Market & News

To,

The Members,

Capital Trade Links Limited

Your directors presents before you the 38^th Annual Report of the company together with the Audited Financial Performance for the year ended March 31, 2023 (FY 2022-23).

1. FINANCIAL RESULTS SUMMARY

The Company's Financial Performance for the year ended as on 31st March, 2023 when contrasted with the earlier years is summed up as beneath. The financial statements of the Company are prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) notified under Section 133 of the Companies Act, 2013 as amended from time to time.

2. STATE OF AFFAIRS:

The Directors are happy to report that the company has achieved total Revenue from operations of INR 16.80 crores for the financial year 2022-23 as compared to INR 9.70 crores in in the previous financial year which is robust growth of 73% on YoY basis. Asset under management of the company has witnessed tremendous growth of 237% on YoY basis, increasing from INR 42.42 crores in previous financial year to INR 143 crores in FY 2022-23. It was dedicated effort of the employees, business development officers and customer which contributed towards this better performance. Profit after Tax reported during the year under review is INR 2.49 crores and paid up share capital of the company is INR 6.098 crores, resulting in an EPS of 0.41.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

4. TRANSFER TO RESERVE

As per Section 45 IC of Reserve Bank of India Act, 1934, the Company has transferred Rs. 49.95 Lakhs in Special Reserve Account, aggregating to 20% of its net profit. Your company has retained earning to the tune of Rs. 199.79 lakhs in the FY 2022-23.

5. DIVIDEND

As company is in the growth stage it wants to retains all its earnings from its operations, the Board has chosen not to proclaim any Dividend despite the fact that the Company has seen growth in this year. In light of the current economic situation, Directors have chosen to safeguard the profit with the goal that they can be used for the growth of the organization.

6. UNCLAIMED DIVIDEND

The shareholders who have not uncashed their dividend for the FY 2017-18 onwards are requested to claim the amount from registered office of the company. Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years i.e., till September 19, 2024, then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any, to the Investor Education and Protection Fund (the IEPF), a fund established under sub-section (1) of section 125. The details of unclaimed/ unpaid dividend are available on the website of the Company viz. www.capitaltrade.in.

7. SHARE CAPITAL

With effect from December 08, 2022, the shareholders of the company approved rescinding of the resolution passed for consolidation of face value of each share from Re. 1 to Rs. 10 each, by way of postal ballot. Consequently, nominal value of each equity share of the company stands altered from Rs. 10 (Rupees Ten only) to Re. 1 (Rupee One only), in the Capital clause of the Memorandum of Association of the company with effect from December 07, 2022. As a result of which, the capital structure of the Company as on 31st March, 2023 is as follows-

During the year under review, Board of directors of the company in their meeting held as on Monday, February 13, 2023 approved the allotment of 90,00,000 (Ninety Lakh) warrants at the issue Price of Rs. 50/- each on preferential basis, convertible pursuant to exercise of option attached with these warrants, into equity share of the company of Face Value of Re.1/- each and at a premium of Rs. 49/- each to the allottees belonging to the non-promoters category.

8. DEPOSIT

The company is a Non-Deposit Taking-Non-Systematically Important NBFC (NBFC ND-NSI). As per the Reserve Bank Guidelines, the company is NBFC ND-NSI as the Company is not holding or accepting deposits as on the date of Balance Sheet.

Further, the company being Loan Company falls in the category of Investment and Credit Company (NBFC-ICC) as per classification notified by RBI.

9. LISTING ON STOCK EXCHANGE

The shares of the Company are listed on main platform of BSE Limited. The International Securities Identification Number (ISIN) of company is INE172D01021 and the Scrip code is 538476.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented its internal financial controls system considering the fundamental parts of various critical processes, physical and operational which include its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance. This ensures orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

The Audit Committee of the Board reviews the adequacy and effectiveness of the internal controls and checks and suggests desired improvements from time to time.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company's Board have optimum combination of executive and non-executive directors which is in conformity with Section 149 of the Companies Act-2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

12. Changes in Directors and KMP During the year:

i. Mr. Satish Kumar Gola resigned from the post of Company Secretary of the Company.

ii. w.e.f. 10.05.2022. Ms. Anupriya Ojha has been appointed as the Company Secretary of the company w.e.f. 10.05.2022.

iii. During the year, Mr. Satish Kumar has been appointed as the Chief Financial Officer of the company w.e.f. 13.05.2022.

a) Director liable to retire by rotation:

Pursuant to the requirements of section 152(6) (c) of the Companies Act, 2013, Mr. Krishan Kumar, Non-Executive director of the company (DIN: 00004181), retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Krishan Kumar (DIN: 00004181) as Director of the Company retiring by rotation. Brief details of Mr. Krishan Kumar has been given in the notice convening the Annual General Meeting.

13. INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the independent directors that they meet the criteria of Independence throughout the year as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

None of the company's directors is disqualified from being appointed as Director, as on March 31, 2023 in terms of Section 164(2) of the Companies Act 2013. A certificate to this effect, duly signed by the Practicing Company Secretary is annexed to the Corporate Governance Report as 'Annexure IV'.

