Capital Trust Ltd. — M&A Activity 2022

Apr 27, 2022

.

==> picture [102 x 32] intentionally omitted <==

Capital Trust Limited Corporate Identification Number: L65923DL1985PLC195299 Regd. Office: 205 Centrum Mall, M G Road, Sultanpur, New Delhi-110030 Tel: 999074312; E-mail: cs@capitaltrust.in; Website: www.capitaltrust.in

NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF EQUITY SHAREHOLDERS OF CAPITAL TRUST LIMITED

Day	Saturday
Date	28thdayof May,2022
Time	12:00 Noon
Mode of meeting	As per directions of the Hon’ble National Company Law Tribunal, Bench-VI at New Delhi, the meeting shall be conducted through Video Conferencing (“VC”)/ Other Audio-Visual Means(“OAVM”).

REMOTE E-VOTING

Cut-off date for e-voting	Saturday,21stMay,2022
Remote e-votingstart day,date and time	Tuesday,24thMay,2022 at9:00a.m. (IST)
Remote e-votingend day,date and time	Friday,27thMay,2022 at 5:00p.m.(IST)

INDEX

S. No.	**Description **	Page No.
1.	Notice of National Company Law Tribunal convened meeting of the equity shareholders of M/s Capital Trust Limited (“Transferee Company” or “Company”) under the provisions of sections 230 to 232 and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Merger Rules”).	1-12
2.	Explanatory Statement under sections 230(3), 232(1), 232(2) and 102 of the Act read with rule 6 of the Merger Rules.	13-25
3.	Annexure 1: Scheme of amalgamation amongst M/s Capital Trust Housing Finance Private Limited (“Transferor Company-1”) and M/s CapitalTrust Microfinance Private Limited (“Transferor Company-2”) with and into M/s Capital Trust Limited (“Transferee Company”)and their respective shareholders and creditors under the provisions of sections 230 to 232 of the Act (“Scheme”).	26-45
4.	Annexure 2: Report adopted by the Board of Directors of M/s Capital Trust Housing Finance Private Limited in their meeting held on 17thDecember, 2021, explaining the effect of Scheme on its shareholders, key managerial personnel, directors, promoters and non-promoter shareholders and other stakeholders, in terms of the provisions of section 232(2)(c) of the Act read with rule 6(3)(vi) of Merger Rules.	46-48
5.	Annexure 3: Copy of provisional financial statements for the period 1stApril, 2021 to 31st December,2021 of M/s Capital Trust HousingFinance Private Limited.	49-55
6.	Annexure 4: Report adopted by the Board of Directors of M/s CapitalTrust Microfinance Private Limited in their meetingheld on 17thDecember,2021,explainingthe	56-58

.

==> picture [102 x 33] intentionally omitted <==

	effect of Scheme on its shareholders, key managerial personnel, directors, promoters and non-promoter shareholders and other stakeholders, in terms of the provisions of section 232(2)(c) of the Act read with rule 6(3)(vi) of Merger Rules.
7.	Annexure 5: Copy of provisional financial statements for the period 1stApril, 2021 to 31st December, 2021 of M/s CapitalTrust Microfinance Finance Private Limited.	59-65
8.	Annexure 6: Report adopted by the Board of Directors of M/s Capital Trust Limited in their meeting held on 17thDecember, 2021, explaining the effect of Scheme on its shareholders, key managerial personnel, directors, promoters and non-promoter shareholders and other stakeholders, in terms of the provisions of section 232(2)(c) of the Act read with rule 6(3)(vi) of Merger Rules.	66-68
9.	Annexure 7: Copy of provisional financial statements for the period 1stApril, 2021 to 31st December, 2021 of M/s Capital Trust Limited.	69-80

.

1

==> picture [102 x 33] intentionally omitted <==

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL BENCH-VI AT NEW DELHI COMPANY APPLICATION No. (CAA)-11/ (PB)/ 2022

In the matter of the Companies Act, 2013

And

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

In the matter of Scheme of Amalgamation

Amongst

Capital Trust Housing Finance Private Limited

(Transferor Company-1/ Applicant Company-I)

And

CapitalTrust Microfinance Private Limited

(Transferor Company-2/ Applicant Company-II)

And

Capital Trust Limited

(Transferee Company/ Applicant Company-III)

And

Their respective Shareholders and Creditors

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF M/S CAPITAL TRUST LIMITED

Capital Trust Limited

CIN: L65923DL1985PLC195299, a company incorporated under the provisions of Companies Act, 1956 and having its registered office situated at 205 Centrum Mall, Sultanpur, M G Road, New Delhi110030

...Transferee Company

2

.

==> picture [102 x 33] intentionally omitted <==

FORM NO. CAA-2

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF M/S CAPITAL TRUST LIMITED (“TRANSFEREE COMPANY”/ “COMPANY”), PURSUANT TO THE DIRECTIONS OF HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENCH-VI AT NEW DELHI VIDE ORDER DATED APRIL 08, 2022

To,

The Equity Shareholders,

Notice is hereby given that by an order dated April 08, 2022 (“ Order ”) in Company Application No. (CAA)-11/PB/ 2022, the Hon’ble National Company Law Tribunal, Bench-VI at New Delhi (“ NCLT ” or “ Tribunal ”) has directed that a meeting of equity shareholders of the Company, be convened and held for the purpose of considering and if thought fit, approving with or without modification, the proposed scheme of amalgamation of M/s Capital Trust Housing Finance Private Limited (“ Transferor Company-1 ”) and M/s CapitalTrust Microfinance Private Limited (“ Transferor Company-2 ”) with and into M/s Capital Trust Limited (“ Transferee Company ” ) and their respective shareholders and creditors (“ Scheme ”), under the provisions of sections 230 to 232 and any other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ Merger Rules ”).

In pursuance of the said Order and as directed therein, further notice is hereby given that said meeting (“ Meeting ”) of the equity shareholders of the Company be held on Saturday, the 28[th] day of May, 2022 at 12:00 Noon through Video Conferencing (‘ VC’ )/ other Audio-Visual Means (“ OAVM ”) to consider and if thought fit, to approve with or without modification(s), the resolution for approval of the Scheme by requisite majority as prescribed under section 230(1) and 230(6) read with section 232(1) of the Act Companies Act, 2013 and Merger Rules.

At the meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s):

“ Resolved that pursuant to the provisions of sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force), relevant provisions of the Memorandum and Articles of Association of the Company and subject to the approval of the Hon’ble National Company Law Tribunal, Bench-VI at New Delhi (“ NCLT ”) and/or any other relevant government or regulatory authority, body, institution (hereinafter collectively referred as “ Concerned Authority ”), if any, of competent jurisdiction under applicable laws for the time being in force, and subject to such conditions or guidelines, if any, as may be prescribed, imposed or stipulated in this regard by the shareholders and/or creditors of the Company, Hon’ble NCLT or Concerned Authorities, from time to time, while granting such approvals, consents, permissions and/or sanctions under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the " Board ", which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) authorized by the Board to exercise its powers including the powers conferred by this resolution), the scheme of amalgamation amongst M/s Capital Trust Housing Finance Private Limited (“ Transferor Company-1 ”), M/s CapitalTrust Microfinance Private Limited (“ Transferor Company-2 ”) and M/s Capital Trust Limited (“ Transferee Company ”) and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”) as circulated along with the notice of the meeting be and is hereby approved.”

3

.

==> picture [102 x 33] intentionally omitted <==

“ Resolved further that the Board be and is hereby authorized to effectively implement the amalgamation embodied in the Scheme, make or accept such modification(s) amendment(s), limitation(s) and/or condition(s), if any, to the Scheme as may be required by the Hon’ble NCLT and/or any other authority while sanctioning the Scheme or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme or for any other such reason, as the Board may deem fit and proper, to resolve all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things as the Board may in its absolute discretion deems necessary or expedient for giving effect to the Scheme.”

Take Further Notice that in pursuance of the directions of the Hon’ble Tribunal and with the objective to maintain social distancing, the Meeting shall be conducted through VC/OAVM in compliance with the provisions of (i) sections 230 to 232 read with section 108 of the Act; (ii) rule (6)(3)(xi) of the Merger Rules; (iii) applicable provisions of the Companies (Management and Administration) Rules, 2014; (iv) regulation 44 & other applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015; and (iv) relevant circulars as issued by Ministry of Corporate Affairs (“ MCA Circulars ”) for the purpose of conducting meetings through VC/OAVM, for which the Company has provided the facility to its equity shareholders to attend the meeting through VC/OAVM and to cast their vote either through remote e-voting facility prior to the Meeting (“ Remote e-voting ”) or through e-voting system during the Meeting. Further, the Company has engaged the services of National Securities Depository Limited (“ NSDL ”) for providing the facility of voting through Remote e-voting and for participation in the Meeting through VC/OAVM facility and e-voting system during the Meeting.

A copy of notice convening the Meeting along with explanatory statement under sections 230(3), 232(1), 232(2) and 102 of the Act read with rule 6 of the Merger Rules, Scheme and other requisite enclosures as indicated in the index to this notice are enclosed herewith. Further, the aforesaid documents are also placed on the website of the Company viz. www.capitaltrust.in and will also be available on the website of BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) at www.bseindia.com and www.nseindia.com, respectively and also on the website of NSDL at www.evoting.nsdl.com. A recorded transcript or video proceedings of the Meeting shall also be made available on the website of the Company as soon as possible.

The Hon’ble Tribunal, vide its Order, has appointed Dr. M.K. Pandey, Advocate as Chairperson, Mr. Satwinder Singh, Advocate as an Alternate Chairperson and Mr. Kushagra Goyal, Chartered Accountant as Scrutinizer for the said Meeting or any adjournment(s) thereof.

The aforesaid Scheme, if approved by the Equity Shareholders of the Company, will be subject to subsequent approval of the Hon’ble Tribunal and/or any other approval as may be required.

For Capital Trust Limited

Date: 26.04.2022 Place: New Delhi

Sd/Vinod Kumar Raina Authorised Signatory

.

4

==> picture [102 x 33] intentionally omitted <==

NOTES:

1. In view of the COVID-19 pandemic and pursuant to the directions of the Hon’ble Tribunal vide order dated 8[th] April, 2022 (“ Order ”) and relevant MCA circulars along with circulars issued by the Securities and Exchange Board of India (“ SEBI Circulars ”) and in compliance with the provisions of the Act read with rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), as amended from time to time, the Meeting of equity shareholders of the Company is being conducted through VC/OAVM facility which does not require physical presence of the equity shareholders at a common venue. The deemed venue for the aforesaid Meeting shall be the Registered Office of the Company viz. 205 Centrum Mall, Sultanpur, M G Road, New Delhi-110030.

2. An explanatory statement under the provisions of sections 230(3), 232(1), 232(2) and 102 of the Act read with rule 6 of the Merger Rules setting out material facts forms part of this notice.

3. Since this Meeting is being held as per the directions of the Hon’ble Tribunal through VC/OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, in terms of MCA General Circular No. 14/2020 dated 8[th] April, 2020, the facility for appointment of proxies by the equity shareholders will not be available for the said Meeting and hence the proxy form, attendance slip and route map are not annexed to this notice.

4. Authorized representative of corporate equity shareholders may be appointed for the purpose of voting through Remote e-voting facility prior to the Meeting and for participation in the Meeting through VC/OAVM and e-voting during the Meeting. In this respect, corporate members intending to attend the Meeting are required to send a duly certified copy of the board resolution or authority letter or power of attorney of the board of directors or other governing body of such body corporate authorizing their representative(s) to attend and vote, at the e-mail ID of the scrutinizer at kushagra.goyal0108@gmail.com or at the e-mail ID of the Company at cs@capitaltrust.in with a copy marked to NSDL at evoting@nsdl.co.in not later than 48 (Forty-Eight) hours before the scheduled time of commencement of the Meeting.

5. The quorum will be counted as one for every client ID/ registered folio number irrespective of the number of joint holders. Further, the attendance of equity shareholders attending the meeting through VC/OAVM will be counted for the purpose of reckoning the quorum and as prescribed by the Hon’ble Tribunal vide its Order, quorum for the aforesaid Meeting shall be 5,300 (Five Thousand and Three Hundred) in number. Further, in terms of the Order, if the quorum is not present at the time of commencement of the Meeting, then the Meeting shall stand adjourned by half an hour and thereafter equity shareholders present on the e-platform shall be deemed to constitute the quorum.

6. All relevant documents referred to in the accompanying notice and explanatory statements are open for inspection by the equity shareholders at the registered office of the Company at 205 Centrum Mall, Sultanpur, M G Road, New Delhi-110030 on all working days between 11:00 a.m. (IST) to 01:00 p.m. (IST) up to the date of the Meeting and will also be made available at the Meeting. Said documents will also be made available for inspection through electronic means on request in writing or through e-mail to the Company at cs@capitaltrust.in.

5

.

==> picture [102 x 33] intentionally omitted <==

1. In pursuance of the directions of the Hon'ble Tribunal and with the objective to maintain social distancing, the Company has provided the facility of attending the meeting and voting through VC/OAVM so as to enable the equity shareholders, to consider and approve the Scheme by way of aforesaid resolution. National Securities Depository Limited (“ NSDL ”) will be providing facility for voting through remote e- voting prior to the Meeting, for participation in the Meeting through VC/OAVM facility and e-voting system during the Meeting.

2. The equity shareholders are informed that in case of joint holders attending the meeting, only such joint holder whose name stands first in the Register of Members/ List of Beneficial Owners as received from NSDL/ Central Depository Services (India) Limited (“ CDSL ”) (collectively referred to as “ Depositories ”) in respect of such joint holding will be entitled to vote.

3. In compliance with the directions of the Hon'ble Tribunal, this notice is being sent to all the equity shareholders of the Company individually whose names appear in the Register of Members / list of Beneficial Owners as per the details furnished by Depositories as on 22[nd] April, 2022 i.e. cutoff date for dispatch of notice through permitted mode.

4. This Notice convening the meetings of equity shareholders of the Company will be published through advertisement in “ Business Standard ” (English, Delhi NCR Edition) and “ Jansatta ” (Hindi, Delhi NCR Edition).

5. Voting rights shall be reckoned on the paid-up value of the shares registered in the names of equity shareholders as on “ cut-off date ” i.e. 21[st] May, 2022. Persons who are not equity shareholders of the Company as on the cut-off date should treat this notice for information purposes only.

6. In line with the MCA Circulars and SEBI Circulars, the notice of this Meeting will also be available on the website of the Company at website i.e. www.capitaltrust.in. The same can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively and also on the website of NSDL at www.evoting.nsdl.com.

