at the ensuing AGM.

viii. Key Managerial Personnel (KMP)

As on the date of this Report, the Company has the following KMPs in accordance with the provisions of the Act read with the rules made thereunder:

Dr. Harsh Kumar Bhanwala : Executive Chairman

Mr. Keshav Porwal : Managing Director

Mr. Vineet Kumar Saxena : Chief Executive Officer

Mr. Vikas Srivastava : Chief Financial Officer

Mr. Rachit Malhotra : Chief Compliance Officer & Company Secretary

During the period under review, Mr. Neeraj Toshniwal resigned from the position of Chief Financial Officer of the Company with effect from August 19, 2022 and Mr. Vikas Srivastava was appointed as the Chief Financial Officer of the Company with effect from October 21, 2022. Post completion of Financial Year 2022-23, Mr. Rachit Malhotra has been re-desinated as Chief Compliance Officer and Company Secretary of the Company by the Board of Directors in their meeting dated April 28, 2023.

ix. Board Meetings

During the period under review, 5 (Five) Board meetings were held. The details of composition of the Board and its meetings held during the year under review and the attendance of Directors at those meetings is provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the rules made thereunder.

x. Committees of the Board

The following are the Statutory Committees constituted by the Board in pursuance of the applicable provisions of the Act, Listing Regulations and RBI:

i. Audit Committee;

ii. Nomination & Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Risk Management Committee;

v. Investment Committee;

vi. Asset-Liability Committee;

vii. IT Strategy Committee; and

viii. Corporate Social Responsibility Committee.

The details of composition of the Committees of the Board and their meetings held during the year under review and the attendance of the Members at those meetings are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the rules made thereunder and other applicable laws.

Below are the other committees constituted by the Board whose composition as on March 31,2023 was as under:

i. Credit Committee;

ii. Securities Issuance Committee; and

iii. Management Committee.

S. No.	Name of Committee	Composition of Committee
1	Credit Committee	Mr. Vinod Somani (Chairman)
		Mr. Keshav Porwal (Member)
		Mr. Ashish Arya (Member)
		Mr. Avinash Kumar (Member)
2	Securities Issuance Committee	Mr. Vinod Somani (Chairman)
		Mr. Keshav Porwal (Member)
		Mr. Vineet Kumar Saxena (Member)
3	Management Committee	Dr. Harsh Kumar Bhanwala (Chairman)
		Mr. Keshav Porwal (Member)
		Mr. Vineet Kumar Saxena (Member)

xi. Separate Meeting of Independent Directors

In compliance with the provisions of Schedule IV to the Act read with Regulation 25 of the Listing Regulations, the Independent Directors met once during the FY 2022-23 on March 15, 2023, without the presence of Non-Independent Directors and members of the management team and inter-alia reviewed:

a) The performance of Non-Independent Directors and the Board as a whole;

b) The performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors; and

c) The quality, quantity and timeliness of flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to formal meeting, frequent interactions also took place between the Chairman and Independent Directors.

12. POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS, EXECUTIVES AND EMPLOYEES

The Nomination & Remuneration Committee ("NRC”) has been constituted to undertake the functions in accordance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations as amended from time to time.

In accordance with the provisions of the Act and the Listing Regulations, the Board has adopted a Policy on Diversity of the Board of Directors and a Policy on Compensation of Directors, Executives and other Employees.

The purpose of this Policy is to establish and govern the procedure as applicable inter alia in respect to the following:

a) the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors, Executives and Other Employees of the quality required to run the Company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

c) remuneration to Directors, Executives and Other Employees involves a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals which will address issues arising out of excessive risk taking caused by misaligned compensation packages;

d) the compensation levels are supported by the need to retain earnings of the Company and the needs to maintain adequate capital based on internal capital adequacy assessment process; and

e) to enable the Company to provide a well-balanced and performance- related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

NRC develops the competency requirements of the Board based on the industry and strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence, before recommending them to the Board. Besides the above, NRC ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.

The detailed Policy on Compensation of Directors, Executives and other Employees is available on the website of the Company at URL https://capitalindia.com.

The Company has also formulated a Fit and Proper Criteria Policy for inter alia determining the qualification, technical expertise, positive attributes, integrity and independence of the Directors. The Company has received declarations from all the Directors of the Company that they meet the criteria laid down in the Fit and Proper Criteria Policy and the applicable provisions of the Master Directions issued by the RBI in this regard.

13. REMUNERATION OF THE DIRECTORS AND EMPLOYEES

Disclosure with respect to the ratio of remuneration of each of the Director to the median employee''s remuneration as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure II.

Details as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants via electronic mode, excluding the aforesaid Annexure which shall be made available for inspection by the Members via electronic mode. If any Member is interested in obtaining a copy thereof, the Member may write to the Chief Compliance Officer & Company Secretary at the Registered Office of the Company in this regard or send an email to [email protected].

14. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on Prevention of sexual harassment of women at workplace and matters connected therewith and has also complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC”). It is our constant endeavor to ensure that we provide harassment free, safe and secure working environment to all employees especially women.

During the period under review, there was no case of sexual harassment reported to the Company.

15. POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS, BOARD AND ITS COMMITTEES

NRC has devised a policy for the performance evaluation of the Independent Directors, Board, its Committees and the other individual Directors and has laid down the performance evaluation and assessment criteria/parameters. The Independent Directors in terms of Schedule IV to the Act and the provisions of the Listing Regulations, at its separate meeting, evaluated the performance of the Chairman, Non-Independent Directors, the Board as a whole and the flow of information between the management and the Board.

NRC carried out the evaluation of performance of each of the Directors, without the presence of the Director being evaluated and the Board carried out a formal evaluation of its own performance and the Board Committees. The Board of Directors had expressed their satisfaction with the evaluation process.

The criteria/parameters laid down for the evaluation of performance of the Independent Directors is provided in the Corporate Governance report, forming part of this Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is forming a part of this Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act in preparation of the Financial Statements for the financial year ended on March 31, 2023 and state:

a. that in the preparation of Annual Accounts for the Financial Year ended as at March 31,2023, the applicable Accounting Standards have been followed along with the proper explanation relating to the material departures;

b. that the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the Financial Year ended as at March 31, 2023 and of the profit and loss of the Company for the Financial Year ended on March 31, 2023;

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

d. that the Directors have prepared the annual accounts on a going concern basis;

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

f. that there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the period under review.

18. PUBLIC DEPOSITS

The Company did not accept any public deposits during the period under review. Therefore, the disclosures as required under the Act and the rules made thereunder, and Master Directions issued by RBI for public deposits are not applicable on the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act forms part of the Notes to the Financial Statements provided in this Annual Report.

20. AUDITORS

a) STATUTORY AUDITORS

In compliance with the relevant provisions of the Companies Act, 2013 read with the rules made thereunder and the circular no. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 issued by the Reserve Bank of India and the related FAQs issued thereafter and based on the recommendation of the Board of Directors, the members in their 28^,h AGM appointed M/s Singhi & Co., Chartered Accountants (Firm Registration no. 302049E) as Statutory Auditors of the Company for a period of 2 (Two) consecutive years, to hold the office of the Statutory Auditors from the conclusion of the 28^th AGM until the conclusion of the 30^th AGM.

M/s Singhi & Co. has conducted the Statutory Audit for the period ended March 31, 2023.

The report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimer given by the Statutory Auditors in their report.

b) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board had appointed M/s Naveen Garg & Associates, Company Secretaries, as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the financial year 202223. The Secretarial Auditors have submitted their report in Form MR-3, which forms part of this Annual Report. There are no observations, reservations or adverse remarks in the Secretarial Audit Report.

Pursuant to Regulation 24A of the Listing Regulations, every listed company shall annex with its annual report the Secretarial Audit Report of its material subsidiaries incorporated in India. In compliance with the said requirement, the Secretarial Audit Report of Capital India Home Loans Limited and Rapipay Fintech Private Limited, the material subsidiaries of the Company, for the financial year 2022-23 forms part of this Annual Report.

c) INTERNAL AUDITOR

The Board had appointed M/s Aneja Associates, Chartered Accountants, as the Internal Auditors to undertake internal audit of the Company for the financial year 2022-23 in terms of the provisions of Section 138 of the Act and the rules made thereunder.

21. COST RECORDS

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable on the Company for the period under review.

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2023 will be available on the website of the Company at https://capitalindia. com.

23. CORPORATE GOVERNANCE REPORT

It has always been the Company''s endeavor to excel better Corporate Governance through fair and transparent practices. The Company has put in place efficient and effective system to ensure proper compliance with statutory and regulatory provisions. The Company understands and respects its fiduciary role and responsibility towards its stakeholder and society at large.

The report on Corporate Governance in accordance with Regulation 34 read with Schedule V to the Listing Regulations and Master Directions is presented in a separate section, forming part of this Annual Report.

A certificate from M/s Arun Gupta & Associates, Company Secretaries confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations is enclosed to Corporate Governance Report.

24. RELATED PARTY TRANSACTIONS

During the period under review, the contracts / arrangements / transactions entered into by the Company with the related parties were on arm''s length basis and in the ordinary course of business, and wherever not, the transaction has been duly approved by the Board. Also, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the particulars of the transactions as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Act are not required to be disclosed.

All the related party transactions entered are disclosed in Note 35 of Financial Statements of the Company forming part of this Annual Report. In terms of Section 188 of the Act read with the rules framed thereunder and Regulation 23 of the Listing Regulations, your Company has in place Policy on Related Party Transactions dealing with Related Party Transaction. The policy is placed on the website of the Company at https://capitalindia.com.