14. INDEPENDENT DIRECTORS' MEETING

As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder, read with the Listing Regulations, the Independent Directors of the Company met amongst themselves without the presence of Non-Independent Directors and members of Management. The details of the meeting are provided in the Corporate Governance Report, which is part of this Annual Report.

15. MEETINGS OF BOARD OF DIRECTORS

All the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.

The Board unites at regular intervals to discuss and decide on Company's business policies and strategies, apart from other agenda items. The Board met 9 (nine) times during the year under review, details of which are given in the Corporate Governance Report, which is part of this Annual Report. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.

The Company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the board of directors (SS-1) and general meetings (SS-2).

16. COMMITTEES OF BOARD

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees formed by the Board are as follows:

a. Audit Committee:

Pursuant to Section 177 of the Companies Act, 2013 the Board has formed an Audit Committee. The Board of Directors of the Company had accepted all the recommendations of the Committee.

b. Nomination and Remuneration Committee:

The policy of the company on director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013 is available on our website at https://www.capitaltrade.in/ctl_policies.php.

c. Stakeholders' Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee.

d. Risk Management Committee:

This committee has been constituted for monitoring and managing the different types of risks, pursuant to the requirement of Scale Based Regulations issued by Reserve Bank of India.

17. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND THE BOARD

As required by Companies Act, 2013, the meeting of independent directors was held on 31^st March 2023 to evaluate the performance of Non independent director, the Chairman and the Board of Directors of the company, against predefined and identified criteria. The criteria for evaluation of the performance of independent director, the Chairman and the Board was finalised by Nomination and Remuneration Committee. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees as per the criteria laid down by the Nomination and Remuneration Committee.

18. VIGIL MECHANISM

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,

2014 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements), Regulation,

2015 framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism to ensure adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of Legal or Regulatory requirements, incorrect or misrepresentation of any Financial Statements, Reports, etc. The Employees of the Company have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee.

The Company as part of the 'vigil mechanism' has in place a Board approved 'Whistle Blower Policy' to deal with instances of fraud and mismanagement, if any. There was no reporting made by any employee for violations of applicable laws, regulations and the Code of Conduct for the F.Y. 2022-23.

19. DIRECTOR RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

i. that in preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that appropriate accounting policies have been selected & applied consistently & judgments and estimates made are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end for the financial year and of the profits of the Company for the financial year ended March 31, 2023;

iii. that proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company & for preventing & detecting fraud & other irregularities;

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

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

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively

20. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary, associate, or joint venture, therefore the statement containing the salient features of the financial statement of subsidiaries, associates or joint ventures under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 in Form AOC-1 is not applicable.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the financial year 2022-23, pursuant to Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, all Related Party Transaction(s) (RPTs) were placed before the Audit Committee for its prior approval. These were reviewed by the Audit Committee periodically. All related party transactions during the year were conducted at arms' length and were in the ordinary course of business.

Further, there being no 'material' RPTs as defined under Regulation 23 of SEBI Listing Regulations, there are no details to be disclosed in form AOC-2 in that regard.

22. DISCLOSURE OF RELATED PARTY TRANSACTION

During the year 2022-23, pursuant to Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its prior approval. These were reviewed by the Audit Committee periodically. Details of transactions with related parties during the year under review are provided in the Note No. 29 to the financial statements. All related party transactions during the year were conducted at arms' length and were in the ordinary course of business.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption is not applicable to the Company. There was no foreign exchange inflow or outflow during the year under review.

24. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of the SEBI Listing Regulations, 2015, is applicable to the Top 1000 companies as on March 31, 2023, based on the market capitalization of the company. Therefore, the requirement of preparing Business Responsibility Report is not applicable to the company.

25. ANNUAL RETURN

In pursuance to the provisions of Section 92(3), Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of Annual Return for the Financial year ended 31st March, 2023 is available on the website of the Company at https://www.capitaltrade.in/investor_Information.php.

26. RISK MANAGEMENT POLICY

The Board of Directors of the Company have formulated a Risk Management Policy to avoid events, situations or circumstances which may lead to negative consequences on the Company's Businesses, and define a structured approach to manage uncertainty and to make use of these in their decisionmaking pertaining to all Business divisions and corporate actions. Key business risks and their mitigation are considered in the Annual/Strategic Business Plans and in the periodic Management Reviews.

The Risk Management Committee of the Company has not identified any elements of risk which in their opinion may threaten the existence of your Company. Details of the risks and concerns relevant to the Company are discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

27. CORPORATE SOCIAL RESPONSIBILTY

The provisions of Section 135 of the Companies Act, 2013 in relation to the Corporate Social Responsibility (CSR) are not applicable to the Company. Therefore, details on expenditure in CSR are not required to be provided in this Report.

A. Statutory Auditor

In terms of Section 139 of the Act, the members of the company at 34th AGM had appointed M/s A C Gupta & Associates, Chartered Accountants (FRN. 008079N) as statutory auditors of the company to hold office from the conclusion of the 34th AGM for a period of five years until the conclusion of the 39 th AGM till the financial year ended March 31st, 2024. The statutory auditors have confirmed they are not disqualified from continuing as auditors of the Company. No Observations / Qualifications / Disclaimers are made by the Statutory Auditors in their Report for the Financial year 2022-2023. Therefore, it does not call for any further explanation or comments from the Board under Section134(3) of the Companies Act, 2013.

