CSL Finance Ltd

Dear Members,

Your Directors take pleasure in presenting the 32^nd Annual Report on the business and operations of the Company together with the Audited Financial Statements and the Auditors' Reports thereon for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

2. PERFORMANCE REVIEW

CSL Finance has built a sustainable foundation to accelerate its growth. Its customer-centric products, transparency in operations, relentless focus on customer convenience and investment in technology has helped accelerate its operations. CSL Finance is in the business of fostering the financial inclusion of unbanked and underserved SMEs, Real estate and non-real estate Corporates through flexible ticket size loans.

Its income during the year grew by 42% to 167 Crores in FY24 from 118 Crores in FY23. Profit After Tax (PAT) increased by 37% to 63 Crores in FY24 from 46 Crores in FY23, an increase of AUM by 38% to 1030 Crores in FY24 from 749 Crores in FY23. The Net Worth increased by 30% from 362.40 Crores in FY23 to 472.92 Crores in FY24. As a prudent risk management practice. GNPA has declined to 0.44% in FY24 as compared to 0.61% in FY23. The Company had 29 branches across India as on 31^st March, 2024. A detailed analysis of the operational performance and state of affairs of the Company has been discussed in detail in the Management Discussion and Analysis Report and Corporate Overview section of this Annual Report.

Depreciation and Finance Costs

During the year under review, Depreciation was 1.37 Crores as compared to 1.03 Crores for the previous year. Finance costs for FY 24 was 42.93 Crores as compared to 27.15 Crores for the previous year.

Borrowings

The Total borrowings stood at 503.22 Crores as on 31^st March, 2024 as against 408.05 Crores as on 31^st March, 2023.

Capital Adequacy Ratio

Your Company's total Capital Adequacy Ratio (CAR) as on 31^st March, 2024 stood at 51.30% as compared to 49.88% as on 31^st March, 2023.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there is no change in the nature of business of the Company.

4. DIVIDEND

RBI vide its circular dated 24^th June, 2021, has laid down a framework for the declaration of dividend by NBFCs. Accordingly, the Board of Directors after taking into account various aspects and in compliance with the said circular, recommend for consideration of the members at the ensuing Annual General Meeting ('AGM'), payment of a dividend of 25% i.e., 2.50/- per equity share of 10/- each fully paid up for the year ended 31^st March, 2024 on equity share capital of 22,78,26,210/-.

Total dividend proposed for the year does not exceed the ceilings specified in said circular/RBI Master Directions.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961.

5. TRANSFER TO RESERVES

The Company proposes to transfer 12.65 Crores to Statutory Reserves in accordance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934.

6. SHARE CAPITAL

As on 31^st March, 2024, the Share Capital of the Company stood at:

The Board of Directors in their meeting held on 27^th June, 2023 proposed to raise funds through preferential issue of 17,00,000 equity shares to persons belonging to non-promoter category.

The said proposal was duly approved by the Members in ExtraOrdinary General Meeting of the Company held on 21^st July, 2023. Consequent to the said allotment of new equity shares on 27^th July, 2023, the paid up capital of the Company stood increased to 22,43,26,210/- (2,24,32,621 equity shares of 10 each fully paid-up).

Further the Management Committee of the Board of Directors in its meeting held on 11^th August, 2023, allotted 3,50,000 equity shares of face value of 10/- pursuant to exercise of options attached to the convertible warrants held by Rohit Gupta (HUF), Promoter of the Company and Mr. Amit Ranjan, Mr. Chandan Kumar and Mr. Chirag Gupta, Non Promoters of the Company, consequent to the receipt of notice for exercise, along with the balance 75% of the application money due on the said warrants, i.e. 4,20,00,000 (Rupees Four Crores Twenty Lakhs).

The paid up capital of the Company stood increased to 22,78,26,210 (2,27,82,621 equity shares of 10 each fully paid-up)

7. EMPLOYEE STOCK OPTION SCHEME (‘ESOS')

The Company has CSL (Employee Stock Option Scheme), 2016 which is prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (‘SBEB Regulations'). The said scheme was approved by shareholders vide Special Resolution dated 30^th September, 2016.

7,00,000 options are covered under the CSL ESOS, 2016 which is administered through CSL Employees Welfare Trust (‘ESOP Trust').