25. CODE OF CONDUCT

The Board has approved a Code of Conduct for Board of Directors and Senior Management Personnel which has been placed on the website of the Company at https://capitalindia.com.

The Code of Conduct lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in workplace, in business practices and in dealing with stakeholders. All the members of the Board and the Senior Management Personnel have confirmed compliance with the Code of Conduct.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and accordingly, pursuant to the provisions of Section 177(9) & (10) of the Act read with the rules made thereunder and pursuant to the provision of the Listing Regulations and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), the Company has established and implemented a Vigil Mechanism within the Company to be known as the ''Vigil Mechanism / Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behavior and actual or suspected fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of the whistle blower who avails the mechanism and provides direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, the Vigil Mechanism / Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Vigilance and Ethics Officer or the Chairman of the Audit Committee of the Company in exceptional cases.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing and protect employees who are willing to raise a concern about serious irregularities within the Company.

During the period under review, no complaint of unethical or improper activity was reported to the Company.

27. COMPLIANCE WITH THE REGULATIONS ISSUED BY THE RESERVE BANK OF INDIA

The Company continues to fulfill the norms and standards laid down under the Master Directions and the other applicable regulations issued by the Reserve Bank of India, from time to time.

28. PREVENTION OF INSIDER TRADING

In accordance with the PIT Regulations, the Company has formulated and approved (i) an Insider Trading Code to regulate dealing in the securities of the Company by designated persons in compliance with the regulations; and (ii) a Policy for Fair Disclosure of Unpublished Price Sensitive Information. The Board is responsible for the implementation of this Code. Mr. Rachit Malhotra, Chief Compliance Officer & Company Secretary of the Company, is Compliance Officer for the purposes of Insider Trading Code.

The Code and Policy can be accessed from the website of the Company at https://capitalindia.com.

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

Your Company is into the business of Non-Banking Financial Services and is not involved in any manufacturing activity. The information as applicable and required to be provided under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given hereunder:

a) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy - The operations of your Company are not energy- intensive. However, adequate measures have been initiated for conservation of energy.

(ii) Steps taken by the Company for utilizing alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

(iii) Capital investment on energy conservation equipment - Nil

b) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

(a) the details of technology imported - Not Applicable

(b) the year of import - Not Applicable

(c) whether the technology has been fully absorbed - Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

(e) Expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of foreign exchange and the earnings and outgo in foreign currencies are as under:

(INR In Lakhs)

Particulars	For the year ended
	31.03.2023	31.03.2022
Earnings in foreign currency
Export of foreign currencies	866.05	30,160.16
Commission received (Forex)	11.77	8.66
Commission received (Western Union)	21.70	-
Outgo in foreign currency
Professional fees	-	1.82
Printing & Stationery	-	0.15

30. FRAUD REPORTING

There was no fraud reported by the Statutory Auditors of the Company, under Section 143(12) of the Act and the rules made thereunder to the Audit Committee or Board during the period under review.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

33. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions prescribed under Section 135 of the Act, your Company constituted a Corporate Social Responsibility (CSR) Committee. The Board of Directors laid down the CSR Policy, covering the objectives, focus areas, governance structure and monitoring & reporting framework among others.

Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report. The CSR Policy is placed on the website of the Company at https://capitalindia.com and a brief outline of the policy and the Annual Report on CSR activities is appended in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

34. CREDIT RATING

During the period under review, the Company has maintained its rating of ''A- / Stable outlook'' by Acuite Ratings and Research Limited (Rating Agency) for raising Long-term debt of upto INR 775 Crore and Non-Convertible Debentures of INR 110 Crore and maintained the rating of ''A2 '' for Short-Term debt of INR 25 Crore. During the period under review, the Company has duly repaid two Non-Convertible Debentures for a cumulative value of INR 40 Crore and consequently the rating for said Non-Convertible Debentures of value INR 40 Crores is withdrawn.

35. CONSOLIDATED FINANCIAL STATEMENTS

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section 129(3) of the Act read with the applicable Indian Accounting Standards ("Ind AS”) and Listing Regulations. As required under the Ind AS, notified under Section 133 of the Act and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of the Company with its Subsidiaries are included in this Annual Report.

The Annual Report including the Balance Sheet, Statement of Profit & Loss, other statements and notes thereto is available on the Company''s website at https://capitalindia.com.

36. RISK MANAGEMENT

The Risk Management Committee constituted by the Board, has framed and implemented a Risk Management framework depicting the process for loan proposal approval, loan management post disbursement and day to day monitoring to manage credit risk. It sets out the standards helpful in achieving a high-quality loan portfolio with optimal returns.

The framework is periodically reviewed and enhanced in response to changes in the external environment and business processes.

37. HUMAN RESOURCE-INITIATIVES

During the period under review, your Company has strengthened its Management team and Core Leadership team to steer the Company''s business conscientiously and diligently.

The beginning of the financial year saw the subsiding impact of Covid-19 and appropriate systemic steps were taken to help employees return to work safely.

Efforts have been put in place to attract the best talent from the industry to build a strong foundation. The Company has taken initiatives in the direction of developing and driving the culture of high performance and meritocracy. The Company has provided various training and programmes for the enhancement of skills and capabilities of the Management team and the employees at all levels of the organisation. The automation of HR through various technology interventions is currently under progress, and some of the core HR activities are being digitalized, supporting the rapid growth of our workforce and attaining the goal of improved employee experience and working towards a paperless environment.

Your Company provides an employee-friendly environment where employees are empowered and given an opportunity to demonstrate their talent, that eventually boosts their career growth in the Company.

There were 513 permanent employees on the rolls of the Company as on March 31, 2023.

38. LISTING OF SECURITIES

The Equity Shares and the Debt Securities of the Company are listed on BSE Limited. The Annual Listing Fee for the Financial Year 202223 has been duly paid to BSE Limited.

39. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

40. EMPLOYEE STOCK OPTIONS SCHEME

In order to motivate, incentive and reward employees, your Company has instituted the Employee Stock Option Scheme in the name of CIFL Employee Stock Option Plan - 2018 ("CIFL ESOP Plan”). The NRC monitors the CIFL ESOP Plan. The CIFL ESOP Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations”) including any amendment thereto. Relevant disclosures pursuant to SEBI SBEBSE Regulations, as on March 31, 2023 are available on the website of the Company at https://capitalindia.com.

A certificate with respect to the implementation of CIFL ESOP Plan in compliance with SEBI SBEBSE Regulations would be presented before the members in the ensuing AGM of the Company and a copy of the same shall be available for inspection at the registered office and the corporate office of the Company during the working hours.

There has been no material change in the CIFL ESOP Plan during the period under review.

41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

The Business Responsibility & Sustainability Reporting ("BRSR”) of your Company for the year 2022-23 forms part of this Annual Report as required under Regulation 34(2) (f) of the Listing Regulations and is appended as "Annexure IV”.

42. WEBSITE

The Company''s website https://capitalindia.com/ provides information about the businesses carried on by the Company. It is the primary source of information to all the stakeholders of the Company and the general public at large. It also contains the Financial Results, Annual Reports, CSR, various Policies adopted by the Board and other general information about the Company and such other disclosures as required under various applicable regulations. In accordance with the Liquidity Risk Management Framework for Non-Banking Financial Companies, the Company on a quarterly basis provided a public disclosure on liquidity risk on its website.

43. OTHER DISCLOSURES

Your Directors states that no disclosure or reporting is required in respect of the following items during the period under review:

a) The Company has not bought back any of its securities;

b) The Company has not issued any bonus shares;

c) The Company has not issued any sweat equity shares;

d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

e) The Company is not liable to transfer amount of dividend lying in the unpaid dividend account to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 125 of the Act;

f) There was no revision in the financial statements between the end of the financial year and the date of this report;

g) No application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year; and

h) During the financial year 2022-23, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 8(5)(xii) of Companies (Accounts) Rules, 2014, 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.

44. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company objective, projections, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations.

45. ACKNOWLEDGMENTS

Your Directors would gratefully like to place their appreciation for the assistance and co-operation received from the Company''s bankers during the period under review. The Directors also acknowledge, with appreciation, the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support from all the investors of the Company.

By order and on behalf of the Board

Capital India Finance Limited

Dr. Harsh Kumar Bhanwala Keshav Porwal

Executive Chairman Managing Director

DIN: 06417704 DIN: 06706341

Place: San Diego, USA Place: Mumbai

Date: April 28, 2023

1

Step-down Subsidiary through Rapipay Fintech Private Limited > Joint Venture / Associate Company

The Company does not have any associate or joint venture during the period under review. However, in accordance with the applicable provisions of the Indian Accounting Standards, Credenc Web Technologies Private Limited, an associate of subsidiary of the Company, Capital India Home Loans Limited, was an associate of the Company as on March 31, 2023.

Note:

• As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on Standalone Financial Statements basis. A report on the performance and financial position of each of the Company''s Subsidiary as per Section 129(3) of the Companies Act, 2013 ("Act"), read with the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached as Annexure I to the Board''s Report.

• As required under Regulation 16(1)(c) and 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations”), the Board has approved and adopted the Policy for determining Material Subsidiaries. The Policy is available on the Company''s website at https://capitalindia.com. Also, details of the Material Subsidiary(ies) are given in the Corporate Governance Report which is annexed to and forms an integral part of this Board''s Report.

• The standalone audited financial statements of each of the subsidiary of the Company are available on the Company''s website at https://capitalindia.com under the "Investors” tab. Members interested in obtaining a copy of financial statements of the subsidiaries may write to the Chief Compliance Officer & Company Secretary at [email protected].

