Your Company's Directors are pleased to present the 31^st (Thirty First) Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31 March, 2023.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), this report covers the Financial Results and other developments in respect of CSL Finance Limited during the financial year ended 31 March, 2023 and upto the date of the Board Meeting held on 25 August, 2023 to approve this report.

2. Operational Performance/the State of the Company's affairs

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.

During the year, the Company had an excellent performance given the challenging industry dynamics. Its income during the year grew by 57% to ' 118 Crores in FY23 from ' 75 Crores in FY22. Profit After Tax (PAT) increased by 36% to ' 46 Crores in FY23 from ' 33 Crores in FY22, an increase of AUM by 42% to ' 736 Crores in FY23 from ' 517 Crores in FY22. The Net Worth increased by 13% from ' 321.68 Crores in FY22 to ' 362.40 Crores in FY23. As a prudent risk management practice. GNPA has declined to 0.61% in FY23 as compared to 1.73% in FY22.

The Company had 26 branches across India as on 31 March, 2023. 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 Strategic Review section of this Annual Report.

Depreciation and Finance Costs

During the year under review, Depreciation was ' 1.03 Crores as compared to ' 0.65 Crores for the previous year. Finance costs for FY 23 was ' 27.15 Crores as compared to ' 10.75 Crores for the previous year.

Borrowings

The Total borrowings stood at ' 408.06 Crores (including debt securities) as on 31 March, 2023 as against ' 204.16 Crores as on 31 March, 2022.

Capital Adequacy Ratio

Your Company's total Capital Adequacy Ratio (CAR), as on 31 March, 2023 stood at 49.88% as compared to 63.82% as on 31 March, 2022.

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 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 March, 2023 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. For further details on taxability, please refer Notice of AGM.

5. Transfer to Reserves

The company proposes to transfer ' 9.13 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 March, 2023, the Share Capital of the Company stood at:

No Equity Shares were issued with differential rights as to dividend, voting or otherwise. The Company has not resorted to any buy back of its Equity Shares during the year under review.

7. Key Initiatives/Developments

The Board of Directors in their meeting held on 20 June, 2023 proposed to raise funds through preferential issue of 17,00,000 equity shares to persons belonging to nonpromoter category. The said proposal was duly approved by the Members in ExtraOrdinary General Meeting of the Company held on 21 July, 2023. Consequent to the said allotment of new equity shares on 27 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). The Trading Approval for the 17,00,000 equity shares was received by the Company from the both the exchanges and the shares are locked-in as per the regulations of SEBI (ICDR)Regulations, 2018.

Further the Management Committee of the Board of Directors in its meeting held on 11 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 (' Four Crores Twenty Lacs). The trading approval for the 3,50,000 equity shares was received by the Company from both the exchanges and the shares are locked-in as per the regulations of SEBI (ICDR) Regulations, 2018.

8. 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 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 March, 2022 through Postal ballot by Remote e-voting 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 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 alongwith 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.

9. Credit Rating

During F.Y. 2022-23, Credit Rating for the Company stands at BBB Stable from India Ratings & Research.

10. 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.

11. 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.

12. 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.

13. RBI Guidelines

The Company continues to comply with the Master Direction for Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and

Deposit taking Company (Reserve Bank) Directions, 2016 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

14. Subsidiary Companies, Joint Ventures and Associate Companies

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

15. Number of Meetings of The Board

Eight (8) meetings of the Board were held during FY 2022-23. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

16. Committees of The Board

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013, rules framed there under, SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 and as per RBI Master Directions Framework for NBFCs. The Committees of the Board are Audit Committee, Stakeholders' Relationship Committee, Investor Relations & Share Transfer Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Management Committee, Internal Complaints Committee.

Information Technology Strategy Committee, Asset Liability Management Committee, Risk Management Committee are constituted in accordance with the Master Directions Framework for the NBFC issued by the Reserve Bank of India.

The Board has accepted all the recommendations of the above committees.

