Capital India Finance Ltd Directors Report

<dhhead>BOARDS REPORT</dhhead>

To,

The Members,

 

Capital India Finance Limited ("Company")

Your Board of Directors ("Board") is pleased to present the 31st 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

	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	(2,587.98)	(3,412.61)	8,197.00	6,700.29
Less: Appropriations:
• Transfer to Special Reserve under Section 45-	291.27	426.80	235.62	402.05
IC of the RBI Act, 1934
• 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.

 

3. 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 2nd Floor, DLF Centre, Sansad Marg, New Delhi – 110001 to 701, 7th 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 secretarial@capitalindia.com.

 

• 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 30th 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 pro_ciency) of the Independent Directors appointed during the year

With respect to the integrity, expertise and experience (including pro_ciency) 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-o_ & 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. REMUNERATIONOFTHEDIRECTORSANDEMPLOYEES

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 secretarial@capitalindia.com.

 

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 30th 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 30th AGM until the conclusion of the 33rd 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) E_orts 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:

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

 

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-Corporat e-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	Bank Loan (Long Term)	900	IVR A / Stable
Valuation and Rating Limited	Non- Convertible Debenture	100	IVR A / Stable
Acuite	Bank Loan	775	Acuite
Ratings and	(Long Term)		A- /#
Research	Bank Loan	25	Acuite
Limited	(Short Term)		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 reafirmed 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.