• The Annual Report of the Company, containing therein its Financial Statements would be placed on the website of the Company at https://capitalindia.com under the "Investors” tab.

8. DIVIDEND DISTRIBUTION POLICY

Your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The said Policy is available on the website of the Company at https://capitalindia.com under the "Investors” tab.

9. DIVIDEND

In line with the Dividend Distribution Policy of the Company, your Directors are pleased to recommend a final dividend of INR 0.10 (Indian Rupee Ten Paisa only) per Equity Share having face value of INR 10 (Indian Rupees Ten only) each, for the FY 2022-23, payable to shareholders of the Company whose names appear in the Register of Member as on the Record Date i.e. Friday, September 15, 2023. The

---

Mar 31, 2018

DIRECTOR REPORT'S

To,

The Members,

CAPITAL INDIA FINANCE LIMITED

(FORMERLY KNOWN AS BHILWARA TEX-FIN LIMITED)

Your directors have pleasure in presenting their 24th Annual Report together with the Audited Financial Statements (both Standalone and Consolidated) for the Financial Year ended on March 31, 2018 ("FY 2017-18" or "period under review"). The summarised Consolidated and Standalone financial performance of your Company is as follows:

1. FINANCIAL RESULTS
 (Amount in Rs.)

Particulars	Consolidated*		Standalone
Â	Year ended 31st March, 2018	Year ended 31st March, 2017	Year ended 31st March, 2018	Year ended 1st March, 2017
Total Income	26,04,60,113	NA	25,70,90,477	8,78,21,461
Total Expenditure	21,61,13,566	NA	21,06,34,455	8,33,67,339
Profit before tax	4,43,46,547	NA	4,64,56,022	44,54,122
Provision for tax (including Deferred Tax)	164,59,174	NA	1,69,69,426	21,02,197
Profit after tax	2,78,87,373	NA	2,94,86,596	23,51,925
Add: Profit and Loss account balance brought forward from previous year	26,46,488	NA	26,46,488	7,64,948
Transfer to Special Reserve under Section 45- IC of the RBI Act, 1934	58,97,319	NA	58,97,319	4,70,385
Surplus carried to Balance Sheet	2,46,36,542	NA	2,62,35,765	26,46,488

* The Company did not have any subsidiaries as on year ended March 31, 2017 and therefore, the consolidated figures are given for the Financial Year ended on March 31, 2018 in which the Company has 5 subsidiaries.

2. RESERVES

In order to comply with the provisions of Reserve Bank of India Act, 1934, the Company has transferred Rs. 58,97,319/-(Rupees Fifty Eight Lakhs Ninety Seven Thousand Three Hundred and Nineteen only) to Special Reserve Funds under Section 45-IC of the RBI Act, 1934 and has also made provision of Rs. 10,41,140/-(Rupees Ten Lakhs Forty One Thousand and One Hundred Forty Only) for Standard Assets during the year under review. Total provisions for Standard Assets of the Company at the Financial Year ended March 31, 2018 is Rs. 41,57,750/- (Rupees Forty One Lakhs Fifty Seven Thousand Seven Hundred and Fifty only). Except as mentioned above, no amount was transferred to any reserve by the Company during the year under review.

3. SHARE CAPITAL

During the year under review, the Company had increased its authorised share capital to Rs. 2,14,00,00,000/- (Rupees Two Hundred Fourteen Crores only) from Rs. 4,00,00,000/- (Rupees Four Crores only). The increased share capital was approved by the shareholders through e-voting and postal ballot on January 27, 2018.

Consequently, the paid-up share capital and authorised share capital of the Company stands at Rs. 3,50,27,000/- (Rupees Three Crores Fifty Lacs and Twenty Seven Thousand only) and Rs. 2,14,00,00,000/- (Rupees Two Hundred Fourteen Crores only) respectively.

4. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Your directors intend to strengthen its core business operations in order to make the Company more profitable in the upcoming year. During the period under review, the name of the Company was changed from Bhilwara Tex - Fin Limited to Capital India Finance Limited. Further, your Company's entire Management and Control was changed during the year as Sainik Mining and Allied Services Limited, erstwhile promoters of the Company had divested their stake in favour of Capital India Corp LLP by adhering to the procedure laid down under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, RBI Master Directions for NBFCs and all other applicable laws.

During the year under review, the Company was engaged into the business of financing and doing investments as Non -Banking Financial Company without accepting public deposit for which the Certificate of Registration was obtained from the Department of Non-Banking Supervision, Reserve Bank of India. The Company had provided / taken inter-corporate loans and investments in ordinary course of business at Arm's Length Price (ALP), which forms part of the Financial Statements enclosed with this Annual Report.

On standalone basis, the Company's total income during FY 2017-18 was Rs. 25,70,90,477/-(Rupees Twenty Five Crores Seventy Lakhs Ninety Thousand Four Hundred and Seventy Seven only) as compared to Rs. 8,78,21,461/- (Rupees Eight Crores Seventy Eight Lakhs Twenty One Thousand Four Hundred and Sixty One only) in FY 2016-17 and the Company has earned a Profit Before Tax (PBT) of Rs. 4,64,56,022/-(Rupees Four Crores Sixty Four Lakhs Fifty Six Thousand and Twenty Two only) in FY 2017-18 as compared to Rs. 44,54,122 /-(Rupees Forty Four Lakhs Fifty Four Thousand One Hundred and Twenty Two only) in FY 2016-17. Further, the Company did not have any subsidiaries in the FY 2016-17 but during the period under review, the Company had incorporated 5 wholly owned subsidiary companies with an aim to further expand its business activities. The Financial Statements forming part of this Annual Report also includes the Consolidated Financial Statements for the FY 2017-18.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business activity of the Company during the period under review. The Company has however, formed 5 wholly owned subsidiaries with an aim to expand its business activities in financial services, details of which are given below in Para 6.

6. HOLDING & SUBSIDIARY COMPANY
 i) Holding Company

Your Company does not have any holding company
 ii) Subsidiary Companu

Your Company has following 5 subsidiaries:

S.NO	Company's name	Shareholding
1	Capital India Home Loans Limited	100%
2	Capital India Asset Management Private Limited	100%
3	Capital India Wealth Management Private Limited	100%
4	CIFL Holdings Private Limited	100%
5	CIFL Investment Manager Private Limited	100%

Note:

As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on Standalone Financial Statements and a Report on Performance and Financial Position of each of the subsidiaries, as included in the Consolidated Financial Statements, is presented herewith in Form AOC-I as Annexure-I.

• In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company at http://capitalindia.com under the "Investors" tab.

7. DIVIDEND

Your Directors recommend a final dividend of Rs. 1/- per equity share for the Financial Year 2017-18. The final dividend on the 35,02,700 equity shares, if approved by the members of the Company at the ensuing Annual General Meeting, would entail an outflow of Rs. 35,02,700/- (Thirty Five Lakhs Two Thousand and Seven Hundred Only) towards dividend and Rs. 7,13,069/- (Rupees Seven Lakh Thirteen Thousand and Sixty Nine only) towards dividend distribution tax @20.36%, resulting in a total outflow of Rs. 42,15,769/- (Rupees Forty Two Lakhs Fifteen Thousand Seven Hundred and Sixty Nine only).

8. INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Control System with reference to financial statements. The Company also has in place an Internal Control System, commensurate with the size, scale and complexity of its operations.

The Directors had laid down Internal Financial Controls Procedures to be followed by the Company which ensure compliance with various policies, practices and statutes, keeping in view the organization's pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, is vested with the powers to evaluate the adequacy and effectiveness of Internal Financial Control System of the Company, thereby ensuring that:-

1. Systems have been established to ensure that all transactions are executed in accordance with management's general and specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles (GAAP) or any other criteria applicable to such Statements, and to maintain accountability for effectively and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified /checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Appropriate systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's various policies as listed on the website and otherwise disseminated internally.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Board of Directors

As on March 31, 2018, the Board of Directors consists of following 9 directors:

Sr. No	Name	DIN	Designation	Details
1.	Mr. Vinod Kumar Somani	00327231	Independent Director	He was appointed as an Additional Director in the capacity of Non - Executive Independent Director of the Company w.e.f. December 20, 2017, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.
2.	Mr. Achal Kumar Gupta	02192183	Independent Director	He was appointed as an Additional Director in the capacity of Non - Executive Independent Director of the Company w.e.f. December 20, 2017, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.
3.	Ms. Promila Bhardwaj	06428534	Independent Director	She was appointed as an Additional Director in the capacity of Non - Executive Independent Director of the Company w.e.f. December 20, 2017, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.
4.	Mr. Keshav Porwal	06706341	Managing Director	He was appointed as an Additional Director of the Company and subsequently designated as the Managing Director of the Company we.f. November 27, 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.
5.	Mr. Amit Sahai Kulshreshtha	07869849	Executive Director and CEO	He was appointed as an Additional Director of the Company and subsequently designated as the Chief Executive Officer of the Company we.f. November 27, 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.
6.	Mr. Vineet Kumar Saxena	07710277	Non- Executive Director	He was appointed as an Additional Director of the Company in the capacity of Non -Executive Director of the Company w.e.f. November 27, 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.
7.	Mr. Rahul Rameshkumar Jain	07541089	Non- Executive Director	He was appointed as Non-Executive Director on the Board of the Company w.e.f. January 27, 2017. His appointment was duly approved by the shareholders as Independent Director of the Company through postal ballot dated August 10, 2017 and later on his designation was changed to Non- Executive director of the Company w.e.f. November 27, 2017. He is eligible to retire by rotation at the ensuing Annual General Meeting of the Company and has tendered his unwillingness to be re-appointed as director of the Company and therefore will retire at the ensuing Annual General Meeting of the Company.
8.	Ms. Shraddha Kamat Suresh	07555355	Non- Executive Director	She has been appointed as an Additional Director of the Company in the capacity of Women Non - Executive Director of the Company w.e.f. November 27, 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.
9.	Mr. Subodh Kumar	07781250	Non- Executive Director	He was appointed as an Additional Director of the Company in the capacity of Non -Executive Director of the Company w.e.f. November 27, 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

ii. Ceased directorships during the year:

Mr. Satish Kumar Sharma, Director of the Company had tendered his resignation from the Board w.e.f. November 27, 2017 due to change in management of the Company.