7. As directed by Hon'ble Tribunal and pursuant to section 101 of the Act read with the rules made thereunder, (including any statutory modification(s), clarification(s), exemption(s) or reenactment(s) thereof for the time being in force) the notice together with the documents accompanying the same, is being sent by electronic mode to those shareholders whose e-mail addresses are registered with their Depository Participants (in case of electronic shareholding) / the Company's Registrar and Share Transfer Agents (in case of physical shareholding) .

8. In accordance with the provisions of sections 230-232 of the Act, the Scheme shall be acted upon only if a majority of persons representing three-fourth in value of the equity shareholders of the Company, voting in person (including through authorized representative) through VC/OAVM or through remote e-voting agree to the Scheme.

9. In compliance with the Order of Hon’ble Tribunal, the provisions of sections 230 to 232 read with section 108 of the Act, rule (6)(3)(xi) of the Merger Rules, applicable provisions of the Companies (Management and Administration) Rules, 2014, regulation 44 of SEBI Listing Regulations and relevant MCA Circulars, the Company is providing to its equity shareholders, a facility to exercise their right to vote on resolution proposed to be considered and passed at the meeting of the equity

.

6

==> picture [102 x 33] intentionally omitted <==

shareholders by electronic means and the business may be transacted through remote e-voting services. The facility of casting vote by the equity shareholders using an electronic voting system (“ Remote e-voting ”) will be provided by NSDL as detailed hereunder:

• A. The remote e-voting period will commence on Tuesday, 24[th] May, 2022 at 9:00 a.m. (IST) and ends on Friday, 27[th ] May, 2022 at 5:00 p.m. (IST). During this period, members holding equity shares either in physical form or in dematerialised form, as on the cut-off date i.e. 21[st] May, 2022, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

• B. The facility for electronic voting system, shall also be made available at the meeting. The members attending the meeting, who have not casted their votes through remote e-voting and are otherwise not barred from doing so, shall be able to exercise their voting rights at the meeting. The members who have already cast their votes through remote e-voting may attend the meeting but shall not be entitled to cast their votes again at the meeting.

INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period will begin on Tuesday, 24[th] May, 2022 at 9:00 a.m. (IST) and ends on Friday, 27[th ] May, 2022 at 5:00 p.m. (IST) . The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 21[st] May, 2022, may cast their vote electronically. The voting right of members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 21[st] May, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

https://www.evoting.nsdl.com

A. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. A new screen

.

7

==> picture [102 x 33] intentionally omitted <==

will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services under value added services. Click on “Access to e- Voting” under e-Voting services and you will be able to see e- Voting page. Click on options available against company name or e-Voting service provider i.e. NSDL and you will be re- directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS” Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.comand click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL. Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.comhome page. Th]e system will authenticate the user bysendingOTP on registered Mobile & Email as

.

8

==> picture [102 x 33] intentionally omitted <==

recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDL where the e-Voting is in progress.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.:1800 1020 990and1800 22 44 30.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at022-23058738or022-23058542-43.

• B. Login Method for e-voting shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
	https://www.evoting.nsdl.comeither on personal computer or on a mobile.

1.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.comeither on personal computer or on a mobile.
2.	Once the home page of e-Voting system is launched, click on the icon “Login” which is
	available under ‘Shareholder/Member’ section.
3.	A new screen will open. You will have to enter your User ID, your Password/OTP and a
	Verification Code as shown on the screen.
	Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in athttps://e-
	services.nsdl.com/with your existing IDeAS login. Once you log-in to NSDL e-services after
	using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote
	electronically.
4.	Your User ID details are given below:

.

9

==> picture [102 x 33] intentionally omitted <==

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
(a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
(b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
(c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

    - (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
   
    - (ii) If your email ID is not registered with the Company/ Depository Participants and they are not having their user ID and password, may obtain a login ID and password for casting his/her vote by remote e-voting at evoting@nsdl.co.in or by contacting NSDL at the toll free no. 1800-222-990 mentioning their Demat Account No./ Folio No.
   

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

   • a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

   • b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

   • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

   • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

.

10

==> picture [102 x 33] intentionally omitted <==

1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system.

How to cast your vote electronically and join Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and Meeting is in active status.

2. Select “EVEN” of Capital Trust Limited for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

1. Body Corporate Equity Shareholders (i.e. other than Individuals) are requested to send scanned copy (PDF/JPEG Format) of the relevant Board Resolution/Authority letter etc. authorizing the representative, who are authorized to vote and attend at the said meeting, to the Scrutinizer through e-mail at kushagra.goyal0108@gmail.com or to the Company at cs@capitaltrust.in with a copy marked to evoting@nsdl.co.in not later than 48 (Forty-Eight) hours before the scheduled time of commencement of the Meeting.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “ Forgot User Details/Password? ” or “ Physical User Reset Password? ” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Amit Vishal at evoting@nsdl.co.in

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS FOR E-VOTING FOR THE RESOLUTION SET OUT IN THIS NOTICE:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of any one share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs@capitaltrust.in.

11

.

==> picture [102 x 33] intentionally omitted <==

1. In case shares are held in demat mode, please update your email id with your depository. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

2. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:

1. The procedure for e-Voting on the day of the meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.

3. Members who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

5. Mr. Kushagra Goyal, Chartered Accountant has been appointed by Order of the Hon’ble Tribunal, as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.

INSTRUCTIONS FOR MEMBERS ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

12

.

==> picture [102 x 33] intentionally omitted <==

1. Shareholders who would like to express their views/ask questions during the meeting will be required to register themselves as speaker by sending their request from their registered e-mail ID, mentioning their name, DP ID and Client ID/Folio Number, Mobile Number etc. at cs@capitaltrust.in by 18[th] May, 2022.

2. Only those Shareholders who have registered themselves as speaker by 5.00PMon 25 March, 2022 will be able to speak at the meeting depending on availability of time.

3. Further, Shareholders who would like to have their questions/queries responded during the meeting requested to send such questions/queries in advance within the aforesaid date and time, by following similar process as stated above.

.

13

==> picture [102 x 33] intentionally omitted <==

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL BENCH-VI AT NEW DELHI COMPANY APPLICATION No. (CAA)-11/ (PB)/ 2022

In the matter of the Companies Act, 2013

And

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

In the matter of Scheme of Amalgamation

Amongst

Capital Trust Housing Finance Private Limited

(Transferor Company-1/ Applicant Company-I)

And

CapitalTrust Microfinance Private Limited

(Transferor Company-2/ Applicant Company-II)

And

Capital Trust Limited

(Transferee Company/ Applicant Company-III)

And

Their respective Shareholders and Creditors

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF CAPITAL TRUST LIMITED

Capital Trust Limited

CIN: L65923DL1985PLC195299, a company incorporated under the provisions of Companies Act, 1956 and having its registered office situated at 205 Centrum Mall, Sultanpur, M G Road, New Delhi-110030

...Transferee Company

EXPLANATORY STATEMENT UNDER SECTION 230(3), 232(1), 232(2) AND SECTION 102 OF THE COMPANIES ACT, 2013 (“ACT”) READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“MERGER RULES”) TO THE SCHEME OF AMALGAMATION AMONGST M/S CAPITAL TRUST HOUSING FINANCE PRIVATE LIMITED, M/S CAPITALTRUST MICROFINANCE PRIVATE LIMITED AND M/S CAPITAL TRUST LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

1. This is the statement accompanying the Notice convening the meeting of Equity Shareholders of M/s Capital Trust Limited (“ Transferee Company ”), pursuant to the order dated April 08, 2022 (“ Order ”) passed by the Hon’ble National Company Law Tribunal, Bench-VI at New Delhi (“ Tribunal ”) in Company Application No. (CAA)-11/ (PB)/ 2022, to be held on Saturday, May 28 , 2022 at 12:00 Noon through VC/OAVM, to consider, and if thought fit, to approve, with or without modification(s), the scheme of amalgamation (“ Scheme ”) amongst M/s Capital Trust Housing Finance Private Limited (“ Transferor Company-1 ”) and M/s Capitaltrust Microfinance

.

14

==> picture [102 x 33] intentionally omitted <==

Private Limited (“ Transferor Company-2 ”) with and into M/s Capital Trust Limited (“ Transferee Company ”) and their respective shareholders and creditors under sections 230 to 232 of the Act.

2. All the capitalized terms used in this explanatory statement and defined in the Scheme shall have the same meaning ascribed to them in the Scheme.

3. Details of the Transferor Company-1 / Applicant Company-I are given as under:

• a) Corporate Identification Number: U67200DL2017PTC314968

• b) Permanent Account Number: AAGCC9096F

• c) Name: Capital Trust Housing Finance Private Limited

• d) Date of incorporation: March 23, 2017

• e) Type of company: Private Limited Company

• f) Registered Office: 205 Centrum Mall, Sultanpur, M G Road, New Delhi-110030

• g) Email-id: capitaltrusthousing@gmail.com

• h) Details of capital structure: The authorized, issued, subscribed and paid-up share capital of the Transferor Company-1 as on December 31, 2021 is as follows:

Particulars	Amount (in Rs.)
Authorized Share Capital:
1,20,10,000equityshares of Rs.10/- each	12,01,00,000/-
**Total **	**12,01,00,000/- **
Issued, Subscribed and Fully Paid-up Share Capital:
1,05,10,000equityshares of Rs.10/- each	10,51,00,000/-
**Total **	**10,51,00,000/- **

Subsequent to the December 31, 2021 and till the date of issue of this Notice, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferor Company-1.

• i) Name of the stock exchange where securities of Transferor Company-1 are listed: The securities of Transferor Company-1 are not listed on any stock exchange in India.

• j) Main objects as per the Memorandum of Association of the Transferor Company-1: The main objects of Transferor Company-1 as set out in Clause III (A) of the Memorandum of Association are as under:

• (i) To provide long term finance to any person or persons or co-operative society or association of persons or body of individuals either at interest or without and / or with or without any security for construction, purchase, enlarge, or repair of any houses, flats, raw houses, bungalows, rooms, huts used for residential purpose either in total or part thereof.

• (ii) To provide long term finance to the aforesaid persons with or without interest and with or without any security for the purpose of enabling such customer to construct or purchase any free hold or leasehold lands, estate or interest in any property to be used for residential purposes upon such terms and conditions as the Company may deem fit.

• (iii) To provide affordable housing loan across India including Tier II and Tier III cities, semi- rural areas and the urban poor segment and to play a very critical role in empowering this segment in helping them buy their dream homes.

• k) Nature of the business carried on by the Transferor Company-1: The Transferor Company-1 was incorporated to engage in the business of housing finance and in this regard

.

15

==> picture [102 x 33] intentionally omitted <==

had applied for the license of Housing Finance but has withdrawn the same and do not intent to do NBFC business. Currently, the Transferor Company-1 has just deployed its funds as inter-corporate loans.

• l) Names of the present Promoters of the Transferor Company-1 along with their residential addresses:

S. No.	Name	Address
1.	Capital Trust Limited	205, 2ndFloor, Centrum Mall, Sultanpur, MG Road, New Delhi-110030
2.	Mr. Yogen Khosla	Rambagh farm, Kh. no. 1535, Asola village, Chattarpur, South Delhi-110074, India

• m) Names of present Directors/KMP along with their DIN/PAN and residential addresses of Transferor Company-1:

S. No	Name & **Designation **	DIN/PAN	Address
1.	Mr. Yogen Khosla, Director	00203165	Rambagh farm, Kh. no. 1535, Asola village, Chattarpur, South Delhi-110074, India
2.	Mr. Pawan Dubey, Director	01767875	23 b, Near Som Bazar Chowk, New Layalpur Extn, Krishna Nagar H.O, Delhi-110051
3.	Mr. Karan Singh, Director	07162292	House No. D-120, Ganesh Nagar, Pandav Nagar Complex, Shakarpur, Delhi-110092

.

• n) Details of change of name of the Transferor Company-1 in the last five years: There has been no change in the name of the Transferee Company in last five years

• o) Details of change of registered office of Transferor Company-1 in the last five years: Initially, the registered office of the Transferor Company-1 was situated at 366 Sultanpur, M G Road, New Delhi-110030 which was subsequently shifted to 507 DLF Courtyard, Saket, District Center, New Delhi-110017 with effect from 22[nd] June, 2020. Subsequently, the registered office of the Transferor Company-1 was again shifted to 205 Centrum Mall, Sultanpur, M G Road, New Delhi-110030 with effect from 1[st] October, 2020.

• p) Details of change of Objects of the Transferor Company-1 in the last five years: There has been no change in the objects of the Transferor Company-1 in the last five years.

• q) Date of Board Meeting at which the Scheme was approved: December 17, 2021

• r) The directors who gave their assent/ dissent: The Scheme was unanimously approved by all the directors of the Transferor Company-1.

• s) Amount due to Secured Creditors of the Transferor Company-1 as on September 30, 2021: The Transferor Company-1 has no Secured Creditor as on September 30, 2021.

• t) Amount due to Unsecured Creditors of the Transferor Company-1 as on September 30, 2021: The Transferor Company-1 has no Unsecured Creditor as on September 30, 2021.

• u) Disclosure about the effect of Scheme on the material interests of Directors/ KMP etc.: Kindly refer to the Report adopted by the Board of Directors of Transferor Company-1 in their meeting held on December 17, 2021 as annexed herewith and marked as Annexure-2 .

.

16

==> picture [102 x 33] intentionally omitted <==

• v) The Net Worth of the Transferor Company-1 as on December 31, 2021:

Particulars	Amount (in Rs.)
Equity ShareCapital	105,100,000
Other Equity	49,232,346
**Net-worth **	154,332,346

A copy of provisional financial statements for the period 1[st] April, 2021 to 31[st] December, 2021 of the Transferor Company-1 is annexed herewith and marked as Annexure-3 .

4. Details of the Transferor Company-2 / Applicant Company-II are given as under:

• a) Corporate Identification Number (CIN): U65921DL1990PTC287461

• b) Permanent Account Number: AAACP9871F

• c) Name: Capitaltrust Microfinance Private Limited

• d) Date of incorporation: August 01, 1990

• e) Type of company: Private Limited Company

• f) Registered Office: 205 Centrum Mall, Sultanpur, M G Road, New Delhi-110030

• g) Email-id: parikarmainvestments@gmail.com

• h) Details of capital structure: The authorized, issued, subscribed and paid up share capital of the Transferor Company-2 as on December 31, 2021 is as follows:

Particulars	Amount (in Rs.)
Authorized Share Capital:
25,00,000 equityshares of Rs.100/- each	25,00,00,000/-
Total	25,00,00,000/-
Issued, Subscribed and Fully Paid-up Share Capital:
16,20,010 equityshares of Rs. 100/- each	16,20,01,000/-
Total	16,20,01,000/-

Subsequent to the December 31, 2021 and till the date of issue of this Notice, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferor Company-2.

