1. FINANCIAL PERFORMANCE

2. STATE OF THE COMPANY AFFAIRS/OVERVIEW:

Despite the challenging macro-economic landscape, the Company delivered a healthy Profit After Tax (PAT) of INR 225.96 Lakhs, underscoring our commitment to operational efficiency and cost discipline. The Company continues to maintain a strong capital base, with a paid-up share capital of INR 643.80 Lakhs and Net Worth of INR 6983.50 Lakhs, providing a solid foundation for future growth.

The Company remains focused on strengthening its core business, enhancing operational effectiveness, and unlocking new growth opportunities. We are confident that our proactive strategy and disciplined execution will continue to generate long-term value for our shareholders and stakeholders.

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. 45.19 Lakhs in Special Reserve Account, aggregating to 20% of its net profit. Your company has retained earning to the tune of Rs. 1703.48 Lakhs in the FY 2024-25.

5. DIVIDEND

Given the company's current growth stage, it aims to retain all earnings generated from its operations. As a result, the Board has decided not to declare any dividend. Considering the prevailing economic conditions, the Directors have chosen to preserve the profits to support further organizational growth and development.

6. UNCLAIMED DIVIDEND

Pursuant to sections 124 and 125 of the Act read with the investor education and protection fund authority (accounting, audit, transfer and refund) rules, 2016 ("IEPF rules"), dividend, if not claimed for a period of seven years from the date of transfer to unpaid dividend account of the company, are liable to be transferred to IEPF.

Further, Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules mentioned therein all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

During the Financial Year 2024-25, the Company has transferred Final Dividend for FY 2016-17 amounting Rs. 1,37,447/- (Rupees One Lakh Thirty-Seven Thousand Four Hundred and Forty- Seven only) to the Investors Education and Protection Fund (IEPF) pursuant to the provisions of

Section 124(5) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time).

During the financial year 2024-25, a total of 18,32,617 (Eighteen Lakhs Thirty-Two Thousand Six Hundred Seventeen) equity shares were transferred to the Investor Education and Protection Fund (IEPF). These shares belonged to shareholders who had not claimed their dividend for the financial year 2016-17. Details of shares transferred in previous years are available on the Company's website at www.capitaltrade.in , under the "Investors" section.

Along with the compliance of applicable provisions, the Company advises the Shareholders by way of reminders to encash their dividend or the shares deposited with the IEPF Authority. Shareholders can drop the mail at cs@capitaltrade.in for knowing the process to encash their dividend or shares deposited with the IEPF Authority.

7. SHARE CAPITAL

As on March 31, 2025, the Authorized Share Capital of the Company is Rs. 32,00,00,000/- (Rupees Thirty-Two Crores) divided into 32,00,00,000 (Thirty-Two Crores) Equity Shares of Re. 1/- each. The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025, was Rs. 6,43,80,000/- (Rupees Six Crores Forty-Three Lakh Eighty Thousand Only) divided into 6,43,80,000 (Six Crores Forty-Three Lakh Eighty Thousand) equity shares of Re. 1/- each.

The paid-up share capital has been increased from 6,43,80,000 (Six Crores Forty-Three Lakh Eighty Thousand) equity shares of Re. 1/- each to 12,87,60,000 (Twelve Crores Eighty-Seven Lakh Sixty Thousand) equity shares of Re. 1/- each, pursuant to the issuance of bonus shares in 1:1 ratio to existing shareholders effective from April 3, 2025.

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. FUTURE PROSPECTUS

Capital Trade Links Limited (CTL), a BSE-listed and RBI-registered non-banking financial company (NBFC), envisions a dynamic future anchored in ethical finance, innovation, and inclusive economic growth. Since its establishment in 1984, CTL has earned a reputation as a trusted provider of expert financial service and strategic investment services. Over the next five years, the company aims to strengthen its position as a leader and role model in the financial services sector by expanding its nationwide presence and deepening its impact on both businesses and individuals.