The Auditors' Report on the financial statements of the Company for the financial year ending March 31, 2023 is unmodified i.e.it does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements forming part of the annual report.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 read with Section 134(3) of the Act and rules made there under, the Board has appointed M/s Atiuttam Singh & Associates, Practicing Company Secretary, New Delhi for conducting Secretarial Audit of company for the financial year 2022-23. The Secretarial Audit Report in Form MR-3 for the FY 2022-23, is hereby attached with this Report marked as "Annexure III". Following observations made by Secretarial Auditor are self explanatory and do not call for any further explanation or comments from the Board-

• Submission of Statement of Investor Complaints as required under Regulation 13(3) of SEBI (LODR) Regulation, 2015 for the Quarter ended March 2022 was done under wrong head on BSE portal which was resubmitted under correct head on June 2, 2022.

• Delay in submission of Shareholding Pattern to BSE as required under Regulation 31(1) of SEBI (LODR) Regulation, 2015 for the quarter ended March 2022 by six days.

• Delay in filing of Certificate from a Practicing Company Secretary certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies as required under Regulation 40 (10) of SEBI (LODR) Regulation, 2015.

• Delay in filing of Certificate to BSE as required under Regulation 74(5) of SEBI (Depositories and Participants) Regulations 2018 for the Quarter ended March 2022

29. REPORTING OF FRAUDS

During the year under review, the Statutory Auditor or Secretarial Auditor have not reported any instances of fraud in the Company committed by officers or employees of the Company to the Audit Committee under Section 143(12) of the Companies Act, 2013.

30. COST AUDIT

The provisions of Section 148 read with the Companies (Cost records and Audit) Rules, 2014, pertaining to maintaining of Cost records and cost audit, is not applicable to the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS.

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented and attached with this Report and marked as "Annexure VI".

32. CORPORATE GOVERNANCE & CERTIFICATE:

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on corporate governance practices followed by the Company together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report marked as "Annexure IV".

Further, in compliance of Regulation 17(5) of the SEBI Listing Regulations, 2015, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

33. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES.

NBFC has been exempted from disclosing particulars of Investments, Loans, Guarantees and acquisition of Securities pursuant to Section 186 of the Companies Act, 2013. However, the brief particulars can be found in the Financial Statement of the Company for financial year 2022-23.

34. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status of the Company or its operations in future.

35. REMUNERATION POLICY

In accordance to the provision of Section 178 of The Companies Act, 2013 and other applicable provision of SEBI Listing Regulations, 2015, the company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, experiences, positive attributes and independence of a Directors and other senior officials, who are one level below the Board of Directors of the company. Complete Policy is also available on the website of the Company at https://www.capitaltrade.in/ctl_policies.php.

36. COMPLIANCE WITH RBI GUIDELINES

Your Company is compliant with all the applicable RBI regulatory norms. Since the company is Non systematically Non important Non deposit taking NBFC, the company is complying with all the provisions of the master directions and other applicable circulars, issued in this regard from time to time.

The Company continues to have a provisioning policy which is in line with the RBI norms. It fulfils norms and standards laid down by the RBI relating to the recognition and provisioning of non - performing assets, capital adequacy, statutory liquidity ratio, etc.

37. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

38. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is hereby attached with this Report & forming part of this report marked as "Annexure II".

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

The company has in place a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressed) Act, 2013 (POSH Act). The company has complied with the provisions relating to constitution of Internal Complaints Committee (ICC) under the POSH Act. The Company has not received any complaints on sexual harassment during the year.

40. IBC CODE & ONE TIME SETTLEMENT

There has not been any instance of one - time settlement of the company with any bank or financial Institution.

41. ENHANCING SHAREHOLDERS' VALUE:

Your Company believes that its members are its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

42. CUSTOMER ENGAGEEMENT

The company is committed to fairness, in both form and sprit, in its conduct with customers. One of the key aims of the company is to communicate with transparency its terms, rights and liabilities to enable them to make prudent financial decision.

In line of the above, the Company strives to create a culture of 'Customer Obsession' and endeavours to provide a frictionless experience across the life cycle, from pre-disbursal to closure of loan and other value added services. This helps the company to gauge the outcome of its customer engagement efforts.

43. CAUTIONARY STATEMENT:

Statements in this Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include changes in Government regulations, Tax regimes, economic developments within India and other ancillary factor.

44. APPRECIATION

We are grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Company's bankers for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future.

We wish to thank our bankers, investors, customers, Shareholders, Stakeholders and all other business associates for their support and trust reposed in us.

Your directors express their profound feeling of appreciation for every one of the employees whose responsibility, co-activity, dynamic interest, commitment and polished skill has made the organization's growth possible.

Finally, the Directors thank you for your continued trust and support.

Place: Delhi

Date: July 22, 2023.