• i) Name of the stock exchange where securities of Transferor Company-2 are listed: The securities of Transferor Company-2 are not listed on any stock exchange in India.

• j) Main objects as per the Memorandum of Association of the Transferor Company-2: The main objects of Transferor Company-2 as set out in Clause III (A) of the Memorandum of Association are as under:

• (i)To buy, sell, invest, transfer, dispose of and otherwise deal in shares, stocks, debentures, debenture stock, bonds fully paid and partly paid up and securities of any kind issued or guaranteed by any Company, Corporation or Undertaking, private or public, to promote the formation and mobilization of Capital, to manage capital savings and investments, to undertake bills discontinuing business, to purchase , finance , discount , rediscount bills of exchange, to act as discount and acceptance house, to arrange acceptance or coacceptance of bills, to act as financial intermediaries, finance broker, to borrow, to lend, to negotiate loans, to transact business as promoter, financiers, monetary agents, to carry on the business of a Company established with the object of financing Industrial enterprises within the meaning of Section 370 of the Companies Act, 1956, to carry on the business of leasing, hire purchase and letting on hire and entering into any financial arrangements in acquiring by import or otherwise and providing on lease, hire or rent in India and abroad all types of plants, machinery, equipment, tools, dies, mould, appliances, instruments furniture , vehicles including motor cars, buses, lorries, trucks, tampoo, rikshaws, coaches,

.

17

==> picture [102 x 33] intentionally omitted <==

motor-cycles, scooters and motor vehicles of all kinds and description, to invest the capital and other funds of the Company in the purchase or acquisition of or rights, movable and immovable properties, to use the capital, funds and assets of the Company as security for borrowing and acquisition of or rights; in movable or immovable properties, shares, stocks, debentures, debenture stocks, bonds, mortgages, obligations, securities, revolving underwriting facilities and issue, acceptance and registration of all type of instruments, to raise or provide venture capital, to promote or finance the promotion of all types of instruments and to revolve investments of all kinds, to assist and develop financial services supermarket, to transact in inter corporates bills, import/export financing, factoring, consumer financing and foreign exchange broking, to collaborate and tie up with any financial institution or body corporate as also act as a representative on behalf of any financial institution for providing all or any of the aforesaid financial services.

• (ii) ………………………..

• (iii) To carry on the business of finance in all its branches.

• (iv) To reduce poverty in India, by carrying on business of providing microfinance services, as permitted from time to time by the reserve bank of India, exclusively to large number of women in their villages for income generation.

• (v) ………………….....

• (vi) …………………….

• (vii) To carry on business as insurance agents including micro insurance agents for all classes of insurance business, and as insurance advisers, pensions advisers, consultant assessors, valuers, surveyors, average and adjusters and other related activities.” To design, buy, sell, produce, manufacture, import, export, repair, maintain and deal in all kinds of security systems, devices, appliances, and parts and accessories thereof whether electrical, electronic, mechanical, solar and any other kind of energy.

• k) Nature of business carried out by Transferor Company-2: The Transferor Company-2 is engaged in microfinance business and is registered with RBI as Non-Deposit taking Systemically Important (ND-SI) Non-Banking Finance Company-Micro Finance Institution.

• l) Names of the present Promoters of the Transferor Company-2 along with their residential addresses:

S. No.	Name	Address
1.	Capital Trust Limited	205, 2ndFloor, Centrum Mall, Sultanpur, MG Road, New Delhi-110030
2.	Mr. Yogen Khosla	Rambagh farm, Kh. no. 1535, Asola village, Chattarpur, South Delhi-110074, India

• m) Names of present Directors/KMP along with their DIN/PAN and residential addresses of Transferor Company-2:

S. No	Name & Designation	DIN/PAN	Address
1.	Mr. Yogen Khosla, Managing Director	00203165	Rambagh farm, Kh. no. 1535, Asola village, Chattarpur, South Delhi-110074, India
2.	Mr. Pawan Dubey, Director	01767875	23 b, Near Som Bazar Chowk, New Layalpur Extn, Krishna Nagar H.O, Delhi-110051

.

18

==> picture [102 x 33] intentionally omitted <==

3.	Ms. Anju Khosla, Director	03496484	Rambagh farm, Kh. no. 1535, Asola village, Chattarpur, South Delhi-110074, India
4.	Mr. Yuv Vir Khosla, Director	07654913	Rambagh farm, Kh. no. 1535, Asola village, Chattarpur, South Delhi-110074, India
5.	Mr. Sukumara Pillai, CFO (KMP)	AECPP55 54L	Thiruvathira Njakkanal P.O Krishna puram Alappuzha District Kerala State 690533

• n) Details of change of name of the Transferor Company-2 in the last five years: The name of the Transferor Company-2 was changed from “Parikarma Investments and Financial Services Private Limited” to its present name viz. “CapitalTrust Microfinance Private Limited” and a fresh certificate of registration confirming the change of name of the Transferor Company-2 was issued by the Registrar of Companies, NCT of Delhi & Haryana on January 12, 2017.

• o) Details of change of registered office of Transferor Company-2 in the last five years: Initially, at the time of incorporation, the registered office of the Transferor Company-2 was situated in the state of Punjab. Subsequently, in the year 2015, the registered office of the Transferor Company-2 was shifted from the state of Punjab to the NCT of Delhi and in this regard, a certificate confirming the registration of shifting of registered office was issued by the Registrar of Companies, NCT of Delhi & Haryana on November 20, 2015.

• p) Details of change of Objects of the Transferor Company-2 in the last five years: There has been no change in the objects of the Transferor Company-2 in the last five years.

• q) Date of Board Meeting at which the Scheme was approved: December 17, 2021

• r) The directors who gave their assent / dissent: The Scheme was unanimously approved by all the directors of the Transferor Company-2.

• s) Amount due to Secured Creditors of the Transferor Company-2 as on September 30, 2021: The Transferor Company-2 has no Secured Creditor as on September 30, 2021.

• t) Amount due to Unsecured Creditors of the Transferor Company-2 as on September 30, 2021: The Transferor Company-2 has 1( One ) Unsecured Creditors for an outstanding debt of Rs. 80,92,799/-(Rupees Eighty Lakh Ninety Two Thousand Seven Hundred And Ninety Nine ) as on September 30, 2021.

• u) Disclosure about the effect of Scheme on the material interests of Directors/ KMP etc.: Kindly refer to the Report adopted by the Board of Directors of Transferor Company-2 in their meeting held on December 17, 2021 as annexed herewith and marked as Annexure-4 .

• v) The Net Worth of the Transferor Company-2 as on December 31, 2021:

Particulars	Amount (in Rs.)
EquityShare Capital	162,001,000
Other Equity	199,490,904
**Net-worth **	**361,491,904 **

A copy of provisional financial statements for the period 1[st] April, 2021 to 31[st] December, 2021 of the Transferor Company-2 is annexed herewith and marked as Annexure-5 .

19

.

==> picture [102 x 33] intentionally omitted <==

5. Details of the Transferee Company/ Applicant Company-III are given as under:

• a) Corporate Identification Number (CIN): L65923DL1985PLC195299

• b) Permanent Account Number: AAACC0188L

• c) Name: Capital Trust Limited

• d) Date of incorporation: August 23, 1985

• e) Type of company : Listed Public Company

• f) Registered Office: 205 Centrum Mall, M G Road, Sultanpur, Delhi-110030

• g) Email-id: cs@capitrust.in

• h) Details of capital structure: The authorized, issued, subscribed and paid up share capital of the Transferee Company as on December 31, 2021 is as follows:

Particulars	Amount (in Rs.)
Authorized Share Capital:
3,00,00,000 equityshares of Rs.10/- each	30,00,00,000/-
Total	30,00,00,000/-
Issued, Subscribed and Fully Paid-up Share Capital:
1,63,61,415equityshares of Rs.10/- each	16,36,14,150/-
Total	16,36,14,150/-

Subsequent to the December 31, 2021 and till the date of issue of this Notice, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferee Company.

• i) Name of the stock exchange where securities of Transferee Company are listed: The equity shares of Transferee Company are listed on BSE Limited and National Stock Exchange of India Limited.

• j) Main objects as per the Memorandum of Association of the Transferee Company: The main objects of Transferee Company as set out in Clause III (A) of the Memorandum of Association are as under:

• (i) To provide Multi-dimensional services, i.e. innovation in financial Intermediation, improve the quality of existing financial services, either individually or in collaboration with well-known and reputed merchant banking institution and IFC of Washington; help to provide survey of foreign markets for increase in Indian exports; to procure technical knowhow of import leasing into the country; arrange funds from foreigners and/or non-resident Indians on repatriable and non-repatriable basis; create barter trade and/or counter trade facilities and in this respect design strategies to provide specialist services in all respects; create the investment market for non-resident Indians and provide them personal financial planning, investment planning, tax planning portfolio advice and assistance on identification of industrial projects, provide umbrella of services required for merchant trading. The said services shall be inclusive of providing management for institutional funds create for organisation like Banks, Insurance Companies, Trusts, Leasing Companies and for other Corporate or nonCorporate Bodies. Company shall promote and organise "Mutual Growth Funds" for non-resident Indians inside India and outside India and act as Managers, Marketing Agents, Investment Advisors; organise "Mutual Growth Funds" in India with the specific object to earn better Income for investors in the funds by investing the same in long short-term loans in Public and/or Private Corporate Bodies.

• (ii) To carry on the business of leasing, hire purchase, export and import finance, financing tea, coffee and rubber estates and providing finance to all types of trading

.

20

==> picture [102 x 33] intentionally omitted <==

activities; provide 'acceptance house' and "Confirming House" services; provide Venture Capital and Merchant banking services on modern lines to all types of small, medium and large industries.

• (iii) …………………………………………..

• (iv) ……………………………………………

• (v) To undertake the micro-financing activities in the urban and rural areas to provide financial assistance to individuals in the form of Income Generation loans, livelihood loans, consumption loans, emergency loans and loans for the promotion and growth of labour intensive activities for upliftment of human enterprises such as production of handloom fabrics, garments, carpets, sericulture, handicrafts, repair workshops, provision stores, setting up tea shops etc. Micro credit can be extended for buying buffalos, setting up milk dairy, setting up poultry farms etc.

• k) Nature of business carried out by Transferee Company: The Transferee Company is a NonDeposit taking Systemically Important (ND-SI) Non-Banking Finance Company registered with RBI and is engaged in the business of providing loan to Micro and Small Enterprises.

• l) Names of the present Promoters of the Transferee Company along with their residential addresses:

S. No.	Name	Address
1.	Mr. Yogen Khosla	Rambagh farm, Kh. no. 1535, Asola village, Chattarpur,South Delhi-110074,India
2.	Moonlight Equity Private Limited	Khasra No. 850 Village Bhati Khurd New Delhi South Delhi DL 110074 IN

• m) Names of present Directors/KMP along with their DIN/PAN and residential addresses of Transferee Company:

S. No	Name & **Designation **	DIN/PAN	Address
1.	Mr. Yogen Khosla, Managing Director	00203165	Rambagh farm, Kh. no. 1535, Asola village, Chattarpur, South Delhi-110074, India
2.	Mr. Pawan Dubey, Director	01767875	23 b, Near Som Bazar Chowk, New Layalpur Extn, Krishna Nagar H.O, Delhi-110051
3.	Mr. Sanjiv Syal, Director	00271256	C-102, Anand Niketan, South, Moti Bagh, Delhi-110021, India
4.	Mr. Govind Saboo, Director	06724172	97, Deena Nath Ka Rasta, Chand Pole Bazar, Jaipur-302001, Rajasthan, India
5.	Mr. Vahin Khosla, Director	07656894	Rambagh Farm, Kh No. 1535, Asola Village, Chattarpur-110074, South Delhi, India
6.	Mrs. Suman Kukrety, Director	08730773	1185, MSB, Timarpur, Civil Lines, Delhi- 110054, India
7.	Mr. Vinod Kumar Raina, Chief Financial Officer	AFDPR8 473A	G-02, Tower - 7, La- Residentia, Tech Zone- 4, Greater Noida West, UP 201309

.

21

==> picture [102 x 33] intentionally omitted <==

1. Mrs. Tanya Sethi, EWJPS64 1/6892. East Rohtash Nagar, Shahdara, Company Secretary 42H Delhi- 110032

2. n) Details of change of name of the Transferee Company in the last five years: There has been no change in the name of the Transferee Company in last five years.

3. o) Details of change of registered office of Transferee Company in the last five years: Initially, the registered office of the Transferee Company was situated at 366 Sultanpur, M G Road, New Delhi-110030 which was subsequently shifted to 507 DLF Courtyard, Saket, District Center, New Delhi-110017 with effect from 22[nd] June, 2020. Subsequently, the registered office of the Transferee Company was again shifted to 205 Centrum Mall, Sultanpur, M G Road, New Delhi-110030 with effect from 1[st] October, 2020.

4. p) Details of change of Objects of the Transferee Company in the last five years: There has been no change in the objects of the Transferee Company in the last five years.

5. q) Date of Board Meeting at which the Scheme was approved: December 17, 2021.

6. r) The directors who gave their assent / dissent: The Scheme was unanimously approved by all the directors of the Transferee Company.

7. s) Amount due to Secured Creditors of the Transferee Company as on September 30, 2021: The Transferee Company has 22 ( Twenty-Two ) Secured Creditors for an outstanding debt of Rs. 132,30,46,980/- ( Rupees One Hundred And Thirty Two Crores Thirty Lakhs Forty Six Thousand Nine Hundred And Eighty only ) as on September 30, 2021.

8. t) Amount due to Unsecured Creditors of the Transferee Company as on September 30, 2021: The Transferee Company has 2 ( Two ) Unsecured Creditors for an outstanding debt of Rs. 8,31,250/- ( Rupees Eight Lakhs Thirty One Thousand Two Hundred And Fifty only ) as on September 30, 2021.

9. u) Disclosure about the effect of Scheme on the material interests of Directors/ KMP etc.: Kindly refer to the Report adopted by the Board of Directors of Transferee Company in their meeting held on December 17, 2021 as annexed herewith and marked as Annexure-6 .

10. v) The Net Worth of the Transferee Company as on December 31, 2021:

Particulars	Amount (in Rs.)
Equity ShareCapital	162,175,000
Other Equity	1,025,438,264
Net-worth	1,187,613,264

A copy of provisional financial statements for the period 1[st] April, 2021 to 31[st] December, 2021 of the Transferee Company is annexed herewith and marked as Annexure-7 .

6. Relationship between the Companies who are parties to the Scheme:

The Transferor Companies are wholly-owned subsidiary of the Transferee Company.