Mr. Samai Singh and Ms. Seema Kumari, being the Independent Directors of the Company had also tendered their resignation from the Board w.e.f. November 27, 2017 due to change in management of the Company.

iii. Declaration of Independence:

Pursuant to the provisions of Section 149 of the Act, Mr. Achal Kumar Gupta, Mr. Vinod Kumar Somani and Ms. Promila Bhardwaj were appointed as Independent Director(s) of the Company. They have submitted a declaration that each of them meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year. Further, none of the directors of your Company are disqualified under the provisions of Section 16(2)(a) & (b) of the Companies Act, 2013. During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. As required under regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the information on the particulars of the Directors proposed for appointment / re-appointment has been given in the Notice of the Annual General Meeting.

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rahul Rameshkumar Jain, Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and has tendered his unwillingness to be re-appointed as the director of the Company and therefore shall retire at the ensuing Annual General Meeting. The matter has been placed for noting by members at the ensuing Annual General Meeting, details of which are given in the Notice of Annual General Meeting.

v. Change in Key Managerial Personnel

During the period under review, Mr. Himmat Singh Bedla, Chief Executive Officer, Mr. Sukomal Bhuniya,

Chief Financial Officer of the company had resigned w.e.f November 27, 2017. Ms. Archana Aggarwal,

Company Secretary of the Company had resigned w.e.f. January 11, 2018.

Mr. Keshav Porwal was appointed and designated as Managing Director w.e.f. November 27, 2017.

Mr. Amit Sahai Kulshreshtha was appointed and designated as Chief Executive Officer w.e.f. November 27, 2017.

Mr. Neeraj Toshniwal was appointed and designated as Chief Financial Officer w.e.f January 11, 2018. Mr. Rachit Malhotra was appointed and designated as the Company Secretary & Compliance

Officer of the Company w.e.f January 11, 2018.

As on March 31, 2018, the Company had following Key Managerial Personnel (KMPs) as per provisions of the Companies Act, 2013 and the Rules framed thereunder:-

Mr. Keshav Porwal - Managing Director

Mr. Amit Sahai Kulshreshtha - Chief Executive Officer

Mr. Neeraj Toshniwal - Chief Financial Officer

Mr. Rachit Malhotra - Company Secretary vi. Board Meetings

During the financial year 2017-18, eleven (11) board meetings were held and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

vii. Committees of the Board

The following are 9 Committees constituted by the Board:

i) Audit Committee;

ii) Stakeholder Relationship Committee;

iii) Nomination and Remuneration Committee;

iv) Management Committee;

v) Risk Management Committee;

vi) Credit Committee;

vii) Asset-Liability Committee;

viii) Investment Committee; and

ix) Right Issue Committee.

viii. The Composition of Board and Committees were as is under:

S.NO	Committee meeting	Composition
1	Audit Committee	Mr. Vinod Kumar Somani (Chairman) Mr. Achal Kumar Gupta (Member) Mr. Vineet Kumar Saxena (Member)
2	Nomination and Remuneration Committee	Mr. Achal Kumar Gupta (Chairman) Mr. Vinod Kumar Somani (Member) Mr. Vineet Kumar Saxena (Member)
3	Stakeholders Relationship Committee	Mr. Vinod Kumar Somani (Chairman) Mr. Achal Kumar Gupta (Member) Mr. Vineet Kumar Saxena (Member)
4	Investment Committee	Mr. Achal Kumar Gupta (Chairman) Mr. Keshav Porwal (Member) Mr. Amit Sahai Kulshreshtha (Member)
5	Risk Management Committee	Mr. Achal Kumar Gupta (Chairman) Mr. Keshav Porwal (Member) Mr. Amit Sahai Kulshreshtha (Member)
6	Asset-Liability Committee	Mr. Vinod Kumar Somani (Chairman) Mr. Keshav Porwal (Member) Mr. Amit Sahai Kulshreshtha (Member)
7	Management Committee	Mr. Keshav Porwal (Chairman) Mr. Amit Sahai Kulshreshtha (Member) Mr. Vineet Kumar Saxena (Member)
8	Credit Committee	Mr. Keshav Porwal (Member) Mr. Amit Sahai Kulshreshtha (Member) Mr. Vineet Kumar Saxena (Member)
9	Right Issue Committee	Mr. Vinod Kumar Somani (Chairman) Mr. Keshav Porwal (Member) Mr. Amit Sahai Kulshreshtha (Member)

ix. Board and Committee Meetings

Details of meetings of Board and various committees along with dates are as below:

S. No	Board / Committee	No. of meetings	Date of Meetings
1	Board Meeting (BM)	11	17 April 2017
			29 May 2017
			03 June 2017
			03 July 2017
			10 August 2017
			30 August 2017
			13 November 2017
			27 November 2017
			20 December 2017
			11 January 2018
			14 February 2018
2	Audit Committee (AC)	4	29 May 2017
			10 August 2017
			13 November 2017
			14 February 2018
3	Stakeholder Relationship Committee (SRC)	6	07 April 2017
			17 April 2017
			31 May 2017
			22 July 2017
			02 August 2017
			02 September 2017
4	Nomination and Remuneration Committee (NRC)	4	29 May 2017
			10 August 2017
			13 November 2017
			27 November 2017

Note: No meeting held for Risk Management Committee; Credit Committee; Asset-Liability Committee; Investment Committee; and Right Issue Committee during FY 2017-18.

x. Attendance of directors/members at board and committee meetings

As per Standard 9 of the Secretarial Standard on Meetings of the Board of Directors ('SS-1') issued by the Institute of Company Secretaries of India ('ICSI'), the attendance of Directors at Board and Committee meetings held during the Financial Year 2017-18 is provided as under:

Name of Director	Board Meeting	Audit Committee Meeting	Stakeholders Relationship Committee	Nomination and Remuneration Committee
Mr. Vinod Kumar Somani	3	1	-	-
Mr. Achal Kumar Gupta	3	1	-	-
Ms. Promila Bhardwaj	3	NA	NA	NA
Mr. KeshavPorwal	4	NA	NA	NA
Mr. Amit Sahai Kulshreshtha	4	NA	NA	NA
Mr. Vineet Kumar Saxena	4	1	-	-
Mr. Rahul Rameshkumar Jain	7	3	6	3
Ms. Shraddha Kamat Suresh	1	NA	NA	NA
Mr. Subodh Kumar	3	NA	NA	NA
Mr. Satish Kumar Sharma	8	3	6	NA
Mr. Samai Singh	8	NA	NA	4
Ms. Seema Kumari	8	3	6	4

10 COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND EVALUATION

The Board had formulated an Evaluation Policy (the Policy) for evaluating the performance of the Board, Managing Director, Executive Directors, Independent Directors, Non-executive Directors and its Committees. Since the management had undergone a change, performance evaluation of the directors could not be done for the period under review and the same is proposed to be done during the year 2018-19.

The Policy safeguards the interest of the Company and to ensure compliance of applicable provisions of the Act (defined hereinafter) and the Listing Regulations (defined hereinafter) (as amended or re-enacted from time to time) relating to the evaluation of performance of the Directors, the Board and its Committees on an annual basis;

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

• Expertise;

• Objectivity and Independence;

• Concern for stakeholders;

• Concern for working of the internal controls;

• Understanding of the Company's business;

• Leadership initiatives in terms of new ideas, planning for the Company and undertaking additional responsibilities;

• Team work attributes;

• Safeguarding confidential information;

• Rendering independent and unbiased opinions;

• Understanding and commitment to duties and responsibilities;

• Understanding the company and its unique requirements

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

• Participation in discussions in effective and constructive manner;

The evaluation involves self-evaluation by the Board members and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of directors and senior management and to fix their remuneration. The Nomination and Remuneration Policy can be viewed here http://capitalindia.com.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) and have been appended as Annexure - II to this report. Further, details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Rules are available at the registered office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request.

11 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace in accordance with the applicable laws for all employees of the Company to inter alia ensure that the employees are not subject to any form of sexual harassment and to constitute the Internal Complaints Committee. Your company is fully committed to protect the rights of any women, of any age, whether employed or not, who alleges to have been subjected to any act of sexual harassment within the Company's premises. Your Company provides a safe and healthy work environment.

The Policy was approved and made effective by the Board from its meeting dated May 03, 2018. However, there were no cases reported otherwise, during the year ended on March 31, 2018 of sexual harassment.

12 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

13 DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the Financial Statements for the Financial Year ended on March 31, 2018 and state:

a. That in the preparation of Annual Accounts for the Financial Year ended as at March 31, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures.

b. That the directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the Financial Year ended as at March 31, 2018 and of the profit and loss of the Company for the Financial Year ended on March 31, 2018.

c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud or other irregularities.

d. That the directors have prepared the annual accounts on a going concern basis.