The company plans to harness advanced financial technologies to enhance its lending operations, offering Al-powered platforms for personal, business, and bridge loans that cater to a wide range of client needs. Driven by a strong commitment to inclusive finance, CTL also plans to launch new loan products aimed at empowering underserved communities and sectors. By 2030, the company targets substantial growth in assets under management (AUM), customer base, and geographic coverage—operating in more than 12 states and serving over one million clients. Guided by a client-centric and service-oriented approach, Capital Trade Links Limited remains firmly dedicated to fostering entrepreneurship, promoting financial inclusion, and delivering long-term value to its stakeholders.

NBFCs are projected to continue growing in the coming years, though at a slightly slower pace than the previous two fiscals. While credit growth is expected to moderate to 13-15% in FY25 and FY26, this is still considered a healthy rate and above the historical average. Factors like economic revival, rising consumer demand, and the ability to reach underserved segments are expected to drive this growth.

10. 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. The Annual Listing fees for the Financial Year 2025-26 has been duly paid to the Stock Exchange.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented an internal financial controls system, taking into account the key components of various critical processes, both physical and operational. This system includes design, implementation, maintenance, and periodic internal reviews to ensure operational effectiveness and sustainability. These controls ensure the orderly and efficient conduct of business, adherence to company policies, safeguarding of assets, prevention of errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal financial controls related to the financial statements are adequate and operating effectively.

The Audit Committee defines the scope and area of Internal Audit and periodically reviews the Internal Audit Plans and Internal Audit Reports. Based on Internal Audit Reports and observations, appropriate corrective actions are suggested by the Audit Committee.

During the Financial Year, Internal Audit was regularly carried out and no material weakness was observed. There are adequate Internal Financial controls with reference to the financial systems. Those are periodically reviewed by the Statutory Auditors and by the Management, Board and Committees thereof.

12. 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.

• CHANGES IN DIRECTORS AND KMP DURING THE YEAR:

Appointment of Directors

• Mr. Sanjeev Kumar Sapra (DIN: 10842495) was appointed as an Independent Director of the Company on January 3, 2025. His appointment was subsequently approved by the shareholders of the Company through postal ballot e-voting on March 13, 2025.

Cessation of Directorship

• Mr. Ram Parvesh Yadav (DIN: 03265121) Independent Director resigned from the company w.e.f. October 07, 2024.

Change in Key Managerial Personnel:

• Ms. Anupriya Ojha has resigned from the designation Company Secretary and Compliance Officer of the company with effect from the closing of business hours of October 30, 2024.

• Ms. Kunika Agarwal was appointed as Company Secretary and Compliance Officer of the company with effect from November 01, 2024.

• Ms. Kunika Agarwal has resigned from the designation of the Company Secretary and Compliance Officer of the Company with effect from the closing of business hours of May 17, 2025.

• Ms. Mehvish was appointed as Company Secretary and Compliance Officer of the Company with effect from July 01, 2025.

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 have been given in the notice convening the Annual General Meeting.

13. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has, inter-alia, received the following declarations from all the Independent Directors confirming that:

• They meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• They have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

• The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

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 7 (Seven) 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).

16. COMMITTEES OF BOARD

The provisions of the Companies Act, 2013, the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 and Circular of Reserve Bank of India 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 and Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015, 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:

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015, the Board has formed a 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 and Regulation 20 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 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.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

19. DIRECTOR RESPONSIBILTY STATEMENT

i. that in preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates made are reasonable and prudent so as to give a true and 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, 2025;

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 year 2024-25, 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.

During the year under review, the Company has not entered into any transactions with Related Parties that could be considered material in terms of the Company's policy on the materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

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.

The Related Party Transaction Policy is available on the website of the Company at https://www.capitaltrade.in/ctl policies.php.

22. MEASURES FOR 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.

23. BUSINESS RESPONSIBILITY SUSTAINABILITY 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, 2025, based on the market capitalization of the company. Therefore, the requirement of preparing Business Responsibility Report is not applicable to the company.

24. 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, 2025 is available on the website of the Company at https://www.capitaltrade.in/investor Information.php.