7. The salient features of the Scheme are set out hereunder:

• A. The Board of Directors of the Applicant Companies are of the view that the proposed Scheme shall have the following benefits:

• (a) Optimum and efficient utilization of resources either in form of assets and sharing of ancillary facilities;

.

22

==> picture [102 x 33] intentionally omitted <==

• (b) Benefit of obtaining synchronization of synergies;

• (c) Structured, sharper and better management focusing on holistic growth of the businesses;

• (d) Rationalizing multiple subsidiaries in the group to ensure optimized legal entity structure more aligned with the business by reducing the number of legal entities and re-organizing the legal entities in the group structure;

• (e) Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company;

• (f) Concentrated effort and focus by the management to grow the business by eliminating duplicative communication and burdensome co-ordination efforts across multiple entities;

• (g) Cost saving by way of reduction of overheads, administrative, managerial and other expenditure and to bring about operational rationalization and efficiency; and

• (h) Synchronization of efforts to achieve uniform corporate policy and ease in decision making at the group level of the Transferee Company.

• B. The Appointed Date of the Scheme is April 1, 2021.

• C. “Effective Date” means the last of the dates on which all the conditions and matters referred to in Clause 24 of Part E of the Scheme have been fulfilled.

Provided that references in this Scheme to the date of “upon coming into effect of the Scheme” or “upon the scheme becoming effective” or “effectiveness of the Scheme” shall mean the Effective Date.

• D. Upon coming into effect of this Scheme and with effect from Appointed Date and subject to provisions of the Scheme, all property(ies), being movable or immovable, tangible or intangible, intellectual property rights belonging to the Transferor Companies and rights, titles and interest therein, if any, shall pursuant to provisions of section 232(4) of the Act be transferred to and stand vested in the Transferee Company;

• E. All statutory licenses including but not limited to permits, quotas, approvals, permissions, incentives, business certifications and all other registration certificates issued to Transferor Companies under applicable laws and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits accrued to or which may accrue to Transferor Companies shall, pursuant to provisions of section 232(4) of the Act be transferred to and stand vested in and be available to Transferee Company;

• F. All Secured and Secured liabilities, loans, borrowings whether (long-term or short-term), including liabilities of every kind, nature and description, whether present or future, of the Transferor Companies shall also be transferred to and vested in or be deemed to be transferred to and stand vested in, without any further act, instrument or deed, to Transferee Company pursuant to provisions of sections 230 to 232 of the Act;

• G. All suits, actions and other proceedings including legal and taxation proceedings (before any statutory or quasi-judicial authority or tribunal or any court) by or against Transferor Companies pending and/or arising on or before Effective Date shall be continued and/or be enforced by or against Transferee Company;

23

.

==> picture [102 x 33] intentionally omitted <==

• H. All inter-company transactions between the Transferor Companies and Transferee Company including but not limited to any loans, advances due or outstanding, agreements or memorandum of understanding executed between the Transferor Companies and Transferee Company shall stand cancelled as on Effective Date and shall be of no effect;

• I. All staff, workmen and employees who are in employment of Transferor Companies on Effective Date shall become staff, workmen and employees of Transferee Company with effect from Appointed Date on the basis that:

• [

• (i) their employment shall be deemed to have been continuous and not been interrupted by reasons of the said transfer; and

• (ii) terms and conditions of their employment after such transfer shall not in any way be less favorable to them than those applicable to them immediately preceding the said transfer;

• J. The Transferor Companies shall, with effect from Appointed Date and up to and including Effective Date, carry on its business and other incidental matters for and on account of and in trust for Transferee Company;

• K. The amalgamation of Transferor Companies with and into Transferee Company shall be accounted as per “Pooling of Interest Method” provided under Appendix C of the Indian Accounting Standard (IND AS) 103 for ‘Business Combinations’ as prescribed under section 133 of the Act, as notified under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time;

• L. Upon the Scheme coming into effect and with effect from the Appointed Date, the authorised share capital of the Transferor Companies as on Effective Date shall stand transferred to and be added with the authorised share capital of the Transferee Company, without any liability for payment of any additional fee (including fee payable to Registrar of Companies, except as may be required as per the applicable provisions of the Act) or stamp duty. The consent of shareholders of Transferee Company to the Scheme shall be sufficient for the purpose of effecting amendment in the Memorandum of Association and Articles of Association of Transferee Company and that no further resolution under Sections 13, 14 and 61 of the Act and any other applicable provisions of the Act would be required to be separately passed, nor any additional registration fee etc. be payable by the Transferee Company. However, Transferee Company shall file the amended copy of its Memorandum of Association and Articles of Association with the Registrar of Companies within a period of 30 (Thirty) days from Effective Date and the Registrar of Companies shall take the same on record in terms of clause 19 of the Scheme;

• M. In terms of clause 18 of the Scheme, since the Transferor Companies are wholly owned subsidiaries of the Transferee Company, all the equity shares along with the respective share certificates held by the Transferee Company either by itself or through its subsidiaries/ nominees in the Transferor Companies, shall, without any further application, act, instrument or deed, stand cancelled and be of no effect on and from the Effective Date. Accordingly, there will be no issuance and allotment of equity shares of the Transferee Company to itself, being the shareholder of the Transferor Companies.

• N. Upon the effectiveness of the Scheme, the Transferor Companies shall be dissolved without following the process of winding up; and

.

24

==> picture [102 x 33] intentionally omitted <==

• O. The Scheme is and shall be conditional upon:

[

• (i) The approval of the Scheme by the respective requisite majorities in number and value of the shareholders and/or creditors (where applicable) of the Companies in accordance with Section 230 to 232 of the Act;

• (ii) The Scheme being sanctioned by the Tribunal in terms of Sections 230 to 232 and other relevant provisions of the Act and the requisite orders of the Tribunal;

• (iii) Any other sanction or approval of the appropriate authorities concerned, as may be considered necessary and appropriate by the respective Board of Directors of the Transferor Companies and the Transferee Company being obtained and granted in respect of any the matters for which such sanction or approval is required;

• (iv) Approval of the Scheme by RBI; and

• (v) Certified copies of the orders of the Tribunal sanctioning this Scheme being filed by the Companies with the relevant Registrar of Companies as per the provisions of the Act.

The above are only the salient features of the Scheme. For more details, please refer to the Scheme as annexed herewith and marked as “ Annexure-1 ”.

8. Pre and Post Scheme capital structure:

Pre-Scheme capital structure of the Transferor Companies and Transferee Company are detailed in clause 6.1 of the Scheme. Pursuant to the terms of the clause 19 of the Scheme, the authorized share capital of the Transferor Companies shall stand cancelled and the Transferor Companies shall be dissolved upon the Scheme becoming effective. Pursuant to the Scheme becoming effective, the authorized share capital of the Transferor Companies as on the Effective Date shall stand transferred to and be added with the authorized share capital of the Transferee Company. Further, there will be no issue of shares by the Transferee Company to the shareholders of the Transferor Companies upon the Scheme becoming effective, therefore, there will be no change in post amalgamation paid-up share capital of the Transferee Company.

9. The proposed Scheme is not intended to bring any beneficial effect or any material interest in any manner to any person(s) who is/are for the time being directors, key managerial personnel of the Transferee Company involved in the Scheme except to the extent of their shareholding, if any, in the Transferee Company.

10. The Scheme will be in the best interests of Transferor Companies and Transferee Company, their respective shareholders and creditors. The said Scheme will not adversely affect the rights of any of the shareholders and creditors of the Transferor Companies and Transferee Company in any manner whatsoever.

11. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the proposed scheme of amalgamation: Since, the Transferor Company-2 is a registered with RBI accordingly, the RBI being a sectoral regulator vide letter dated 24[th] March, 2022 has provided its no-objection to the Scheme. Further, SEBI vide its circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23[rd] November, 2021 provides that the requirement of obtaining no-objection or observation letter from SEBI is not required in case the scheme solely provides for merger of a wholly owned subsidiary with its parent company, since, the present Scheme involves merger of wholly-owned subsidiary companies with and into their parent company, therefore, the requirement of obtaining no objection or observation letter from SEBI does not arise in the instant case.

25

.

==> picture [102 x 33] intentionally omitted <==

12. The proposed Scheme does not involve any capital debt restructuring.

13. The proposed amalgamation is made under the provisions of sections 230 to 232 of the Act and the same if sanctioned by this Hon’ble Tribunal will take effect from April 01, 2021, i.e., the Appointed Date as provided in the Scheme.

14. It is hereby confirmed that a copy of the Scheme shall be filed with the Registrar of Companies, NCT of Delhi and Haryana by the Transferor Companies and Transferee Company. In compliance with the requirement of section 230(5) of the Companies Act, 2013 read with rule 6 of the Merger Rules.

15. No winding up proceedings are pending against the Transferor Companies and Transferee Company as on date.

16. The following documents will be open for inspection by the Equity Shareholders at the registered office of the Transferee Company at 205 Centrum Mall, M G Road, Sultanpur, New Delhi-110030 on all working days (except Saturday and Sunday) during business hours up to the date of the ensuing Meeting and at the Meeting during the Meeting hours:

• a) Scheme of Amalgamation;

• b) Copy of the Statutory Auditors’ certificates of the respective Transferor Companies and Transferee Company to the effect that the accounting treatment in the Scheme is in conformity with the Accounting Standards prescribed under section 133 of the Act;

• c) Copy of the Order passed by the Hon’ble NCLT dated April 08, 2022 in Company Application No. (CAA)-11/ (PB)/ 2022;

• d) Copies of the Memorandum of Association and Articles of Association of the Transferor Companies and Transferee Company;

• e) Copies of audited financial statements (including the consolidated financial statements) for the financial year ended 31[st] March, 2021 and provisional financial statements for the period 1[st] April, 2021 to 31[st] December, 2021 of the Transferor Companies and Transferee Company;

• f) Copies of the resolutions passed by the respective Board of Directors of the Transferor Companies and Transferee Company in their meetings held on December 17, 2021 respectively, approving the Scheme; and

• g) Copies of the reports adopted by the Board of Directors of Transferor Companies and Transferee Company, pursuant to the provisions of section 232(2)(c) of the Act.

• h) Copy of RBI approval letter to the proposed Scheme.

For Capital Trust Limited

Date: 26.04.2022 Place: New Delhi

Sd/Vinod Kumar Raina Authorised Signatory

Registered Office:

205 Centrum Mall, M G Road, Sultanpur, New Delhi-110030

26

ANNEXURE-1

.

==> picture [482 x 222] intentionally omitted <==

==> picture [482 x 222] intentionally omitted <==

==> picture [482 x 129] intentionally omitted <==

27

.

==> picture [484 x 222] intentionally omitted <==

==> picture [484 x 223] intentionally omitted <==

==> picture [484 x 223] intentionally omitted <==

==> picture [484 x 127] intentionally omitted <==

28

.

==> picture [486 x 223] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 124] intentionally omitted <==

29

.

==> picture [486 x 223] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 124] intentionally omitted <==

30

.

==> picture [486 x 223] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 124] intentionally omitted <==

31

.

==> picture [487 x 224] intentionally omitted <==

==> picture [487 x 225] intentionally omitted <==

==> picture [487 x 224] intentionally omitted <==

==> picture [487 x 123] intentionally omitted <==

32

.

==> picture [487 x 224] intentionally omitted <==

==> picture [487 x 225] intentionally omitted <==

==> picture [487 x 224] intentionally omitted <==

==> picture [487 x 123] intentionally omitted <==

33

.

==> picture [488 x 792] intentionally omitted <==

34

.

==> picture [486 x 223] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 124] intentionally omitted <==

35

.

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 225] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 123] intentionally omitted <==

36

.

==> picture [486 x 792] intentionally omitted <==

37

.

==> picture [484 x 222] intentionally omitted <==

==> picture [484 x 223] intentionally omitted <==

==> picture [484 x 223] intentionally omitted <==

==> picture [484 x 127] intentionally omitted <==

38

.

==> picture [484 x 792] intentionally omitted <==

39

.

==> picture [487 x 224] intentionally omitted <==

==> picture [487 x 225] intentionally omitted <==

==> picture [487 x 224] intentionally omitted <==

==> picture [487 x 123] intentionally omitted <==

40

.

==> picture [484 x 792] intentionally omitted <==

41

.

==> picture [486 x 792] intentionally omitted <==

42

.

==> picture [486 x 792] intentionally omitted <==

43

.

==> picture [486 x 792] intentionally omitted <==

44

.

==> picture [486 x 792] intentionally omitted <==

45

.

==> picture [486 x 223] intentionally omitted <==

==> picture [486 x 223] intentionally omitted <==

==> picture [486 x 224] intentionally omitted <==

==> picture [486 x 125] intentionally omitted <==

ANNEXURE-2

.

46

CAPITAL TRUST HOUSING FINANCE PRIVATE LIMITED CIN-U67200DL2017PTC314968

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF M/S CAPITAL TRUST HOUSING FINANCE PRIVATE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3)(VI) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 IN THEIR MEETING HELD ON FRIDAY, 17[th] DECEMBER, 2021 AT 2:45 P.M AT 205 CENTRUM MALL, SULTANPUR, MG ROAD, NEW DELHI

1. Background :

• 1.1 The proposed scheme of amalgamation (“ Scheme ”) provides for amalgamation of M/s Capital Trust Housing Finance Private Limited (“ Transferor Company-1 ”/“ Company ”) and M/s CapitalTrust Microfinance Private Limited (“ Transferor Company-2 ”) with and into M/s Capital Trust Limited (“ Transferee Company ”) on a going concern basis as per the provisions of sections 230 to 232 of the Companies Act, 2013 (“ Act ”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 [For the sake of convenience, Transferor Company-1 and Transferor Company-2 are hereinafter collectively referred to as “ Transferor Companies ”. Further, Transferor Companies and Transferee Company are hereinafter collectively referred to as “ Companies ”] .

• 1.2 The Board of Directors of the Company have considered following documents:

• 1.2.1 Draft Scheme; and

• 1.2.2 Certificate received from M/s JKVS & Co., Chartered Accountants, Firm Regn. No. 318086E, confirming the Accounting Treatment followed in the Scheme is in compliance with the applicable Accounting Standards as specified by the Central Government under section 133 of the Act.

• 1.3 Upon amalgamation of Transferor Companies with and into Transferee Company, the Transferor Companies shall stand dissolved without following the process of winding up.