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

f. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2017-18.

14 PUBLIC DEPOSITS

The Company did not accept any public deposits during the year under review. Therefore, the disclosures as required under the Companies Act, 2013 and the Rules framed thereunder, and RBI Directions are not applicable.

15 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this report.

16 AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The Board of Directors had appointed M/s Divyank Khullar & Associates, Chartered Accountants,

(Firm Regn. No. : 025755N), for the FY 2017-18 to carry out the statutory audit for the period under review. The Statutory Auditors submitted their Report on the Financial Statements (both standalone and consolidated), which forms part of this Annual Report.

The Board of Directors had appointed M/s Naveen Garg & Associates, Company Secretaries in

Practice, for the FY 2017-18 in terms of provisions of section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the purpose of carrying out the secretarial audit of the Company. The Secretarial Auditors submitted their Report in Form MR-3, which forms part of this Annual Report.

Further, the Statutory Auditors' report and Secretarial Auditors' report do not contain any qualifications, reservations or adverse remarks.

17 AUDITORS

a) STATUTORY AUDITORS:

M/s Divyank Khullar & Associates, Chartered Accountants, (Firm Regn. No.:- 025755N), Statutory Auditors of the Company tendered resignation on May 2, 2018. Basis this, pursuant to provisions of Section 139 (8), the Board at the meeting held on May 03,2018 appointed , M/s. Deloitte Haskins & Sells, LLP (Firm Regn. No.:- 117366W/W100018) as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s Divyank Khullar & Associates, Chartered Accountants. The members, at the ensuing Annual General Meeting proposed to be held on June 02, 2018 shall consider approving the appointment of M/s. Deloitte Haskins & Sells, LLP as Statutory Auditor to hold office till ensuing Annual General Meeting.

Further, M/s. Deloitte Haskins & Sells, LLP (Firm Regn. No.:- 117366W/W100018) have offered themselves for appointment as Statutory Auditors to hold office from the date of conclusion of the 24th AGM of the Company till the date of conclusion of 29th Annual General Meeting. The Company has obtained a written consent from M/s. Deloitte Haskins & Sells, LLP (Firm Regn. No.: 117366W/ W100018) for their appointment. A certificate from them has been received to the effect that their appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The Auditors have subjected themselves for the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the "Peer Review Board" of ICAI.

b) SECRETARIAL AUDITOR

The Board of Directors at their meeting held on May 03, 2018 re-appointed M/s. Naveen Garg & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2018-19 in terms of provisions of section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

c) INTERNAL AUDITOR

The Board of Directors has, at its meeting held on 3 May 2018 appointed M/s. Aneja Associates, Chartered Accountants, as the Internal Auditor to undertake Internal Audit of the Company for Financial Year 2018-19 in terms of provisions of section 138 of the Companies Act, 2013.

18 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure III".

19 CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. The Company is having a paid up equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore, and hence, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Corporate Governance Requirements provided under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to your Company.

20 RELATED PARTY TRANSACTIONS

During the year under review, the main business of the Company was financing & investment and granting loans. All related party transactions entered into with related parties were placed before the Audit Committee for their approval in the meeting of Board and Audit Committee dated May 03, 2018. The Audit Committee decided that such transactions are in the ordinary course of business and are on arm's length basis. None of the transactions with related parties fall under the scope of section 188(1) of the Companies Act, 2013. Even though the provisions of Companies Act, 2013 read with rules made thereunder regarding related party transactions are not attracted to such transactions as these are in ordinary course of business and on an arm's length basis, some transactions were material related party transaction by virtue of the Listing Regulations and hence, the Board and Audit Committee ratified them.

All related party transactions so entered are disclosed in Note no. 29 of Financial Statements of the Company as attached herewith. Information on all transactions with related party pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are also annexed in Form AOC-2 and the same forms part of this report.

The Policy relating to related party transactions duly approved by the Board of Directors of the Company has been placed on the Company's website http://capitalindia.com.

21 CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Company's website http://capitalindia.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board members and the Senior Management personnel have confirmed compliance with the Code.

22 VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the rules made thereunder and pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Company has established a Vigil Mechanism to be known as the Vigil Mechanism Policy' for its Directors and Employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of Whistle Blower who avails the mechanism and also provides direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, Vigil Mechanism Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Officer or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

During the Financial Year 2017-18, no such complaint of unethical or improper activity has been received by the Company

23 PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

The Code can be viewed here http://capitalindia.com/ .

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

a) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy - The operations of your Company are not energy-intensive. However, adequate measures have been initiated for conservation of energy.

(ii) Steps taken by the Company for utilising alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

(iii) Capital investment on energy conservation equipment - Nil

b) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed; and

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof (iv) Expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were following foreign exchange transactions:

1. Earnings: Nil

2. Outgo: Rs. 20,44,853.04/-

25 FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143( 12) of the Companies Act, 2013 to the Board of Directors during the year under review.

26 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future. It is to be noted that pursuant to the approval of appropriate authorities, Sainik Mining and Allied Services Limited, erstwhile promoters of the Company had divested their stake in favour of Capital India Corp LLP as a result of which there was a change in management and control of the Company by following the procedures laid down under the applicable laws.

27 MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are material changes and commitments affecting the financial position of the Company which, inter-alia includes the following:

1. Company has changed the name of the Company from Bhilwara Tex-Fin Limited to Capital India Finance Limited, the same has been approved by the shareholders through Postal Ballot on January 27, 2017. Company has received the fresh Certificate of Incorporation from the Registrar of Companies, NCT of Delhi & Haryana for the same.

2. Company has shifted its registered office from 129, Transport Centre, New Rohtak Road, Punjabi Bagh, New Delhi -110035 to 2nd Floor, DLF Centre, Sansad Marg, New Delhi -110001 on December 20, 2017.

3. Company had undergone change of management, which had been duly approved by the appropriate stakeholders and authorities which includes the approval of Reserve Bank of India and Securities Exchange Board of India.

4. Company had during the year under review proposed an issue of securities on Rights basis but the same was withdrawn on April 25, 2018.

5. Company has incorporated five wholly owned subsidiaries namely:

a. Capital India Home Loans Limited

b. Capital India Wealth Management Private Limited

c. Capital India Asset Management Private Limited

d. CIFL Holdings Private Limited

e. CIFL Investment Manager Private Limited

28 CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, provision of section 135 and Schedule VII of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to our Company. Hence, details of expenditures on CSR activities are not required to be furnished.

29 CREDIT RATING

There was no credit rating obtained from any agency during the period under review.

30 CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements are provided in this annual report which have been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI).

31 RISK MANAGEMENT

The Risk Management Committee constituted by the Board of Directors of the Company has framed and implemented a Risk Management framework depicting the process for loan proposal approval, loan management post disbursement and day to day monitoring to manage credit risk. It sets out the standards helpful in achieving a high-quality loan portfolio with optimal returns.

32 HUMAN RESOURCE-INITIATIVES

During the year under review, your Company has strengthened its Management team and Core Leadership team to steer the Company's business conscientiously and diligently. Efforts has been put in to attract the best Talent from Industry to build a strong foundation.

Your Company provides an employee friendly environment where employees are empowered and given an opportunity to demonstrate their talent, that eventually boost their career growth in the Company.

33 LISTING OF SECURITIES

Presently, the Securities of the Company are listed on BSE Limited, Mumbai. The listing fee for the Financial Year 2018-19 has been paid.

34 COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

Your Company has complied with the applicable provisions of the Secretarial Standards -1 (SS-1) on Meetings of the Board of Directors issued by The Institute of Company Secretaries of India (ICSI).

35 GENERAL DISCLOSURES

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

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

2. There was no issuance of any shares/options to the employees under the Employees Stock Option Scheme (ESOS) or Employees Stock Purchase Scheme (ESPS);

3. Issue of sweat equity shares;

4. There was no revision in the Financial Statements;

5. There was no change in the nature of business.

It is hereby intimated that your Company had initiated the procedure for issuance of Equity Shares of Rs. 525 crores to the existing shareholders on right issue basis. The proposed issue was withdrawn on April 25, 2018.

36 ACKNOWLEDGEMENTS

Your directors would gratefully like to place their appreciation for the assistance and co- operation received from the Company's bankers during the year under review. The directors also acknowledge with appreciation the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support from all the investors of the Company.

