<dhhead>BOARD'S 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.
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