2. Rational for the Scheme:

The business activities of the Transferor Companies are ancillary and incidental to the main business operations of the Transferee Company. Amalgamation would result in the following benefits to the Transferee Company:

• a) Optimum and efficient utilization of resources either in form of assets and sharing of ancillary facilities;

• b) Benefit of obtaining synchronization of synergies;

• c) Structured, sharper and better management focusing on holistic growth of the businesses; d) Rationalizing multiple subsidiaries in the group to ensure optimized legal entity structure more aligned with the business by reducing the number of legal entities and re-organizing the legal entities in the group structure;

• e) Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company;

• f) Concentrated effort and focus by the management to grow the business by eliminating duplicative communication and burdensome co-ordination efforts across multiple entities;

Regd. Office: 205, Centrum Mall, Sultanpur, MG Road, New Delhi-110030

Tel: 9999074312, Email id: capitaltrusthousing@gmail.com

.

47

CAPITAL TRUST HOUSING FINANCE PRIVATE LIMITED CIN-U67200DL2017PTC314968

• g) Cost saving by way of reduction of overheads, administrative, managerial and other expenditure and to bring about operational rationalization and efficiency; and

• h) Synchronization of efforts to achieve uniform corporate policy and ease in decision making at the group level of the Transferee Company.

Further, there is no adverse effect of this Scheme on the directors, key management personnel, promoters, non-promoter members, creditors and employees of the Companies and the same would be in the best interest of all stakeholders.

3. Consideration:

Since, the Transferor Company-1 is a wholly-owned subsidiary of the Transferee Company, accordingly, upon the Scheme becoming effective, all the equity shares as held by the Transferee Company in the Transferor Company-1 either by itself or through its subsidiaries/nominees shall stand cancelled and extinguished. Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Company-1 upon coming into effect of the Scheme.

4. Effect of Scheme on stakeholders of Company:

S. No.	Particulars	Effect
1.	Key Managerial Personnel (KMP)	Upon the Scheme becoming effective, Transferor Company-1 shall stand dissolved and accordingly, KMP of the Transferor Company-1 shall cease to be employed in the Transferor Company-1.
2.	Directors	Upon the Scheme becoming effective, Transferor Company-1 shall stand dissolved and accordingly, the directors of the Transferor Company-1 shall cease to be employed in the Transferor Company-1.
3.	Promoter Equity Shareholders	Since, the Transferor Company-1 is a wholly-owned subsidiary of the Transferee Company, therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Company-1.
4.	Non-promoter Equity Shareholders	Not Applicable, since there are no non-promoter shareholder in the Transferor Company-1.
5.	Employee	No effect, as pursuant to the Scheme becoming effective, the present employees of the Transferor Company-1 shall continue to act as employees of the Transferee Company, upon effectiveness of the Scheme.
6.	Secured Creditors	No effect, as there are no secured creditors in the Transferor Company-1.
7.	Unsecured Creditors	No effect, as there are no unsecured creditors in the Transferor Company-1.
8.	Depositors	No effect, as there is no depositor in the Transferor Company-1.

Regd. Office: 205, Centrum Mall, Sultanpur, MG Road, New Delhi-110030

Tel: 9999074312, Email id: capitaltrusthousing@gmail.com

.

48

CAPITAL TRUST HOUSING FINANCE PRIVATE LIMITED CIN-U67200DL2017PTC314968

1. Debenture holders No effect, as there is no debenture holder in the Transferor Company-1.

5. Adoption of the report by board of directors of Transferor Company-1:

The Board of Directors have unanimously adopted this report after noting and considering the information set forth in this report.

For Capital Trust Housing Finance Private Limited

Sd/Yogen Khosla Director DIN: 00203165

Date: 17[th] December, 2021 Place: New Delhi

Regd. Office: 205, Centrum Mall, Sultanpur, MG Road, New Delhi-110030 Tel: 9999074312, Email id: capitaltrusthousing@gmail.com

.

ANNEXURE-3

49

Capital Trust Housing Finance Private Limited

Balance Sheet as at December 31, 2021

Balance Sheet as at December 31, 2021
	(Amounts in ₹ in lakhs)
Particulars Notes	As at Dec 31, 2021	As at March 31, 2021
ASSETS Non-Current Assets Financial Assets Loans 4 Current Assets Financial Assets Cash and Cash Equivalents 5 Current Tax Assets (Net) 6 Other Assets 7 Total Assets EQUITY AND LIABILITIES EQUITY Equity Share Capital 8 Other Equity Total Equity LIABILITIES Current Liabilities Financial Liabilities Trade Payables 9 Other Financial Liabilities 10 Current Tax Liabilities (Net) 11 Other Liabilities 12 Total Financial Liabilities Total Liabilities And Equity	141,605,071 141,605,071 12,783,127.82 19,441 12,802,568 154,407,639 105,100,000 49,232,346 154,332,346 11,800 25,000 38,494 - 75,294 154,407,640	142,800,000 142,800,000 3,464,798 - 16,088 3,480,886 146,280,886 105,100,000 39,596,350 144,696,350 83,094 1,305,239 192,454 3,750 1,584,537 146,280,887

50

.

Capital Trust Housing Finance Private Limited

Statement of Profit and Loss for the year ended Dec 31, 2021

Statement of Profit and Loss for the year ended Dec 31, 2021	Statement of Profit and Loss for the year ended Dec 31, 2021
		For the period ended Dec 31, 2021 (Amounts in ₹ in	lakhs except EPS) For the year ended March 31, 2021
Particulars Notes
1. (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to profit or lo 2. (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be reclassified to profit or loss Total other comprehensive income for year (B) Total comprehensive income (A+B) Earnings per equity share (of Rs. 10 each) 16 (a) Basic (b) Diluted INCOME Revenue from operations 13 Total Income EXPENSES Other expenses 14 Total expenses Profit before tax Tax expense Current tax 15 Profit for the year (A) Other comprehensive income (OCI)		- - - - - 9,635,996.38 - - 12,896,242.00 12,896,242.00 19,402.70 19,402.70 12,876,839.30 3,240,842.92 9,635,996.38	19,015,551.00 19,015,551.00 176,585.70 176,585.70
			18,838,965.30 4,854,547.79
			- - - - 13,984,417.51
			-
			13,984,417.51
			1.33 1.33

51

.

Capital Trust Housing Finance Private Limited

Statement of Changes in Equity for the year ended Dec 31, 2021

(Amounts in ₹ in lakhs)

(A) Equity Share Capital
Particulars	As at Dec 31, 2021 As at March 31, 2021 No. of Shares Amount No. of Shares Amount
Equity Shares of ₹ 10 each, fully paid up Balance at the beginning of the year Changes in Equity during the year	10,510,000 105,100,000.00 10,510,000 105,100,000.00 - - - -
Balance at the end of theyear	10,510,000 105,100,000.00 10,510,000 105,100,000.00
(B) Other Equity	Reserve & surplus Total Retained earnings 11,839,332.00 11,839,332.00 13,772,600.05 13,772,600.05 - - 13,772,600.05 13,772,600.05 25,611,932.05 25,611,932.05 13,984,417.51 13,984,417.51 - - 13,984,417.51 13,984,417.51 39,596,349.56 39,596,349.56
Particulars
Balance as at March 31, 2019 Profit for the year Other Comprehensive Income (net of tax) Total comprehensive income for the year
Balance as at March 31, 2020
Profit for the year Other Comprehensive Income (net of tax) Total comprehensive income for the year
Balance as at March 31, 2021

Nature and purpose of reserve

Retained earnings

Retained earnings are profits earned by the Company after transfer to general reserve and payment of dividend to shareholders.

.

52

Capital Trust Housing Finance Private Limited

Cash flow Statement for the year ended Dec 31, 2021

Capital Trust Housing Finance Private Limited Cash flow Statement for the year ended Dec 31, 2021
	(Amounts in ₹ in lakhs)
Particulars	For the year ended Dec 31, 2021	For the year ended March 31, 2020
Cash flows from operating activities Profit before tax Operating profit before working capital changes (Increase) / decrease in loans (Decrease) / increase in trade payables (Decrease) / increase in other current liabilities (Increase) / decrease in other current assets Cash used in operating activities Income taxes paid Net cash used in operating activities A Cash flows from investing activities Net cash used in investing activities B Cash flows from financing activities Net cash from financing activities C Net increase/ (decrease) incash andcash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year (refer note 5)	18,838,965.30 18,838,965.30 (32,800,000.00) 28,094.01 1,303,989.00 (13,163.00) (12,642,114.69) (4,162,331.79) (16,804,446.48) - - (16,804,446.48) 20,269,245.00 3,464,798.52	18,471,996.00
		18,471,996.00 8,500,000.00 24,085.00 (2,608,820.00) 1,006,417.00 25,393,678.00 (5,654,964.00)
		19,738,714.00
		-
		-
		19,738,714.00 530,531.00 20,269,245.00

Note 1: The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in Ind AS 7.

Note 2: As per Ind AS 7, the Company is required to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. The Company did not have impact on the Statement of Cash Flows therefore reconciliation has not been given.

53

.

Capital Trust Housing Finance Private Limited Notes to the Financial Statements

Particulars		As at Dec 31, 2021	As at March 31, 2021
4 Loans (Unsecured, Considered Good) Inter corporate deposits with related party (refer Note 23) - Given to Holding Company 5 Cash and cash equivalents Balance with banks on current accounts 6 Current Tax Assets (Net) Income Tax (net of provision) 7 Other Current Assets Input tax credit 8 Equity Share capital (a) Authorised share capital Equity shares of ₹10 each (b) Issued, subscribed and fully paid-up capital Equity shares of ₹10 each (c) Reconciliation of the Equity share capital Balance at the beginning of the year Add: Shares issued during the year Balance at the end of the year		141,605,071 141,605,071.00 12,783,127.82 12,783,127.82 - 19,440.50 19,440.50 As at Dec 31, 2021	142,800,000.00 142,800,000.00 3,464,798.02 3,464,798.02 -
			- 16,088.00 16,088.00
	Number		Amount
	12,010,000 10,510,000		120,100,000.00 120,100,000.00 105,100,000.00 105,100,000.00
	Number		Amount
	10,510,000 -		105,100,000.00 -
	10,510,000		105,100,000.00

• (d) Terms, rights and restrictions attached to equity shares: The Company has only one class of equity shares having a par value of ₹ 10 per share (previous year ₹ 10 per share). All issued shares rank pari-passu and have same voting rights per share. The Company declares and pays dividend in indian rupees, if any. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing general meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(e)	Details of shareholders holding more than 5% shares in the Company Name of Shareholder Number %
	Capital Trust Limited 10,509,990 99.9999% Yogen Khosla (As beneficiary of Capital Trust Ltd) 10 0.0001%

54

.

Capital Trust Housing Finance Private Limited Notes to the Financial Statements

Particulars		As at March 31, 2021
9 Trade Payables Total outstanding dues of Micro Enterprises & Small Enterprises** Total outstanding dues of Creditors other than Micro Enterprises & Small Enterprises	11,800.00 11,800.00	- 83,094.01 83,094.01

** Based on the information available as identified by the management, there is no vendor registered under the Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, disclosures relating to dues of Micro and Small enterprises are not given.

• 10 Other Financial Liabilities Other Payables 25,000.00 1,305,239.00 25,000.00 1,305,239.00

• 11 Current Tax Liabilities (Net) Provision for income tax (net of advance tax) 38,493.92 192,454.00 38,493.92 192,454.00

• 12 Other non-financial liabilities Statutory dues 3,750.00 3,750.00

55

.

Capital Trust Housing Finance Private Limited Notes to the Financial Statements

		(Amounts in ₹ in lakhs except EPS)	(Amounts in ₹ in lakhs except EPS)
	Particulars	For the period ended Dec 31, 2021	For the year ended March 31, 2021
13 14 15 15.1 15.2 16	Revenue from operations Interest received from Inter Corporate Advances Other expenses Rates and taxes Professional fee Reversal of input GST Credit Payment to auditors (refer note (a) below) Bank charges Tax Expense Current Tax Current Tax for the year Current Tax adjustments for earlier year (Net) Components of Income Tax Expense: Amounts recognised in the Statement of Profit and Loss Current tax Income Tax expense for the year Reconciliation of effective tax : Income before Income Tax Income Tax Rate Expected Income Tax Expense Tax effect of adjustments: Taxes adjustments related to earlier years Total Tax expense Earning Per Share Net Profit for the year Face value per share (₹) Equity shares outstanding at the beginning of the year Equity shares allotted during the year Equity shares outstanding at the end of the year Weighted Avg. No. of Equity Shares Basic EPS (₹) Diluted EPS (₹)	12,896,242.00 12,896,242.00 13,750.00 5,652.70 19,402.70 3,240,843 3,240,842.92	19,015,551.00 19,015,551.00 14,842.00 87,750.00 13,432.00 60,000.00 561.70 176,585.70 4,741,390.79 113,157.00 4,854,547.79 4,854,547.79 4,854,547.79 18,838,965.30 25.168% 4,741,390.80 113,157.00 4,854,547.80 13,984,417.51 10.00 10,510,000 - 10,510,000 10,510,000 1.33 1.33

.

ANNEXURE-4 56 CAPITALTRUST MICROFINANCE PRIVATE LIMITED CIN: U65921DL1990PTC287461

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF M/S CAPITALTRUST MICROFINANCE PRIVATE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3)(VI) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 IN THEIR MEETING HELD ON FRIDAY, 17[th] DECEMBER, 2021 AT 2:30 P.M. AT 205 CENTRUM MALL, SULTANPUR, MG ROAD, NEW DELHI

1. Background :

• 1.1 The proposed scheme of amalgamation (“ Scheme ”) provides for amalgamation of M/s Capital Trust Housing Finance Private Limited (“ Transferor Company-1 ”) and M/s CapitalTrust Microfinance Private Limited (“ Transferor Company-2 ”/“ Company ”) with and into M/s Capital Trust Limited (“ Transferee Company ”) on a going concern basis as per the provisions of sections 230 to 232 of the Companies Act, 2013 (“ Act ”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 [For the sake of convenience, Transferor Company-1 and Transferor Company-2 are hereinafter collectively referred to as “ Transferor Companies ”. Further, Transferor Companies and Transferee Company are hereinafter collectively referred to as “ Companies ”] .

• 1.2 The Board of Directors of the Company have considered following documents:

• 1.2.1 Draft Scheme; and

• 1.2.2 Certificate received from M/s JKVS & Co., Chartered Accountants, Firm Regn. No. 318086E, confirming the Accounting Treatment followed in the Scheme is in compliance with the applicable Accounting Standards as specified by the Central Government under section 133 of the Act.

• 1.3 Upon amalgamation of Transferor Companies with and into Transferee Company, the Transferor Companies shall stand dissolved without following the process of winding up.