By order and on behalf of the Board Capital India Finance Limited (Formerly known as Bhilwara Tex-Fin Limited) Â
Sd/- Keshav Porwal Managing Director DIN - 06706341	Sd/- Amit Sahai Kulshreshtha Director & CEO DIN - 07869849
Place: New Delhi Date: May 03, 2018	Â

Annexure-I Form AOC-I

Statement containing salient features of the Financial Statement of Subsidiaries / Associate Companies / Joint Ventures

(Pursuant to first proviso to Sub-Section (3) of Section 129 of Companies Act. 2013 read with Rule 5 of Companies (Accounts) Rules. 20141

SR. No.	Name of subsidiary companies	Capital India Home Loans Limited	Capital India Wealth Management Private Limited	Capital India Asset Management Private Limited	CIFL Holdings Private Limited	CIFL Investment Manager Private Limited
1	The date since when subsidiary was acquired	11 August 2017	29 August 2017	12 September 2017	18 September 2017	14 September 2017
2.	Reporting year for the subsidiary	31 March 2018	31 March 2018	31 March 2018	31 March 2018	31 March 2018
3.	Reporting currency and exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable
4.	Share Capital	150,000,000	100,000	100,000	100,000	100,000
5.	Reserves & surplus	(1,471,308)	(31,985)	(32,010)	(31,960)	(31,960)
6.	Total Assets	152,662,557	99,950	99,925	99,975	99,975
7.	Total Liabilities	4,133,865	31,935	31,935	31,935	31,935
8.	Investments	-	-	-	-	-
9.	Turnover	3,369,636	-	-	-	-
10.	Profit before tax	(1,981,560)	(31,985)	(32,010)	(31,960)	(31,960)
11.	Provision for tax	(510,252)	-	-	-	-
12.	Profit after tax	(1,471,308)	(31,985)	(32,010)	(31,960)	(31,960)
13.	Proposed dividend	0%	0%	0%	0%	0%
14.	% of shareholding	100%	100%	100%	100%	100%

 

Sr. No.	Name of subsidiary companies	Net Assets (i.e. Total Assets Less Total Liabilities		Share in profit & loss
		As a % of Consolidated Assets	Amount	% of profit or loss	Amount
Â	Parent	Â	Â	Â	Â
Â	Capital India Finance Limited	31.69%	6,90,18,874	105.73%	2,94,86,596
Â	Subsidiaries	Â	Â	Â	Â
Â	Indian:	Â	Â	Â	Â
1.	Capital India Home Loans Limited	68.19%	14,85,28,692	-5.28%	(14,71,308)
2.	Capital India Wealth Management Private Limited	0.03%	68,015	-0.11%	(31,985)
3.	Capital India Asset Management Private Limited	0.03%	67,990	-0.11%	(32,010)
4	CIFL Holdings Private Limited	0.03%	68,040	-0.11%	(31,960)
5	CIFL Investment Manager Private Limited	0.03%	68,040	-0.11%	(31,960)
Â	Foreign:	Â	Â	Â	Â
Â	None	Â	Â	Â	Â
Â	Minority interest in all subsidiaries	NA	-	NA	-
Â	Associates (Investments as per the Equity method)	NA	-	NA	-
Â	Joint Ventures (as per proportionate consolidation / investment as per the Equity method)	NA	Â	NA	Â

Notes:

1. Name of the Subsidiaries which are yet to commence operations:-

a. Capital India Home Loans Limited

b. Capital India Wealth Management Private Limited

c. Capital India Asset Management Private Limited

d. CIFL Holdings Private Limited

e. CIFL Investment Manager Private Limited

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

Part B: Statement Pursuant to Section 129(3) of the Companies Act. 2013 related to Associate Companies and Joint Ventures:

The Company has no Associate or Joint Venture Company.

For and on behalf of Board of Directors Capital India Finance Limited (Formerly known as Bhilwara Tex-Fin Limited)		Â	Â
Sd/- Keshav Porwal Managing Director DIN - 06706341	Sd/- Amit Sahai Kulshreshtha Director & CEO DIN - 07869849	Sd/- Neeraj Toshniwal CFO PAN - ACCPT2249N	Sd/- Rachit Malhotra Company Secretary M. No. - A39894
Â	Â	Â	Â

Annexure- II

Particulars of employees for the year ended March 31, 2018 as required under Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;	Name of the Director	Ratio to the median
	Amit Sahai Kulshreshtha	10:1
	Keshav Porwal	10:1
The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	Name of Dircctor/CS/CFO	% increase
	Nil	Nil
The percentage increase in the median remuneration of employees in the financial year;	There was no increase in the remuneration of employees during the Financial year 2016-17
The number of permanent employees on the rolls of Company;	32
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	There was no increase in the remuneration of employees during the Financial year 2016-17
Affirmation that the remuneration is as per the remuneration policy of the company.	Yes; the remuneration is as per the remuneration policy of the company.

B. Particulars of employees for the year ended March 31, 2018 as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the said rules, the Directors' Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5.2 of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary. The inspection is to be carried out at the Company's Registered Office or at its Corporate Office, during business hours on working days of the Company up to date of ensuing Annual General Meeting. 

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 21st Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2015.

1. FINANCIAL RESULTS

(Amount in Rupees)

Particulars 2014-15 2013-14

Total Income 4,38,60,865 1,53,72,859

Less: Total Expenditures 4,25,21,373 1,46,35,346

Net Profit before Tax 13,39,492 7,37,513

Less: Tax Expenses

- Tax for earlier years 19,484 1,026

- Provision for Income Tax-Current 2 55,240 1,40,533

Profit after Tax 10,64,768 5,98,006

Provision for transfer to Special Reserve Fund 2,12,954 1,19,601

(During the year under review, the Company has transferred Rs.2,12,954/- to the Special Reserve Fund in Compliance of Section 45IC of the Reserve Bank of India Act, 1934.)

2. OPERATIONS OF THE COMPANY

During the year under review, the company was engaged in carrying on the business as Non -Banking Financial Company without accepting public deposit for which the Certificate of Registration has been obtained from the Department of Non-Banking Supervision, Reserve Bank of India, New Delhi. Your directors also intend to diversify its operation into another area/business in order to make the Company more profitable.

3. PERFORMANCE REVIEW

During the year under review, the Company's total income has increased to Rs. 438.61 Lacs from Rs.153.73 Lacs in the previous year and Profit (before tax) has increased to Rs.13.39 Lacs from Rs.7.38 Lacs in the previous year.

4. DIVIDEND

Your directors do not recommend any dividend for payment to the shareholders for the financial year ended on 31st March, 2015.

5. DIRECTORS

Mr. Satish Kumar Sharma, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment. Your Directors recommend his re-appointment as director of the Company.

During the year under review, Mr. Vadake Chundayil Sreenivasan, an Independent Director has tendered his resignation from the Board due to his preoccupation w.e.f. 30th March, 2015 and Mrs. Seema Kumari has been appointed as Woman Independent Director on the Board of the Company w.e.f. 30th March, 2015.

Mrs. Seema Kumari (DIN 07158452), who was appointed as an additional director w.e.f. 30th March, 2015 on the Board of the Company in terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director, is proposed to be appointed as an Woman Independent Director of the Company for a period upto 29th March, 2020, not liable to retire by rotation.

The requisite resolution for the appointment of Mrs. Seema Kumari (DIN 07158452) as a Woman Independent Director is being proposed in the Notice of the ensuing Annual General Meeting for the approval of the Members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of directors, senior management and to fix their remuneration. The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year under review, (8) Eight Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

6. KEY MANAGERIAL PERSONNEL

Mr. Rahul Jogi (Membership No.A38723) was appointed as Company Secretary, Mr. Himmat Singh Bedla was appointed as Chief Executive Officer and Mr. Sukomal Bhunya was appointed as Chief Financial Officer of the Company w.e.f. 31st March, 2015.

7. DEMATERIALISATION OF SHARES:

43.03% of the Company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 56.97% is in physical form. The Company's Registrars & Transfer Agent is M/s Indus Portfolio Private Limited, having their communication office at G-65, Bali Nagar, New Delhi -110015.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

9. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III) (D) (4) (a) of the listing agreement with Stock Exchanges in the preparation of the Financial Statement for the financial year ended on 31st March, 2015 and state that:

i) That in the preparation of Annual Accounts for the financial year ended as at 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures.

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended on 31st March, 2015.

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

iv) That the Directors have prepared the Annual Accounts on a Going Concern basis.

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

vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder and section 45-I(bb) of the Reserve Bank of India Act, 1934 during the year under review. The Company does not hold any public deposit as on date and will not accept the same in future without the prior approval of Reserve Bank of India in writing.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being a non-banking finance company registered with the Reserve Bank of India and engaged in the business of giving loans or finance & investment activities, is exempt from complying with the provisions of section 186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Such Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. The Management ensures adherence to all internal control policies and procedures as well as compliance with regulatory guidelines. The Audit Committee of the Board of Directors reviews the adequacy of internal controls. This has improved the management of the affairs of the Company and strengthened transparency and accountability. No significant audit observations and recommendations have been received from the Internal Auditors of the Company.

13. CORPORATE GOVERNANCE REPORT

The Company is committed to good Corporate Governance as the requirement of the Clause 49 of the Listing Agreement. As required under Clause 49 of the Listing Agreement, a detailed report on Corporate Governance together with Auditor's Certificate on compliance of conditions of Corporate Governance is annexed herewith as "Annexure - A" and is forming integral part of this Report.

14. AUDITORS REPORT

The Auditors' Report on financial statement of the Company for the financial year ended on 31st March, 2015 is self-explanatory. Hence, no explanation is required to be given.

15. AUDITORS

a) STATUTORY AUDITORS:

Pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, pursuant to the recommendations of the audit committee of the Board of Directors, and pursuant to the resolution passed by the members at the AGM held on 30th September, 2014, the appointment of M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi, (bearing ICAI Registration No.009933N) as the auditors of the Company to hold office till the conclusion of the 23rd AGM of the Company to be held for the financial year ending on 31st March 2017 is required to be ratified at the ensuing Annual General Meeting. Your Directors recommend ratification for their re-appointment.

b) SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act 2013 read with rule the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has, at its meeting held on 21st August, 2014 appointed M/s Kashif Ali & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit report is annexed herewith as "Annexure B".

16. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

17. RELATED PARTY TRANSACTIONS

The main business of the company is financing & investment in shares and granting loans. All related party transactions proposed to be entered into with related parties at commencement of the financial year were placed before the Audit Committee for their approval. The audit committee decided that such transactions are in ordinary course of business and are on arm's length basis. However, there are no related party transactions made by the Company during the financial year under review.