During the financial year 2021-22, the shareholders of the Company on 26^th March, 2022 through Postal ballot have approved the revision in the Exercise Period from exiting 3 years to 5 years and have adopted the amended CSL Stock Option Scheme, 2016-11.

During the year under review, there was no material change in ESOS of our Company. As per Regulation 14 of "SBEB Regulations", read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated 16^th June, 2015, the details of the "ESOS" are uploaded on our corporate website at https://www.cslfinance.in/

A certificate from Secretarial Auditor of the Company confirming that the Scheme has been implemented in accordance with the applicable Regulations would be made available for inspection by Members through electronic means.

The details of the scheme along with grant wise details of options vested, exercised and cancelled have been disclosed in Note 35 to the Financial Statements forming an integral part of the Annual Report.

8. CREDIT RATING

During FY 2023-24, Credit Rating for the Company has been upgraded to A- : Stable from Acuite Ratings Research from erstwhile BBB+ : Stable from India Ratings & Research.

9. CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity. The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. As provided under Section 134 of the Companies Act, 2013 and Rules framed thereunder and pursuant to Regulation 34(2) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with necessary certificates is annexed and forms part of this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of LODR Regulations, the Management Discussion and Analysis Report is presented in a separate section, forming part of this Annual Report.

11. DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of Companies Act, 2013.

12. RBI GUIDELINES

As on 30^th June, 2024, the Company falls in the middle layer from the base layer as per the Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023. The Company continues to comply with all the applicable directions, regulations, guidelines, etc. prescribed by RBI from time to time.

13. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Ventures or Associate Companies during the year under review.

14. NUMBER OF MEETINGS OF THE BOARD

Eight (8) meetings of the Board were held during FY 2023-24. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

15. COMMITTEES OF THE BOARD

The Board of the Directors of the Company has constituted various Committees including the following:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Corporate Social Responsibility Committee

IV. Stakeholders' Relationship Committee

The Board has accepted all the recommendations of the above committees. The details about Composition of Committees and their Meetings are stated in brief in the Corporate Governance Report forming part of this Report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board of the Company consists of six Directors and two Key Managerial Personnel:

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31^st March, 2024, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013. The certificate has been received from Ms. Jasvinder Kaur (COP: 7700), Proprietor of M/s. Jasvinder Kaur & Co., Company Secretaries, Ghaziabad, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The said certificate is annexed to this Report as Annexure-A.

The other details with respect to the Board of Directors are given in the Corporate Governance section forming part of this Report.

a) Change in Directorate

During the year under review, there was no change in the Directors.

b) Directors liable to retire by rotation

Ms. Rachita Gupta retires by rotation at the ensuing AGM, being eligible, offers herself for re-appointment. Brief details of Ms. Rachita Gupta, who is seeking re–appointment, are given in the Notice of AGM.

c) KMPs

During the year under review, there was no change in the KMPs.

17. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act read with Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Company has received the following declarations from all the Independent Directors confirming that:

i. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

ii. They have registered themselves with the Independent Director's Database maintained by the IICA.

Women Directors

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17(1)(a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company has Ms. Rachita Gupta (DIN: 09014942) as the Woman Director on the Board of the Company.

18. BOARD EVALUATION

Pursuant to the provisions of the Act, and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

19. TRANSACTIONS WITH RELATED PARTIES

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company at https://www.cslfinance.in/codes-and-policies . This policy deals with the review and approval of related party transactions. During the year under review, all the related party transactions were entered in the ordinary course of business and on arm's length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note - 47 of Financial Statements.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

20. FRAUD REPORTING

There was no instance of fraud in the Company by its officers or employees during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framed there under.

21. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations"), the Company has put in place a familiarization programme for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The details of the such familiarisation programme are available on the website of the Company at https://www.cslfinance.in/ codes-and-policies.

22. DIRECTOR'S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under historical cost convention on an accrual basis pursuant to the provisions of the Act and guidelines issued by SEBI/RBI. In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Act and based on the information provided by the Management, the directors state that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for FY2024;

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

iv. they have prepared the annual accounts on a going concern basis;

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators/Courts during the previous year which would impact the going concern status of the Company and its future operations.

24. NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management of the Company.

The policy is available at Company's website at https:// www.cslfinance.in/codes-and-policies . The other details with respect to committee composition and meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the notes to the Financial Statements.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The same is posted on the website of the Company at https://www.cslfinance.in/ codes-and-policies.

As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act. The same has also been disclosed in the Corporate Governance Report forming an integral part of the Boards' Report.

27. FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company at https://www.cslfinance.in/ codes-and-policies . The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the members of our Company in its 30^th AGM of the Company approved the. appointment of M/s. S.P. Chopra & Co., Chartered Accountants (FRN: 000346N), Delhi as Statutory Auditors of the Company in place of the Retiring Auditors, for a term of 5 (five) consecutive years from the conclusion the 30^th Annual General Meeting till the conclusion of the 35^th Annual General Meeting.

Auditors' Report

The notes on the financial statement referred in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report to the Members for the year under review is unmodified, i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditors

In compliance with the provisions of Section 204 and other applicable provisions of Companies Act 2013, the Board of Directors in their Board Meeting held on 15^th May, 2024 has appointed Ms. Jasvinder Kaur (COP: 7700), Proprietor of M/s. Jasvinder Kaur & Co., Company Secretaries, Ghaziabad as Secretarial Auditor to undertake secretarial audit of the Company for the financial year ended 31 ^st March, 2024. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non compliances. The Secretarial Audit Report is provided in Annexure-B to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

Internal Auditors

The Board has re-appointed M/s. R, Mahajan & Associates (FRN: 011348N), Chartered Accountants, Delhi as the Internal Auditors of the Company in its Board Meeting held on 15^th May, 2024 for the Financial Year 2024-25. The Internal Audit report is submitted every quarter before the Audit Committee by the Internal Auditors

29. ANNUAL RETURN

A copy of the Annual Return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company's website at https://www.cslfinance.in/annual-general-meeting

30. COMPLIANCE ON SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, forming part of this Report. The policy is available on the website of the Company at https:// www.cslfinance.in/cslfoundation-csr

Annual Report on CSR activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules") is provided as Annexure-C to this report.

32. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the meeting of Independent directors was held on 29^th March, 2024, to review the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company; and also to assess the quality, quantity and timelines of flow of information between the Company management and the Board in line with the requirement of Listing Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil Mechanism Policy aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviours. A copy of the Policy is available on the website of the Company at https://www. cslfinance.in/codes-and-policies

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this report.

35. MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

A Certificate from Mr. Rohit Gupta, Managing Director and Mr. Naresh Chandra Varshney, Chief Financial Officer, to provisions of SEBI (LODR) Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on 15^th May, 2024 and the same does not contain any adverse remark or disclaimer.

36. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn't own any manufacturing facility.

37. INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

38. UNCLAIMED DIVIDEND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (‘IEPF') pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, unclaimed dividends of Shareholders for the Financial Year 2016-17 lying in the unclaimed dividend account of the Company as on 16^th September, 2024 will be transferred to IEPF on the due date i.e. 12^th October, 2024. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government. Accordingly, the Company will transfer the unclaimed dividend and eligible Shares to IEPF Demat Account within statutory timelines.

39. DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-D and forms part of this Report. Other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-D and forms part of this Report.

40. CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES

The Company has adopted a Code of Conduct for its Directors and employees including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said Codes can be accessed on the Company's website at https:// www.cslfinance.in/codes-and-policies. In terms of the Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. Managing Director has also confirmed and certified the which certification is provided at the end of the Report Corporate Governance.

41. LISTING OF SHARES

The shares of the Company are listed on BSE Limited (‘BSE') and National Stock Exchange of India Limited (‘NSE'). The applicable listing fees for the year up to F.Y. 2024-25 have been duly paid to BSE Limited and NSE Limited.

42. OTHER DISCLOSURES

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable to the Company. The requirement to disclose the details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is also not applicable.

43. APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Government, Regulators, Stock Exchanges, Depositories, other statutory bodies and Company's Bankers for the assistance, cooperation and encouragement extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your Directors look forward to your continuing support.

44. CAUTIONARY STATEMENT

Statements in the Boards' Report and Management Discussion and Analysis, describing the Company's objectives, outlook, opportunities and expectations may constitute "Forward Looking Statements" within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company's operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.