25. RISK MANAGEMENT POLICY

The Board of Directors has established a Risk Management Policy to prevent events, situations, or circumstances that could negatively impact the Company's businesses. This policy provides a structured approach to managing uncertainty and integrating risk considerations into decisionmaking across all business divisions and corporate actions. Key business risks and their mitigation strategies are incorporated into the Annual/Strategic Business Plans and reviewed periodically during Management Reviews.

The Risk Management Committee has not identified any risks that, in their opinion, could threaten the Company's existence. Detailed discussions of relevant risks and concerns are included in the Management Discussion and Analysis Report, which is part of the Annual Report.

26. CORPORATE SOCIAL RESPONSIBILTY

The detailed Report on Company's CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in "Annexure-II" of this Report.

CSR Policy is available on the company's website at ittps://www.capitaltrade.in/ctl policies.php

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

27. AUDITORS AND AUDITOR'S REPORTS

A. STATUTORY AUDITOR

B. SECRETARIAL AUDITOR

C. COST RECORDS AND COST AUDITORS:

28. DETAILS OF FRAUD REPORTED BY THE AUDITOR:

29. STATUS OF LISTING FEES:

Listing Fees for the Financial Year 2025-26 have been duly paid to BSE, where the Company's shares are listed.

30. 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 VIII".

31. CORPORATE GOVERNANCE:

Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

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 V".

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.

32. 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 2024-25.

33. COMPANY POLICY RELATING TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT APPOINTMENT AND REMUNERATION AND DISCHARE OF THEIR DUTIES

In accordance to the provision of Section 178(3) 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, Key Managerial Personnel and Senior Management, who are one level below the Board of Directors of the company. Policy is also available on the website of the Company at ittps://www.capitaltrade.in/ctl policies.php.

The Nomination and Remuneration Committee decided the remuneration of executive Directors, key managerial personnel and Senior Management on the basis of following criteria;

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to executive directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

34. 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 nonperforming assets, capital adequacy, statutory liquidity ratio, etc.

35. 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.

36. 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 attached with this Report as "Annexure III".

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

Your Company has zero tolerance for Sexual Harassment of Women at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under.

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.

38. DISCLOSURE OF MATERIAL ORDER PASSED BY REGULATORS, COURTS OR TRIBUNAL

There were no significant or material orders passed by the Regulators, Courts or Tribunal that impact the ongoing concern status of the Company and the Company's operations in future.

39. IBC CODE & ONE TIME SETTLEMENT

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

40. ENHANCING SHAREHOLDERS' VALUE:

The Company recognizes its members as its most vital stakeholders. Therefore, the Company's operations are dedicated to attaining high levels of operational performance and cost efficiency, fostering growth, and strengthening its productive assets and resources while maintaining a strong corporate reputation. Additionally, the Company is committed to creating value for all its stakeholders by ensuring that its corporate actions have a positive impact on socioeconomic and environmental factors, contributing to sustainable growth and development.

41. CUSTOMER ENGAGEEMENT

The company is dedicated to fairness in both form and spirit in its dealings with customers. One of its primary objectives is to communicate transparently about terms, rights, and liabilities, empowering customers to make informed financial decisions.

To achieve this, the company fosters a culture of 'Customer Obsession,' aiming to provide a seamless experience throughout the entire customer journey from pre-disbursal to loan closure and beyond with additional value-added services. This approach allows the company to effectively measure the success of its customer engagement initiatives.

42. 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.

43. APPRECIATION

We extend our heartfelt gratitude 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, and other government and regulatory authorities, as well as our lenders, financial institutions, and the Company's bankers for their invaluable guidance and support. We sincerely appreciate their continued cooperation and assistance and look forward to their ongoing support in the future.

We also wish to thank our bankers, investors, customers, shareholders, stakeholders, and all other business associates for their unwavering support and trust in us.

Finally, the directors express their deep appreciation for all the employees, whose dedication, teamwork, active involvement, commitment, and professionalism have made the company's growth possible.

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

By Order of the board

For CAPITAL TRADE LINKS LIMITED

Sd/-

Krishan Kumar

Chairman & Non- Executive Director DIN:00004181

Date: August 04, 2025 Place: New Delhi