Your Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related Parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been placed on the Company's website www.bhilwaratexfin.com

18. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.bhilwaratexfin. com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with the rules made thereunder and pursuant to the provision of clause 49(II)(f) of Listing Agreement, the Company has established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors and employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, Vigil Mechanism / Whistle Blower Policy have been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Officer or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities with in the Company.

20. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

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

During the year under review, the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules, 2014 were not applicable to our Company. Hence, Statement detailing the particulars required under the said Section and rules are not being furnished. There was no foreign exchange earnings and outgo in the Company during the financial year.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being a non-banking finance company registered with the Reserve Bank of India and engaged in the business of giving loans or finance & investment activities, is exempt from complying with the provisions of section 186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, provision of section 135 and Schedule VII of the Companies Act, 2013, pertaining to Corporate Social Responsibility are not applicable to our Company. Hence, details of expenditure of CSR Committee are not being furnished.

24. LISTING OF SECURITIES

Presently, the Securities of the Company are listed on Bombay Stock Exchange Limited, Mumbai. The listing fee for the financial year 2015-16 has been paid.

Your directors would like to place their grateful appreciation for the assistance and co-operation received from the Company's bankers during the year under review. The directors also acknowledge with appreciation the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support of all the investors of the Company.

By order and on behalf of the Board Bhilwara Tex-Fin Limited

Sd/- sd/- Place: New Delhi (Satish Kumar Sharma) (Sanjay Hasija) Date : 28th August, 2015 Director Director (DIN: 00536970) (DIN: 00090672)

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Mar 31, 2014

The Members,

BHILWARA TEX-FIN LIMITED

The directors have pleasure in presenting their 20th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2014.

1. FINANCIAL RESULTS

(Amount in Rupees) Particulars 2013-14 2012-13

Income 1,53,72,859 87,82,974

Less: Total Expenditure 1,46,35,346 79,84,309

Net Profit/(Loss) before Tax & Depreciation (PBDT) 7,37,513 7,98,665

Less: Depreciation - -

Net Profit/(Loss) after Depreciation before Tax (PBT) 7,37,513 7,98,665

Add: Excess income tax provision pertaining to earlier assessment 1,026 - years, now reserved

Less: Provision for Income Tax-Current 1,40,533 1,52,186

Profit after Tax 5,98,006 6,46,479

Less: Provision for transfer to Special Reserve Fund 1,19,601 1,29,296

Net profit after transfer to Special Reserve Fund 4,78,405 5,17,183

(During the year under review, the Company has transferred Rs. 1,19,601/-to the Special Reserve Fund in Compliance of Section 45 IC of the Reserve Bank of India Act, 1934.)

2. BUSINESS OPERATIONS

During the year under review, the Company is engaged in business of investment & financing. The RBI has issued Certificate of Registration No. B-14.03278 dated 6th day of June, 2013 in lieu of old CoR No. 10-00047 dated 24th March, 1998 for engaging in business of non-banking financial activities other than accepting deposits from public.

3. DIVIDEND

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

4. DIRECTORS

Sh. Satish Kumar Sharma, Director of the Company who retires by rotation and being eligible, has offered himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company.

In compliance of the provisions of clause 49 of listing agreement, the Company has 3 independent directors out of total 4 directors of the Company. However, pursuant to the provisions of section 149 of the Companies Act, 2013, the Company shall have at least 1/3 of total numbers of directors as independent directors. As the provisions of section 149(10) of the Companies Act, 2013 (effective from 1st April, 2014), such independent directors shall hold office for a term of upto five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company for another term of upto five consecutive years on the Board. Such independent directors shall not be eligible to appoint as such for more than two consecutive terms of five years but shall be eligible for appointment after the expiration of three years ceasing to become an independent director. The provision of retirement by rotation as defined in the sub-section (6) and (7) of section 152 of the Companies Act 2013 shall not apply to such independent directors.

Therefore, Sh. Samai Singh, Sh. Vadake Chundayil Sreenivasan and Sh. Sanjay Hasija, Directors of the Company who were appointed as Non- executive independent directors and liable to retire by rotation under the provisions of erstwhile Companies Act, 1956, shall be reappointed as independent directors under the provisions of the Companies Act, 2013. They being eligible have offered themselves to be appointed as independent directors of the Company under the provisions of the Companies Act 2013. They have given declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013. Consequently, your directors recommend their appointment as independent directors of the Company.

5. PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

None of the employees of the Company has drawn salary in excess of the limits prescribed in the said section of Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 and hence no such list is being provided.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of Annual Accounts for the financial year ended as at 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures.

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended as at 31st March, 2014 and of the profit or loss of the Company for the financial year ended on 31st March, 2014.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies (Amendment) Act, 2000 for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

iv) That the Directors have prepared the Annual Accounts on a Going Concern basis.

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

During the year under review, the provisions of Section 217(1) (e) of the Companies Act, 1956 were not applicable to our Company. Hence, Statement detailing the particulars required under the said Section read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are not being furnished. There was no foreign exchange earnings and outgo in the Company during the financial year.

8. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 and section 45-I(bb) of the Reserve Bank of India Act, 1934 during the year under review. The company does not hold any public deposit as on date and will not accept the same in future without the prior approval of Reserve Bank of India in writing.

9. COMMITTEE OF BOARD OF DIRECTORS

The Company, in order to comply with the provisions the Companies Act, 2013 read with rule framed thereunder and the provision of the listing agreement, has constituted or renamed various committees of the Board of Directors of the Company which includes Nomination and Remuneration of Committee, Audit Committee and Stakeholder Relationship Committee.

10. AUDITORS REPORT

The Report of Auditors'' on Annual Accounts of the Company for the year ended on 31st March, 2014 is self- explanatory. Hence, no explanation is required to be given.

11. AUDITORS OF THE COMPANY

M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi, (bearing ICAI Registration No. 009933N) retiring Statutory Auditors of the Company are proposed to be re-appointed as Statutory Auditors of the Company from the date of conclusion of the ensuing Annual General Meeting (AGM) till the date of conclusion of the twenty-third AGM of the Company to be held for the financial year ended on 31st March, 2017, subject to ratification of their appointment by the members at every AGM held after the ensuing AGM. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Nagar Goel & Chawla, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable. Your directors recommend their re-appointment as statutory auditors of the Company.

12. CORPORATE GOVERNANCE REPORT

The Company is committed to good Corporate Governance as the requirement of the Clause 49 of the Listing Agreement. As required under Clause 49 of the Listing Agreement, a detailed report on Corporate Governance together with Auditor''s Certificate on compliance of conditions of Corporate Governance is annexed herewith as Annexure – 1 and is forming integral part of this Report.

13. LISTING OF SECURITIES

Presently, the Securities of the Company are listed on Bombay Stock Exchange Limited, Mumbai. The listing fee for the financial year 2014-15 has been paid.

14 SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate, pursuant to proviso to sub-section (1) of section 383A of the Companies Act, 1956, is obtained from Practicing Company Secretary and the same is annexed herewith.

15. ACKNOWLEDGEMENT

Your directors would like to place their grateful appreciation for the assistance and co-operation received from the Company''s bankers during the year under review. The directors also acknowledge with appreciation the support and co-operation rendered by various Govt. agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support of all the investors of the Company.

By order and on behalf of the Board Bhilwara Tex-Fin Limited

Sd/- Sd/- Place: New Delhi (Satish Kumar Sharma) (Sanjay Hasija) Date: 21-08-2014 Director Director (DIN: 00536970) (DIN: 00090672)

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Mar 31, 2013

The Members of BHILWARA TEX-FIN LIMITED

The directors have pleasure in presenting their 19th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2013,

1. FINANCIAL RESULTS

(Amount in Rupees)

Particulars 2012-13 2011 -12

Income 87,82,974.00 62,86,452.00

Less: Total Expenditure 79,84,309.00 57,43,226.00

Net Profit/(Loss) before Tax & Depreciation (PBDT) 7,98,665.00 5,43,226.00

Less: Depreciation

Net Profit/(Loss) after Depreciation before Tax (PBT) 7,98,665.00 5,43,226.00

Less: Provision for Income Tax-Current 1,52,186.00 1,03,512.00

Provision for transfer to Special Reserve Fund 1,29,296.00 87,943.00

Profit after Tax 5,17,183.00 3,51,771.00

(The Company has transferred Rs. 129,296/- to the Special Reserve Fund in Compliance of Section 45 IC of the Reserve Bank of India Act, 1934.)

2. BUSINESS OPERATIONS

During the year under review, the Company is engaged in business of investment & financing. The Company was originally registered as Non- Banking Finance Company with Reserve Bank of India,

Branch Jaipur under Registration No.-10-00047 dated 24th March, 1998. In the year 2004-2005, the registered office of the Company had been shifted from the State of Rajasthan to NCT of Delhi under confirmation by the order of Hon''ble Company Law Board, Northern Region Bench, New Delhi vide :

C.P. No. 65/17/200''ICLB dated July 20, 2001. In order to give effect of the change of the registered office of the Company from the State of Rajasthan to NCT of Delhi and on the request of the Company, the Reserve Bank of India, Branch- New Delhi, has issued a fresh Certificate of Registration No. B-I4.03278 dated 6fh day of June, 2013 in lieu of old CoR No. 10-00047 dated 24th March, 1998.

3. DIVIDEND

Your directors do not recommend any dividend for the financial year ended on 31st March, 2013.

4. DIRECTORS

During the year under review, there was no change in board of directors of the Company. However, Sh.

Sanjay Hasija, Director of the Company who retires by rotation and being eligible, has offered himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company.

5. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 and section 45-I(bb) of the Reserve Bank of India Act, 1934 during the year under review. The Company does not hold any public deposit as on date and will not accept the same in future without the prior approval of Reserve Bank of India.

6. CONSTITUTION OF AUDIT COMMITTEE

The Company, in order to comply with the provision of section 292A of the Companies Act, 1956 and the provision of the listing agreement, has constituted an Audit Committee of the Board of Directors of the Company.

7. AUDITORS REPORT

The Report of Auditors'' on Annual Accounts of the Company for the year ended on 31st March, 2013 is self-explanatory. Hence, no explanation is required to be given.

8. APPOINTMENT OF STATUTORY AUDITORS

M/s Nagar God & Chawla, Chartered Accountants, New Delhi, retiring Statutory Auditors of the Company retire at the conclusion of this annual general meeting and being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224(1B) of the Companies Act 1956, confirming their eligibility for re-appointment. Your directors recommend their re-appointment for the period commencing from the conclusion of ensuing Annual General Meeting till date of conclusion of the next Annual General Meeting of the Company.

10. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956

None of the employees of the Company has drawn salary in excess of the limits prescribed in the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 and hence no such list is being provided.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit or loss of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

12. CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance prepared in accordance with the Clause 49 of the Listing Agreement is annexed herewith and is forming integral part of this Annual Report.

13. SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate, pursuant to proviso to sub-section (1) of section 383A of the Companies Act, 1956, is obtained from Practicing Company Secretary and the same is annexed herewith. ;

14. ACKNOWLEDGEMENT

Your directors would like to place their grateful appreciation for the assistance and co-operation received from the Company''s bankers during the year under review. The directors also acknowledge with appreciation the support and co-operation rendered by various Govt, agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support of all the investors of the Company.

By Order of the Board of Directors

Bhilwara Tex-Fin Limited

Place: New Delhi Sanjay Hasija Satish Kumar Sharma

Date: 27 August, 2013 Director Director

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Mar 31, 2012

To The Members of BHILWARA TEX-FIN LIMITED

The directors have pleasure in presenting their 18th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2012.

1. FINANCIAL RESULTS

(Amount in Rupees)

Particulars 2011-12 2010 -11

Income 62,86,452.00 4,136,653.00

Less: Total Expenditure 57,43,226.00 3,929,132.00

Net Profit/(Loss) before Tax & Depreciation (PBDT) 5,43,226.00 2,07,520.00

Less: Depreciation - -

Net Profit/(Loss) after Depreciation before Tax (PBT) 5,43,226.00 2,07,520.00

Less: Provision for Income Tax-Current 1,03,512.00 38,474.00

Provision for transfer to Special Reserve Fund 87,943.00 33,809.00

Provision for Fringe Benefit Tax for earlier year - 236.00

Profit after Tax 3,51,771.00 1,35,001.00

(The Company has transferred Rs. 87,943/- to the Special Reserve Fund in Compliance of Section 45 IC of the Reserve Bank of India Act, 1934.)

2. DIVIDEND

Your directors do not recommend any dividend for the financial year ended on 31st March, 2012.

3. DIRECTORS

During the year under review, Sh. Rajendra Prasad Baldwa tendered his resignation from the Board of Directors of the Company with effect from 22nd February, 2012. Further, Sh. Satish Kumar Sharma, Director of the Company who retires by rotation and being eligible, has offered himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company.

4. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 and section 45-I(bb) of the Reserve Bank of India Act, 1934 during the year under review. The Company does not hold any public deposit as on date and will not accept the same in future without the prior approval of Reserve Bank of India.

5. CONSTITUTION OF AUDIT COMMITTEE

The Company, in order to comply with the provision of section 292A of the Companies Act, 1956 and the provision of the listing agreement, has constituted an Audit Committee of the Board of Directors of the Company.

6. AUDITORS REPORT

The Report of Auditors' on Annual Accounts of the Company for the year ended on 31st March, 2012 is self-explanatory. Hence, no explanation is required to be given.

7. APPOINTMENT OF STATUTORY AUDITORS

M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi, retiring Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224(1B) of the Companies Act 1956, confirming their eligibility for re- appointment. Your directors recommend their re-appointment for the period commencing from the conclusion of ensuing Annual General Meeting till date of conclusion of the next Annual General Meeting of the Company.

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

The provisions of Section 217(1) (e) of the Companies Act, 1956 is not applicable to our Company. Hence, Statement detailing the particulars required under the said Section read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are not being furnished. There was no foreign exchange earnings and outgo in the Company during the financial year.

9. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956

None of the employees of the Company has drawn salary in excess of the limits prescribed in the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 and hence no such list is being provided.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2012, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit or loss of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

11. CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance prepared in accordance with the Clause 49 of the Listing Agreement is annexed herewith and is forming integral part of this Annual Report.

12. SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate, pursuant to proviso to sub-section (1) of section 383A of the Companies Act, 1956, is obtained from Practicing Company Secretary and the same is annexed herewith.

13. ACKNOWLEDGEMENT

Your directors would like to place their grateful appreciation for the assistance and co-operation received from the Company’s bankers during the year under review. The directors also acknowledge with appreciation the support and co-operation rendered by various Govt. agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support of all the investors of the Company.

For and on behalf of Board of Directors Bhilwara Tex-Fin Limited

Sd/- Satish Kumar Sharma Director

Sd/- Sanjay Hasija Director

Place: New Delhi Date : 27th August, 2012

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Mar 31, 2010

The directors have pleasure in presenting their 16th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2010.

1. FINANCIAL RESULTS

(In Rs.)

Particulars 2009-10 2008-09

Income 2,15,821.00 2,41,999.00

Less: Total Expenditure 3,02,800.59 5,07,403.11

Net Profit/(Loss) before Tax & Depreciation (PBDT) (86,979.59) (2,65,404.11)

Less: Depreciation - -

Net Profit/(Loss) after Depreciation before Tax (PBT) (86,979.59) (2,65,404.11)

Less: Provision for Income Tax-Current 9,506.39 -

Provision for Income Tax- Deferred - -

Provision for Fringe Benefit Tax - -

Profit after Tax (96,485.98) (2,65,404.11)

Less: Transfer to Special Reserve Fund - -

Add: Balance brought forward from Previous Year (35,27,752.74) (32,62,348.63)

Balance carried forward to the Balance Sheet (36,24,238.72) (35,27,752.74)

The Company has not earned any profits during the year under review hence no amount is required to be transferred to the Special Reserve Fund in Compliance of Section 45 IC of the Reserve Bank of India Act, 1934.

2. DIVIDEND

Your directors do not recommend any dividend for the financial year ended on 31st March, 2010.

3. DIRECTORS

Sh. Satish Kumar Sharma and Sh. Raj endra Prasad Baldwa, Directors of the Company retire by rotation and being eligible, has offered themselves for re-appointment. Your directors recommend their re-appointment subject to retirement by rotation as per the provisions of the Companies Act, 1956.

4. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 and section 45-I(bb) of the Reserve Bank of India Act, 1934 during the year under review. The Company does not hold any public deposit as on date and will not accept the same in future without the prior approval of Reserve Bank of India in writing.

5. AUDITORS REPORT

The Report of Auditors on Annual Accounts of the Company for the year ended on 31st March, 2010 is self explanatory. Hence, no explanation is required to be given.

6. APPOINTMENT OF STATUTORY AUDITORS

M/s Nagar Goel & Chawla, Chartered Accountants, New Delhi, retiring Statutory Auditors of the company retire at the conclusion of this annual general meeting and being eligible, have offered themselves for re- appointment. The Company has received a certificate from them pursuant to Section 224(1 B) of the Companies Act 1956, confirming their eligibility for re-appointment. You directors recommend their re-appointment for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

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

The provisions of Section 217(1) (e) of the Companies Act, 1956 is not applicable to our Company. Hence, Statement detailing the particulars required under the said Section read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are not being furnished. There was no foreign exchange earning and outgo in the Company during the financial year.

8. PARTICULARS OF EMPLOYEE U/S 217 (2A) OF THE COMPANIES ACT, 1956

None of the employees of the Company has drawn salary in excess of the limits prescribed in the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 and hence no such list is being provided.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2010, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit or loss of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

10. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance, as required under Clause 49 of the Listing Agreement, is annexed herewith.

11. SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate, pursuant to proviso to sub-section (1) of section 383A of the Companies Act, 1956 is received, considered and the same is annexed herewith.

12. LISTING OF SHARES

Presently the Equity Shares of the Company are listed on Bombay Stock Exchange and Delhi Stock Exchange. Listing fees for the financial year 2010-11 has been paid by the Company to all the Stock Exchanges. The Company has filed applications for voluntary delisting of its equity shares to Delhi Stock Exchange Limited and Jaipur Stock Exchange Limited on 14th December, 2009. During the year under review, the Company has received approval for Voluntary Delisting of the Securities from Jaipur Stock Exchange Limited vide its letter ref. No. JSEL/2010/500 dated 4th March, 2010. However, the application for Voluntary Delisting of securities with Delhi Stock Exchange is still pending.

13. ACKNOWLEDGEMENT

Your directors would like to place their grateful appreciation for the assistance and co-operation received from the Companys bankers during the year under review. The directors also acknowledge with appreciation the support and co-operation rendered by various Govt, agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support of all the investors of the Company.

By Order of the Board of Directors

For Bhilwara Tex-Fin Limited

Sd/-

Place: New Delhi (Satish Kumar Sharma)

Date: 4th September, 2010 Chairman