To,

The Members,

CAPITAL INDIA FINANCE LIMITED ("Company")

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)

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:

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:

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

*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)

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.

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

* 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.

• 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 Secretaryat secretarial@capitalindia.com.

• 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 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:

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 28th 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 2022-23, 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:

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 to secretarial@capitalindia.com.

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^th 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 the28th 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 2022-23. 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)

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 2022-23 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.