2. Rational for the Scheme:

The business activities of the Transferor Companies are ancillary and incidental to the main business operations of the Transferee Company. Amalgamation would result in the following benefits to the Transferee Company:

• a) Optimum and efficient utilization of resources either in form of assets and sharing of ancillary facilities;

• b) Benefit of obtaining synchronization of synergies;

• c) Structured, sharper and better management focusing on holistic growth of the businesses; d) Rationalizing multiple subsidiaries in the group to ensure optimized legal entity structure more aligned with the business by reducing the number of legal entities and re-organizing the legal entities in the group structure;

• e) Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company;

• f) Concentrated effort and focus by the management to grow the business by eliminating duplicative communication and burdensome co-ordination efforts across multiple entities;

Regd. Office: 205, Centrum Mall, Sultanpur, MG Road, New Delhi-110030 Tel: 9999074312, Email id: parikarmainvestments@gmail.com

.

57

CAPITALTRUST MICROFINANCE PRIVATE LIMITED

CIN: U65921DL1990PTC287461

• g) Cost saving by way of reduction of overheads, administrative, managerial and other expenditure and to bring about operational rationalization and efficiency; and

• h) Synchronization of efforts to achieve uniform corporate policy and ease in decision making at the group level of the Transferee Company.

Further, there is no adverse effect of this Scheme on the directors, key management personnel, promoters, non-promoter members, creditors and employees of the Companies and the same would be in the best interest of all stakeholders.

3. Consideration:

Since, the Transferor Company-2 is a wholly-owned subsidiary of the Transferee Company, accordingly, upon the Scheme becoming effective, all the equity shares as held by the Transferee Company in the Transferor Company-2 either by itself or through its subsidiaries/nominees shall stand cancelled and extinguished. Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Company-2 upon coming into effect of the Scheme.

4. Effect of Scheme on stakeholders of Company:

S. No.	Particulars	Effect
1.	Key Managerial Personnel (KMP)	Upon the Scheme becoming effective, Transferor Company-2 shall stand dissolved and accordingly, the KMP of the Transferor Company-2 shall cease to be employed in the Transferor Company-2.
2.	Directors	Upon the Scheme becoming effective, Transferor Company-2 shall stand dissolved and accordingly, the directors of the Transferor Company-2 shall cease to be employed in the Transferor Company-2.
3.	Promoter Equity Shareholders	Since, the Transferor Company-2 is a wholly-owned subsidiary of the Transferee Company, therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Company-2.
4.	Non-promoter Equity Shareholders	Not Applicable, since there are no non-promoter shareholder in the Transferor Company-2.
5.	Employee	No effect, as pursuant to the Scheme becoming effective, the present employees of the Transferor Company-2 shall continue to act as employees of the Transferee Company, pursuant to the effectiveness of the Scheme.
6.	Secured Creditors	No effect, as there are no secured creditors in the Transferor Company-2.
7.	Unsecured Creditors	No effect, since pursuant to the Scheme becoming effective, unsecured creditor(s) of the Transferor Company-2 will become the unsecured creditor(s) of the Transferee Company.
8.	Depositors	No effect, as there is no depositor in the Transferor Company-2.

Regd. Office: 205, Centrum Mall, Sultanpur, MG Road, New Delhi-110030

Tel: 9999074312, Email id: parikarmainvestments@gmail.com

.

58

CAPITALTRUST MICROFINANCE PRIVATE LIMITED

CIN: U65921DL1990PTC287461

1. Debenture holders No effect, as there is no debenture holder in the Transferor Company-2.

5. Adoption of the report by board of directors of Transferor Company-2:

The Board of Directors have unanimously adopted this report after noting and considering the information set forth in this report.

For CapitalTrust Microfinance Private Limited

Sd/Yogen Khosla Director DIN: 00203165

Date: 17[th] December, 2021 Place: New Delhi

Regd. Office: 205, Centrum Mall, Sultanpur, MG Road, New Delhi-110030 Tel: 9999074312, Email id: parikarmainvestments@gmail.com

ANNEXURE-5

59

.

Capital Trust Microfinance Private Limited

Balance sheet as at Dec 31, 2021

Balance sheet as at Dec 31, 2021
	(Amounts in₹ in lakhs)
Particulars Notes	As at Dec 31, 2021	As at Mar 31, 2021
ASSETS Financial Assets Cash and Cash Equivalents 4 Bank Balances other than Cash and Cash Equivalents 5 Loans 6 Other Financial Assets 7 Total Financial Assets Non Financial Assets Current Tax Assets (Net) 8 Deferred Tax Asset (Net) 9 Other Non Financial Assets 10 Total Non-Financial Assets Total Assets LIABILITIES AND EQUITY LIABILITIES Financial Liabilities Trade Payables 11 Borrowings (Other than Debt Securities) 12 Other Financial Liabilities 13 Total Financial Liabilities Non-Financial Liabilities Provisions 14 Other Non-Financial Liabilities 15 Total Non-Financial Liabilities EQUITY Share Capital 16 Other Equity Total Liabilities and Equity Total Liabilities And Equity Total outstanding dues of Micro Enterprises & Small Enterprises Total outstanding dues of Creditors other than Micro Enterprises & Small Enterprises	5,638,974 - 355,874,990 683,242 362,197,206 6,593,247 5,400,601 9,916,491 21,910,339 384,107,545 - 16,734,572 - 3,926,815 20,661,387 708,444 1,245,810 1,954,254 162,001,000 199,490,904 361,491,904 384,107,545	229,161,932 - 129,200,360 647,773
		359,010,065
		5,303,234 5,225,465 7,090,074
		17,618,773
		376,628,838
		- 7,037,403 - 7,446,371
		14,483,774
		472,296 3,483,694
		3,955,990
		162,001,000 196,188,074
		358,189,074
		376,628,838

60

.

Capital Trust Microfinance Private Limited

Statement of Profit and Loss for the half year ended Dec 31, 2021

Statement of Profit and Loss for the half year ended Dec 31, 2021
	(Amounts in₹ in lakhs except EPS)
Particulars Notes	For the period Dec 31, 2021	For the year ended Mar 31, 2021
INCOME Revenue from operations Interest Income 17 Fees and commission Income 18 Net gain on fair value changes 19 Reversal of Impairment on financial instruments 20 Net gain on derecognition of financial instruments under amortised cost category 21 Other operating income 22 Total Revenue from operations Other income 23 Total Income EXPENSES Finance costs 24 Fees and commission expense 25 Impairment on financial instruments 26 Employee benefits expense 27 Other expenses 28 Total expenses Profit before tax Tax expense Current tax 29 Deferred tax 9 Total Tax expense Profit/(Loss) for the year (A) Other comprehensive income (OCI) (B) 1. (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to profit or loss 2. (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be reclassified to profit or loss Total other comprehensive income for year (B) Total comprehensive income (A+B) Earnings per equity share (of Rs. 100 each) 30 (a) Basic (₹) (b) Diluted (₹)	31,115,326 - - - 14,453,395 45,568,721 - 45,568,721 33,764 22,800,000 4,839,903 7,675,104 5,715,438 41,064,208 4,504,513 1,376,819 (175,136) 1,201,683 3,302,830 - - - - - 3,302,830 2.04 2.04	66,704,022 - - 2,309,857 - 9,903,339
		78,917,218
		1,458,956
		80,376,174
		463,476 8,602,148 - 17,419,019 40,253,909
		66,738,552
		13,637,622 3,246,986 (267,977)
		2,979,009
		10,658,612
		- - - -
		-
		10,658,612
		6.58 6.58

61

.

Capital Trust Microfinance Private Limited

Statement of Changes in Equity for the half year ended Sept 30, 2021

(A) Equity Share Capital

==> picture [416 x 36] intentionally omitted <==

(A) Equity Share Capital
Particulars	No. of Shares Amount No. of Shares Amount As at Dec 31, 2021 As at Mar 31, 2021
Equity Shares of₹ 100 each, fully paid up Balance at the beginning of the year Changes in Equityduringtheyear	1,620,010 162,001,000.00 1,620,010 162,001,000.00 - - - -
Balance at the end of theyear	1,620,010 162,001,000.00 1,620,010 162,001,000.00
(B) Other Equity
	Reserve & surplus
Particulars	Capital redemption reserve Securities premium General reserve Statutory reserve Retained earnings
Balance as at Mar 31, 2021	1,170,000 189,368,980 15,179,958 17,016,824 (14,338,914)
Profit / (Loss) for the year	- - 3,302,829.98 - - -
Other Comprehensive Income (net of tax)
Total comprehensive income for the year Transfer to StatutoryReserves	- - - - 3,302,829.98
	660,566.00 (660,566.00)
Balance as at Sep 30, 2020	1,170,000.00 189,368,980.00 15,179,958.00 17,677,390.00 (11,696,649.67)
Nature and purpose of reserve

1. Capital redemption reserve

This Reserve was created in accordance with the provisions of the Companies Act, 2013 on account of redemption of shares and can be utilized in accordance with the provisions of the Companies Act, 2013.

2. Securities premium

This Reserve represents the premium on issue of shares and can be utilized in accordance with the provisions of the Companies Act, 2013.

3. General reserve

It represents appropriation of profits by the board of directors and can be utilized in accordance with the provisions of the Companies Act, 2013.

4. Statutory Reserve (Reserve u/s. 45-IC of the Reserve Bank of India Act, 1934 (the “RBI Act, 1934”))

Statutory reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the “RBI Act”). In terms of Section 45-IC of the RBI Act, a Non-Banking Finance Company is required to transfer an amount not less than 20 per cent of its net profit to a Reserve Fund before declaring any dividend. Appropriation from this Statutory reserve is permitted only for the purposes specified by RBI.

5. Retained earnings

Retained earnings are mainly includes fair value gain on property, plant and equipents and others adjustments on adoption of Ind-AS as on 31st March 2020 and profits earned by the Company after transfer to general reserve and payment of dividend to shareholders.

.

62

Capital Trust Microfinance Private Limited

Notes to the Financial Statements

Notes to the Financial Statements
	(Amounts in₹ in lakhs)
Particulars	As at Dec 31, 2021	As at Mar 31, 2021
4 Cash and cash equivalents Cash in hand 239,323.00 Balances with banks in current accounts 5,399,651.38 5,638,974.38 5 Bank balances other than Cash and cash equivalent Bank deposits$$ - - $$ Represents deposits placed as margin money to avail term loans from banks and financial institutions. 6 Loans Valued at Amortised Cost a) Portfolio Loans 10,301,045.10 Unsecured, considered good 10,301,045.10 Unsecured, considered sub standard - Considered doubtful - b) Minimum Retention on Direct Assignments of Portfolio 1,200,386.00 c) Others Loan to related parties (Refer Note No - 38) 351,121,052.00 Gross Loans 362,622,483.10 Less: Unamortization of processing fess - Less: Impairment loss allowance (6,747,493.52) 355,874,989.58 6.1 Breakup of total loans Secured - Unsecured 362,622,483.10 Gross Loans 362,622,483.10 Less: Unamortization of processing fess - Less: Impairment loss allowance (6,747,493.52) 355,874,989.58 6.2 Loans in India Public Sector - Others 362,622,483.10 Gross Loans 362,622,483.10 Less: Unamortization of processing fess - Less: Impairment loss allowance (6,747,493.52) 355,874,989.58*		463,653.00 228,698,279.08
		229,161,932.08
		-
		-
		57,032,405.10 57,032,405.10 - - 1,670,764.00 72,500,000.00
		131,203,169.10 (95,218.00) (1,907,591.00)
		129,200,360.10
		- 131,203,169.10
		131,203,169.10 (95,218.00) (1,907,591.00)
		129,200,360.10
		- 131,203,169.10
		131,203,169.10 (95,218.00) (1,907,591.00)
		129,200,360.10

6.3 Additional disclosure under RBI circular RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020

A comparison between provisions required under Income Recognition, Asset Classification and Provisioning (IRACP) and impairment allowances made under Ind AS 109 is given in Annexure to financial statements.

7 Other Financial Assets Interest accrued Interest receivable from Related Party Security deposits @ SBI MSME loan clients Ex-gratia receivable Security Deposit for Rent Other recoverables Less: Impairment loss allowance	- - - - 30,162.00 684,524.00 (31,444.00) 683,242.00	- - - - 30,162.00 649,054.55 (31,444.00)
		647,772.55

63

.

Capital Trust Microfinance Private Limited

Notes to the Financial Statements

Notes to the Financial Statements	Notes to the Financial Statements
(Amounts in₹ in lakhs)
Particulars As at Dec 31, 2021	As at Mar 31, 2021
@Represents security deposits placed as margin money to avail term loans from financial institutions. 8 Current Tax Assets (Net) Advance Income Tax (Net of Provision) 6,593,247.00 6,593,247.00 9 Deferred tax asset (Net) Deferred tax assets Effects of 43B 289,266 Impairment loss allowance 1,877,153 Financial Assets measured at amortized cost - Loss on Purchase of Portfolio - MAT Credit Entilement 3,234,182 Others - Total deferred tax assets 5,400,601 Deferred tax liabilities Others - Total deferred tax liability - Deferred tax assets (net) 5,400,601	5,303,234.07
	5,303,234.07
	95,595 530,692 - - 4,572,688 26,490
	5,225,465
	-
	-
	5,225,465

.

64

Capital Trust Microfinance Private Limited

Notes to the Financial Statements

Notes to the Financial Statements
	(Amounts in₹ in lakhs)
Particulars	As at Dec 31, 2021	As at Mar 31, 2021
9.1 Refer Note No. 29.2 10 Other Non Financial Assets Prepaid expenses - - Input tax credit 9,916,491.08 7,090,074.40 9,916,491.08 7,090,074.40 11 Trade Payables - - 16,734,572.00 7,037,403.00 16,734,572.00 7,037,403.00 12 Borrowings (Other than Debt Securities) Measured at Amortised Cost Term Loan Secured from banks - - from financial institutions - - Unsecured from Corporate entities(Related Party) - - Less: Unamortised Ancillary cost of arranging the borrowings - - - - Breakup of Borrowings In India - - Outside India - - - - 13 Other Financial Liabilities Interest accrued - - Employees emoluments 985,170.00 957,012.00 Interest and principal payable on direct assignment 520,821.00 2,284,368.00 Recovered Premium Payable to insurance company - - Other liabilities 2,420,824.00 4,204,991.00 3,926,815.00 7,446,371.00 14 Provisions Provision for Gratuity 708,444.00 472,296.00 708,444.00 472,296.00 15 Other non-financial liabilities Advance EMI received 37,410.00 2,279,170.00 Ex Gratia - Payable on foreclosed cases 356,242.00 356,242.00 Provision for Gratuity - - Statutory dues payable 852,158.00 848,282.00 1,245,810.00 3,483,694.00 ** Based on the information available as indentified by the Company, there are certain vendors who have confirmed that they are covered under the Micro, Small and Medium Enterprises Development Act, 2006. Disclosures relating to dues of Micro and Small entrprises under section 22 of ‘The Micro, Small and Medium Enterprises Development Act, 2006, are given below: Total outstanding dues of Micro Enterprises & Small Enterprises Total outstanding dues of Creditors other than Micro Enterprises & Small Enterprises		- 7,090,074.40
		7,090,074.40
		- 7,037,403.00
		7,037,403.00
		-
		- -
		-
		- 957,012.00 2,284,368.00 - 4,204,991.00
		7,446,371.00
		472,296.00
		472,296.00
		2,279,170.00 356,242.00 - 848,282.00
		3,483,694.00

.