The details about Composition of Committees and their Meetings are incorporated in the Board of Directors in the Corporate Governance section forming part of this Report.

17. Directors and Key Managerial Personnel

As on 31 March, 2023, the Board of the Company consists of six Directors as follows 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 March, 2023, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013. The certificate has been received from Mr. Ganesh Dutt Sharma (COP: 16085), Proprietor of M/s. Ganesh Sharma & Associates, Company Secretaries, Delhi, 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

i. Appointment/Re-appointment

Mr. Parmod Bindal and Mr. Subhash Chand Kwatra have been appointed as Independent Director(s) on the Board of the Company w.e.f. 27 June, 2022.

The Board is of the opinion that Mr. Parmod Bindal and Mr. Subhash Chand Kwatra are person(s) of integrity, expertise and have relevant experience to serve the Company as independent director(s).

ii. Resignation

Mr. Manoj Gupta (DIN: 01160953), Independent Director resigned from the directorship of the company w.e.f. 27 June, 2022 and Ms. Anjna Mittal (DIN: 07143461), Independent Director resigned from the directorship of the Company w.e.f., 9 August, 2022.

b) Directors liable to retire by rotation

Mr. Ashok Kumar Kathuria retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment. Brief details of Mr. Ashok Kumar Kathuria, 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.

18. 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.

19. 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.

20. Transactions with Related Parties

All contracts/arrangements/transactions entered by the Company during FY2023 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. All related party transactions entered during FY2023 were on arm's length basis and not material under the Act and SEBI Listing Regulations. None of the transactions required members' prior approval under the Act or SEBI Listing Regulations. Details of transactions with related parties during FY2022 are provided in the note 46 to the financial statements.

The policy on materiality of related party transactions and on dealing with related party transactions was amended in line with SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021. The policy is available on the website of the Company at https://www.cslfinance.in/codes-and-policies and also forms a part of the Corporate Governance Report.

21. Fraud Reporting

There was no instance of fraud 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.

22. 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.

23. 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 FY2023;

iii. 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.

24. 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.

25. 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 Nomination and Remuneration Committee is fully empowered to determine/ approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc.

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.

26. 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.

27. 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 Board's Report.

28. 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.

29. Auditors & their Report

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 of 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 Auditor's 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 16 May, 2023 has appointed Mr. Ganesh Dutt Sharma (COP: 16085), Proprietor of M/s. Ganesh Sharma & Associates, Company Secretaries, Delhi as Secretarial Auditor to undertake secretarial audit of the Company for the financial year ended 31 March, 2023.

Company's explanation on the aforesaid observations:

The Management has filed its Representation Letter to the Stock Exchange for the fines mentioned above, Out of the total amount of ' 4,77,900 fine levied; ' 3,88,220 has been withdrawn by the exchange and for the rest of the amount, the matter is under consideration for which the Company is taking continuous follow up.

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 16 May, 2023 for the Financial Year 2022-23. The Internal Audit report is submitted every quarter before the Audit Committee by the Internal Auditors

30. 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

31. 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.

32. 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/codes-and-policies

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.

33. Meeting of Independent Directors

During the year under review, the meeting of Independent directors was held on 25 March, 2023, 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.

34. 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 behavior, 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 behavior. A copy of the Policy is available on the website of the Company at https://www.cslflnance.in/codes-and-policies

35. 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.

36. 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, pursuant 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 16 May, 2023 and the same does not contain any adverse remark or disclaimer.

37. 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.

38. 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 of the Board of Directors 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.

39. Investor Education and Protection Fund (IEPF)

During the year 2022-23, no amount was transferred to the Investor Education and Protection Fund (IEPF).

40. 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.

41. 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. The Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

42. 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. 2023-24 have been duly paid to BSE Limited and NSE Limited.

* The Company got its Approval letter for Listing of the equity shares on NSE on 21 July, 2022 and the equity shares of the Company was admitted for trading on the NSE w.e.f., 22 July, 2022.

43. 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.

44. 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.

45. Cautionary Statement

Statements in the Board's 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.