65

Capital Trust Microfinance Private Limited

Notes to the Financial Statements

		(Amounts in₹ in lakhs) As at Dec 31, 2021 As at Mar 31, 2021	(Amounts in₹ in lakhs) As at Dec 31, 2021 As at Mar 31, 2021	(Amounts in₹ in lakhs) As at Dec 31, 2021 As at Mar 31, 2021
	Particulars
		Number Amount Number Amount
16 (a) (b) (c) (d) (a) (b) (c) (d) (e) (f) (g)	Equity Share capital Authorised Equity shares of₹100 each 2,500,000 250,000,000.00 2,500,000 250,000,000.00 250,000,000.00 250,000,000.00 Issued, subscribed and fully paid-up Equity shares of₹100 each 1,620,010 162,001,000.00 1,620,010 162,001,000.00 162,001,000.00 162,001,000.00 Reconciliation of the Equity share capital Number Amount Number Amount Balance at the beginning of the year 1,620,010 162,001,000.00 1,620,010 162,001,000.00 Add: Shares issued during the year - - - - Balance at the end of the year 1,620,010 162,001,000.00 1,620,010 162,001,000.00 Details of shareholders holding more than 5% shares in the Company Name of Shareholder Number % Number % As at Dec 31, 2021 As at Mar 31, 2021	2,500,000 1,620,010	250,000,000.00 2,500,000 250,000,000.00 162,001,000.00 1,620,010 162,001,000.00	250,000,000.00
				250,000,000.00
				162,001,000.00
				162,001,000.00
		Number Amount Number Amount
		1,620,010 162,001,000.00 1,620,010 162,001,000.00 - - - -
		1,620,010 162,001,000.00 1,620,010 162,001,000.00
		Number % Number %
	Capital Trust Limited Yogen Khosla (As beneficiary of Capital Trust Ltd) Other Equity Capital reserve Balance at the beginning of the year Balance at the end of the year Capital redemption reserve Balance at the beginning of the year Add: Amount transfer from statement of profit and loss Securities premium reserve Balance at the beginning of the year Balance at the end of the year General reserve Balance at the beginning of the year Balance at the end of the year Statutory reserve under section 45-IC of RBI Act, 1934 Balance at the beginning of the year Add: Additions during the period Balance at the end of the year Surplus/(deficit) in the statement of profit and loss Balance at the beginning of the year Profit for the year Less: Transferred to Statutory reserve u/s 45-IC of RBI act 1934 Less: Dividend paid for the year 2020-21 Less: Dividend distribution tax Less: Proposed dividend Less: INDAS Adjustments Balance at the end of the year Other Comprehensive Income Balance at the beginning of the year Remeasurement of defined benefit liabilities/assets (Net of Taxes) Balance at the end of the year Total Other Equity	1,620,000 10	99.999% 1,620,000 0.001% 10 As at 31 Dec 21 - - 1,170,000.00 - 1,170,000.00 189,368,980.00 189,368,980.00 15,179,958.00 15,179,958.00 19,148,546.53 660,566.00 19,809,112.53 (28,679,410.86) 3,302,829.98 660,566.00 - - - (26,037,146.89) - - - 199,490,903.65	99.999% 0.001% As at 31 March 2021 -
				-
				1,170,000.00 -
				1,170,000.00
				189,368,980.00
				189,368,980.00
				15,179,958.00
				15,179,958.00
				17,016,824.04 2,131,722.49
				19,148,546.53
				(14,338,913.82) 10,658,612.45 2,131,722.49 22,867,387.00 - -
				(28,679,410.86)
				- -
				-
				196,188,073.67

*** Statutory reserve**

.

ANNEXURE-6

66

==> picture [233 x 59] intentionally omitted <==

(CIN-L65923DL1985PLC195299)

REPORT ADOPTED BY BOARD OF DIRECTORS OF M/S CAPITAL TRUST LIMITED (“COMPANY”) IN ACCORDANCE WITH THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3)(VI) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 IN THEIR MEETING HELD ON FRIDAY, 17[th] DECEMBER, 2021 AT 3.00 P.M AT 205 CENTRUM MALL, SULTANPUR, MG ROAD, NEW DELHI

1. Background :

• 1.1 The proposed scheme of amalgamation (“ Scheme ”) provides for amalgamation of M/s Capital Trust Housing Finance Private Limited (“ Transferor Company-1 ”) and M/s CapitalTrust Microfinance Private Limited (“ Transferor Company-2 ”) with and into M/s Capital Trust Limited (“ Transferee Company ”/“ Company ”) on a going concern basis as per the provisions of sections 230 to 232 of the Companies Act, 2013 (“ Act ”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 [For the sake of convenience, Transferor Company-1 and Transferor Company-2 are hereinafter collectively referred to as “ Transferor Companies ”. Further, the Transferor Companies and Transferee Company are hereinafter collectively referred to as “ Companies ”] .

• 1.2 The following documents have already been considered and approved by the Audit Committee of the Company and recommended by them to the Board of Directors of the Company:

• 1.2.1 Draft Scheme; and

• 1.2.2 Certificate received from M/s JKVS & Co., Chartered Accountants, Firm Regn. No. 318086E, confirming the Accounting Treatment followed in the Scheme is in compliance with the applicable Accounting Standards as specified by the Central Government under section 133 of the Act.

• 1.3 Upon amalgamation of Transferor Companies with and into Transferee Company, the Transferor Companies shall stand dissolved without following the process of winding up.

2. Rational for the Scheme:

The business activities of the Transferor Companies are ancillary and incidental to the main business operations of the Transferee Company. Amalgamation would result in the following benefits to the Transferee Company:

• a) Optimum and efficient utilization of resources either in form of assets and sharing of ancillary facilities;

• b) Benefit of obtaining synchronization of synergies;

• c) Structured, sharper and better management focusing on holistic growth of the businesses; d) Rationalizing multiple subsidiaries in the group to ensure optimized legal entity structure more aligned with the business by reducing the number of legal entities and re-organizing the legal entities in the group structure;

• e) Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company;

Capital Trust Limited

Registered Office: 205, Centrum Mall, Sultanpur, M G Road, New Delhi-110030 Phone: 9999074312 Email: info@capitaltrust.in Web: www.capitaltrust.in

.

67

==> picture [233 x 59] intentionally omitted <==

(CIN-L65923DL1985PLC195299)

• f) Concentrated effort and focus by the management to grow the business by eliminating duplicative communication and burdensome co-ordination efforts across multiple entities;

• g) Cost saving by way of reduction of overheads, administrative, managerial and other expenditure and to bring about operational rationalization and efficiency; and

• h) Synchronization of efforts to achieve uniform corporate policy and ease in decision making at the group level of the Transferee Company.

Further, there is no adverse effect of this Scheme on the directors, key management personnel, promoters, non-promoter members, creditors and employees of the Companies and the same would be in the best interest of all stakeholders.

3. Consideration:

Since, the Transferor Companies are wholly-owned subsidiaries of the Transferee Company, accordingly, upon the Scheme becoming effective, all the equity shares as held by the Transferee Company in the Transferor Companies either by itself or through its subsidiaries / nominees shall stand cancelled and extinguished. Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Companies upon coming into effect of the Scheme.

4. Effect of Scheme on stakeholders of Transferee Company:

S. No.	Particulars	Effect
1.	Key Managerial Personnel (KMP)	No effect, since pursuant to the Scheme becoming effective, all the KMP of the Company shall continue to act as KMP of the Company.
2.	Directors	No effect, since pursuant to the Scheme becoming effective, all the directors of the Company shall continue to act as directors of the Company.
3.	Promoter Equity Shareholders	The promoter shareholders of the Company shall continue to hold equity shares of the merged entity, pursuant to the Scheme becoming effective.
4.	Non-promoter Equity Shareholders	The non-promoter shareholders of the Company shall continue to hold equity shares of the merged entity, pursuant to the Scheme becoming effective.
5.	Employee	No effect, since the present employees shall continue to act as employees of the Company, pursuant to the effectiveness of the Scheme.
6.	Secured Creditors	No effect, as the secured creditors of the Company shall continue to act as secured creditors of the merged entity, pursuant to the Scheme becoming effective.
7.	Unsecured Creditors	No effect, as the unsecured creditors of the Company shall continue to act as unsecured creditors of the merged entity, pursuant to the Scheme becoming effective.

Capital Trust Limited

Registered Office: 205, Centrum Mall, Sultanpur, M G Road, New Delhi-110030 Phone: 9999074312 Email: info@capitaltrust.in Web: www.capitaltrust.in

.

68

==> picture [233 x 59] intentionally omitted <==

(CIN-L65923DL1985PLC195299)

8.	Depositors	No effect,as there is no depositor in theCompany.
9.	Debenture holders	No effect,as there is no debenture holder in theCompany.

5. Adoption of the report by board of directors of Transferee Company:

The Board of Directors have unanimously adopted this report after noting and considering the information set forth in this report.

For Capital Trust Limited

Sd/Yogen Khosla Director DIN: 00203165

Date: 17[th] December, 2021 Place: New Delhi

Capital Trust Limited

Registered Office: 205, Centrum Mall, Sultanpur, M G Road, New Delhi-110030 Phone: 9999074312 Email: info@capitaltrust.in Web: www.capitaltrust.in

.

ANNEXURE-7

69

Capital Trust Limited

Standalone Balance sheet as at Dec 31, 2021

Capital Trust Limited Standalone Balance sheet as at Dec 31, 2021	ANNEXU	6 RE-7
		(Amounts)
Particulars Notes	As at Dec 31, 2021	As at March 31, 2021
ASSETS Financial Assets Cash and Cash Equivalents 4 Bank Balances other than Cash and Cash Equivalents 5 Receivables - Other Receivables 6 Loans 7 Investments 8 Other Financial Assets 9 Total Financial Assets Non Financial Assets Current Tax Assets (Net) 10 Deferred Tax Assets (Net) 11 Property, Plant and Equipment 12 Right to use Asset 13 Other Intangible Assets 14 Intangible Asset under Development Other Non Financial Assets 15 Total Non-Financial Assets Total Assets LIABILITIES AND EQUITY LIABILITIES Financial Liabilities Trade Payables 16 Debt Securities 17 Borrowings (other than debt securities) 18 Deposits 19 Subordinated Liabilities 20 Lease Liabilities Other Financial Liabilities 21 Total Financial Liabilities Non-Financial Liabilities Provisions 22 Other Non-Financial Liabilities 23 Total Non-Financial Liabilities EQUITY Equity Share Capital 24 Other Equity Total Equity Total Liabilities And Equity Total outstanding dues of Micro Enterprises & Small Enterprises Total outstanding dues of Creditors other than Micro Enterprises & Small Enterprises	89,374,794.08 497,125,205.51 27,188,467.00 2,065,477,001.22 921,946,796.26 178,609,257.10 3,779,721,521.17 38,056,236.65 347,821,471.45 17,005,511.15 1,700,491.00 - 1,888,570.00 3,325,573.00 409,797,853.25 4,189,519,374.42 - 5,165,473.12 576,390,438.96 1,836,457,470.05 - 448,544,349.00 1,808,314.00 84,566,020.74 2,952,932,065.87 14,949,538.00 52,506,255.19 67,455,793.19 162,175,000.00 1,006,956,515.36 1,169,131,515.36 4,189,519,374.42	152,857,035.73 409,400,607.51 16,802,098.00 2,368,921,117.22 906,858,032.12 63,193,555.36
		3,918,032,445.94
		23,862,072.44 298,104,703.95 19,004,018.99 2,342,788.99 126,955.00 1,382,505.00 8,448,211.82
		353,271,256.19
		4,271,303,702.13
		- 5,340,512.86 555,155,615.00 1,781,452,655.27 - 447,922,929.00 2,378,094.00 92,739,879.22
		2,884,989,685.35
		13,277,952.00 71,212,246.75
		84,490,198.75
		162,175,000.00 1,139,648,816.79
		1,301,823,816.79
		4,271,303,700.89

.

70

Capital Trust Limited

Standalone Statement of Profit and Loss for half year ended Dec 31, 2021

==> picture [139 x 38] intentionally omitted <==

		(Amounts)
Particulars Note No.	For period ended Dec 31, 2021	For the year ended March 31, 2021
INCOME Revenue from operations Interest Income 25 Fees and commission income 26 Net gain on fair value changes 27 Net gain on derecognition of financial instruments under amortised cost category 28 Other operating income 29 Total Revenue from operations Other income 30 Total Income EXPENSES Finance costs 31 Fees and commission 32 Employee benefits 33 Impairment on financial instruments 34 Depreciation, amortization and impairment 35 Others 36 Total expenses Profit before tax Tax expense Current tax 37 Deferred tax 11 Total Tax expense Profit for the year (A) Other comprehensive income (OCI) 1. (i) Items that will not be reclassified to profit or loss - Remeasurement of defined benefit liabilities/assets (ii) Income tax relating to items that will not be reclassified to profit or loss 2. (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be reclassified to profit or loss Total other comprehensive income for year (B) Total comprehensive income (A+B) Earnings per equity share (Face value of₹ 10 each) 38 (a) Basic (₹) (b) Diluted (₹)	596,761,974.59 47,340,363.38 15,088,765.14 - 94,844,707.00 754,035,810.11 31,676,194.36 785,712,004.47 265,766,661.11 25,069,088.84 276,974,192.01 215,373,064.42 3,443,271.33 181,494,813.64 968,121,091.35 (182,409,086.88) - (49,716,785.45) (49,716,785.45) (132,692,301.43) - - - - - (132,692,301.43) (8.18) (8.18)	882,697,475.00 41,338,893.56 30,847,113.83 7,102,273.00 128,395,140.00 1,090,380,895.39 38,285,886.87
		1,128,666,782.26
		382,140,844.86 39,349,214.89 376,018,996.11 352,696,882.12 5,763,727.00 275,685,211.09
		1,431,654,876.07
		(302,988,093.81) - (65,264,330.66)
		(65,264,330.66)
		(237,723,763.15)
		(1,704,513.00) 429,025.93 - -
		(1,275,487.07)
		(238,999,250.22)
		(14.66) (14.66)

71

.

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [95 x 26] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
		(Amounts)
Particulars	As at Dec 31, 2021	As at March 31, 2021
4 Cash and cash equivalents Cash on hand Balances with banks in current accounts 5 Bank balances other than Cash and cash equivalents Bank deposits$$ Earmarked balances with banks On dividend accounts $$ Represents deposits placed as margin money to avail term loans from banks and financial institutions 6 Other Receivables At Amortised Cost Considered good - Unsecured Less: Allowance for impairment loss 7 Loans At Amortised Cost a) Portfolio Loans b) Minimum Retention on Direct Assignments of Portfolio Loans c) Others i) Loan to employees ii) Loan to related parties (Refer Note No - 47) c) Loans repayable on demand to others Gross Loans Less: Unamortization of processing fees Less: Impairment loss allowance Net Loans*	8,543,936.37 80,830,857.71 89,374,794.08 494,170,054.01 2,955,151.50 497,125,205.51 . 27,188,467.00 - 27,188,467.00 2,622,321,392.82 23,966,712.40 1,285,793.00 - 2,647,573,898.22 (14,063,159.00) (568,033,738.00) 2,065,477,001.22	8,411,701.37 144,445,334.36 152,857,035.73 406,445,456.01 2,955,151.50 409,400,607.51 16,802,098.00 - 16,802,098.00 2,654,486,740.82 92,941,481.40 245,840.00 - 2,747,674,062.22 (26,092,271.00) (352,660,674.00) 2,368,921,117.22

72

.

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [95 x 26] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
		(Amounts)
Particulars	As at Dec 31, 2021	As at March 31, 2021
8 Investments Others (At Cost) In equity instruments (Unquoted) Investment in subsidiary 392,242,500.00 105,100,000.00 Fair Value Through Profit and Loss In equity instruments (Unquoted) 1.00 1.00 1.00 1.00 - Less: Allowances for impairment - In mutual funds (Unquoted) 114,982,441.71 79,534,910.30 114,875,532.73 115,211,407.52 Total 424,604,296.26 921,946,796.26 9 Other Financial Assets Interest accrued 14,409,868.96 Security deposits @ 25,405,974.00 Other recoverables 148,223,179.14 Less: Impairment loss allowance (9,429,765.00) 178,609,257.10 @ Represents deposits placed as margin money to avail loans from banks and financial institutions and direct assignment. 10 Current Tax Assets (Net) Advance Income Tax (Net of Provision) 38,056,236.65 38,056,236.65 2,400 (March 31, 2020: 2,400) Equity Shares fully paid in Indo Duch Proteins Limited ^ 3,600 (March 31, 2020: 3,600) Equity Shares fully paid in Tina Electronics Limited ^ 2,000 (March 31, 2020: 2,000) Equity Shares fully paid in Parasrampuria Industries Limited ^ 14,800 (March 31, 2020: 14,800) Equity Shares fully paid in Naina Semiconductors Limited ^ Nil (March 31, 2020: 10,000) Equity Shares fully paid in Vasavi Prosoft Transcription Limited 24,21,835 (March 31, 2020: 24,21,835) units in ICICI Prudential Short Term Regular Plan # 21,05,023 (March 31, 2020: 21,05,023) units in IDFC Bond Fund -Medium Term Plan Growth # 21,93,449 (March 31, 2020: 21,93,449) units in Kotak Banking and PSU Fund Growth # 68,98,598 (March 31, 2020: 68,98,598) units in Nippon India Banking & PSU Debt Fund Growth # 16,20,010 (March 31, 2020: 16,20,010) Equity Shares of₹100 each Capital Trust Housing Finance Private Limited $@ 1,05,10,000 (March 31, 2020: 1,05,10,000) Equity Shares of₹10 each Capital Trust Microfinance Private Limited $@		392,242,500.00 105,100,000.00 1.00 1.00 1.00 1.00 81,100.00 (81,099.00) 111,066,175.12 76,938,575.00 110,374,356.00 111,136,421.00 409,515,532.12 906,858,032.12 11,569,168.96 30,370,821.00 30,683,330.40 (9,429,765.00) 63,193,555.36 23,862,072.44 23,862,072.44

73

.

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [95 x 26] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
		(Amounts)
Particulars	As at Dec 31, 2021	As at March 31, 2021
11 Deferred Tax Assets (Net) Deferred tax assets Property, plant and equipment Origination and reversal of temporary differences Impairment loss allowance Financial assets measured at amortized cost Business losses Others Total deferred tax assets Deferred tax liabilities Fair Valuation of Financial Instruments Others Total deferred tax liability Deferred tax assets (net)	174,777.66 4,735,802.41 145,336,014.44 3,775,274.50 206,848,364.45 27,136.89 360,897,370.35 13,075,813.93 - 13,075,813.93 347,821,556.42	496,591.59 4,372,921.38 91,130,921.69 8,646,226.80 208,204,836.67 8,885.56 312,860,383.69 9,945,268.05 4,810,411.69 14,755,679.74 298,104,703.95

74

.

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [95 x 26] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
		(Amounts)
Particulars	As at Dec 31, 2021	As at March 31, 2021
15 Other Non Financial Assets Prepaid expenses 3,325,573.00 7,369,213.00 Input tax credit - 1,078,998.82 3,325,573.00 8,448,211.82 16 Trade Payables - - 5,165,473.12 5,340,512.86 5,165,473.12 5,340,512.86 Based on the information available and as identified by the management, there is no vendor registered under the Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, disclosures relating to dues of Micro and Small enterprises are not given. Total outstanding dues of Creditors other than Micro Enterprises & Small Enterprises Total outstanding dues of Micro Enterprises & Small Enterprises

17 Debt Securities Valued at Amortised Cost Debentures (Secured) 3000, 11.50% Non Convertible Debentures of Rs. 100,000 each (refer note 17.1) Others (Secured) Liabilities against securitised loans against pass through transactions (refer note 17.2) Less: Unamortised Ancillary cost of arranging the borrowings Breakup of Debt securities In India Outside India	300,000,000.00 285,790,953.96 (9,400,515.00) 576,390,438.96 576,390,438.96 - 576,390,438.96	300,000,000.00 265,238,678.00 (10,083,063.00)
		555,155,615.00
		555,155,615.00 -
		555,155,615.00

.

75

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [95 x 26] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
		(Amounts)
Particulars	As at Dec 31, 2021	As at March 31, 2021
18 Borrowings (other than debt securities) Measured at Amortised Cost Term loan Secured from banks from financial institutions Unsecured from Corporate entities (Related Party) from Director (Related Party) from Corporate entities from financial institutions Vehicle loan Secured from banks from corporate entities Repayable on demand from banks - Secured Less: Unamortised Ancillary cost of arranging the borrowings Breakup of Borrowings In India Outside India	883,503,432.16 107,142,000.00 536,363,972.00 2,200,000.00 32,299,017.00 20,000,000.00 2,849,045.89 175,890.00 256,942,062.00 (5,017,949.00) 1,836,457,470.05 1,836,457,470.05 - 1,836,457,470.05	845,832,543.78 229,837,468.22 253,900,000.00 8,000,000.00 67,035,000.00 20,000,000.00 3,894,606.91 433,081.00 359,473,027.36 (6,953,072.00) 1,781,452,655.27 1,781,452,655.27 - 1,781,452,655.27

18.1 Borrowings are secured by way hypothecation of portfolio loans arising out of its business operation, cash collateral in the form of fixed deposits and mutual funds.

18.2 Vehicles are hypothecated for respective borrowings.

19 Deposits At Amortised Cost

Security Deposit from others 20 Subordinated Liabilities (Unsecured) At Amortised Cost From bank Less: Unamortised Ancillary cost of arranging the borrowings Breakup of Subordinated Liabilities In India Outside India	- - 450,000,000.00 (1,455,651.00) 448,544,349.00 448,544,349.00 - 448,544,349.00	-
		-
		450,000,000.00 (2,077,071.00)
		447,922,929.00
		447,922,929.00 -
		447,922,929.00

76

.

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [95 x 26] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
		(Amounts)
Particulars	As at Dec 31, 2021	As at March 31, 2021
21 Other Financial Liabilities Interest accrued Employees emoluments Interest and principle payable on direct assignment Interest and principle payable on pass through transactions DA Collection Control A/c PTC Collection Control A/c Recovered premium payable to insurance company Unpaid dividend Other liabilities 22 Provisions Provision for employee benefits (Refer note 46) 23 Other non-financial liabilities Advance EMI received Refundable amount under scheme for grant of ex-gratia (refer note 55) Deferred Revenue Income Statutory dues payable	6,710,959.00 13,719,595.48 18,890,203.38 10,589,484.29 - - 2,845,378.00 2,952,351.50 28,858,049.09 84,566,020.74 14,949,538.00 14,949,538.00 38,245,650.00 4,203,129.00 937,137.00 9,120,339.19 52,506,255.19	19,648,478.00 13,497,602.00 22,997,669.05 173.85 - - 7,563,044.00 2,954,751.50 26,078,160.82 92,739,879.22 13,277,952.00 13,277,952.00 50,281,520.00 4,203,129.00 8,261,777.00 8,465,820.75 71,212,246.75

.

77

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [113 x 27] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
		(Amounts)
Particulars	For period ended Dec 31, 2021	For the year ended March 31, 2021
25 Interest Income At Amortised Cost Interest income on loan portfolio 580,481,608.60 Interest income on Security Deposits on Loan 460,414.00 Interest income on fixed deposit 15,819,951.99 596,761,974.59 26 Fees and commission Income Service fees & facilitation charges 1,906,283.38 Service fees from business correspondent 45,434,080.00 47,340,363.38 27 Net gain on fair value changes 15,088,765.14 15,088,765.14 Fair value change: Realised 2,650,040.14 Unrealised 12,438,725.00 15,088,765.14 28 Gain on sale of loan portfolio through assignment - - 29 Other Operating Income Assignor's Yield on Direct Assignments of Portfolio 11,066,956.00 Recovered from portfolio written off in earlier years 83,777,751.00 94,844,707.00 30 Other income Net gain on derecognition of property, plant and equipment - Dividend Received - Gain on derecognition of right to use assets - Operational Fee from a related party 22,500,000.00 Interest on income tax refund - Miscellaneous income 9,176,194.36 31,676,194.36 31 Finance costs (on financial liabilities measured at amortised cost) Interest expenses: - on Debt Securities 31,596,331.00 - on Borrowing (other than debt securities) 141,804,780.45 - on Subordinate Debts 79,295,522.00 - on Others 243,038.98 Other borrowing costs 12,826,988.68 265,766,661.11 32 Fee and Commission Expense Professional Fee and consultancy 17,600,487.11 Commission 7,468,601.73 25,069,088.84 Net gain on financial instruments measured at fair value through profit or loss Net gain on derecognition of financial instruments under amortised cost category		867,104,934.60 978,835.00 14,613,705.40
		882,697,475.00
		3,974,725.56 37,364,168.00
		41,338,893.56
		30,847,113.83
		30,847,113.83
		429,984.98 30,417,128.85
		30,847,113.83
		7,102,273.00
		7,102,273.00
		91,839,295.00 36,555,845.00
		128,395,140.00
		- 22,867,387.00 3,421,901.00 7,500,000.00 1,168,975.00 3,327,623.87
		38,285,886.87
		31,596,331.00 255,840,243.22 79,295,522.00 569,727.64 14,839,021.00
		382,140,844.86
		30,322,583.90 9,026,630.99
		39,349,214.89

.

78

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [113 x 27] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
				(Amounts)
Particulars		For period ended Dec 31, 2021		For the year ended March 31, 2021
33 Employee benefit expense Salaries, wages and bonus 255,297,967.00 Contribution to provident and other funds 7,216,868.00 Staff welfare expenses 14,459,357.01 276,974,192.01 34 Impairment on Loans portfolio ###### 467,818,722.12 Less : Portfolio written off during the year - 215,373,064.42 115,121,840.00 215,373,064.42 35 On property, plant and equipment On right to use assets On other intangible assets - 36 Other expenses Rates & Taxes 1,457,519.50 Electricity 1,074,397.00 Rent 16,661,672.00 Reversal of input GST Credit 6,282,220.51 Repairs and maintenance -Others 4,295,952.04 Insurance 694,060.00 Directors sitting fee 120,000.00 Business promotion expenses 52,969.00 Travelling and conveyance 67,335,016.00 Communication costs 4,854,526.34 Printing and stationery 1,414,108.66 Verification Expenses - Payment to auditors (Refer note (a) below) 475,000.00 Corporate Social responsibility expenses (Refer note 51) 1,947,000.00 Bank charges 3,206,397.55 Loss on Sale of Fixed Assets 747,334.00 Provision made / write off related towards employees embezzlement 11.86 Provision made for other recoverables - Portfolio written off - 3,417,511.00 260,140,009.00 Less: Impairment loss allowance created in current year - - Less: Impairment loss allowance created in earlier years - - 145,018,169.00 Miscellaneous Expenses 67,459,118.18 181,494,813.64 (a)Payment to auditors As auditors Statutory audit (470,000.00) Tax audit 90,000.00 Limited Review certification 200,000.00 Certification fee 45,000.00 Fee for Audit of Opening Balance Sheet under Ind-AS 500,000.00 Other Matters 110,000.00 Reimbursement of Expenses - 475,000.00 Impairment on financial instruments (On financial assets measured at amortised cost) Depreciation, amortization and impairment	255,297,967.00 7,216,868.00 14,459,357.01 276,974,192.01 ###### - 215,373,064.42	255,297,967.00 7,216,868.00 14,459,357.01	467,818,722.12 115,121,840.00	330,239,381.92 16,487,245.00 29,292,369.19
		276,974,192.01		376,018,996.11
				352,696,882.12
		215,373,064.42	260,140,009.00 - 145,018,169.00	352,696,882.12
				4,013,205.00 789,699.00 960,823.00
		-		5,763,727.00
				1,751,428.75 1,996,612.88 21,274,949.00 5,427,328.78 3,378,001.59 100,822.00 141,000.00 16,944.00 58,691,882.67 6,691,606.91 2,601,723.21 87,796.64 1,636,938.00 550,000.00 3,992,565.19 278,877.00 11.86 1,669,722.00 115,121,840.00 50,275,160.61
		1,457,519.50
		1,074,397.00 16,661,672.00 6,282,220.51 4,295,952.04 694,060.00 120,000.00 52,969.00 67,335,016.00 4,854,526.34 1,414,108.66 - 475,000.00 1,947,000.00 3,206,397.55 747,334.00 11.86 - 3,417,511.00 - 67,459,118.18
		181,494,813.64		275,685,211.09
				550,000.00 90,000.00 300,000.00 45,000.00 500,000.00 110,000.00 41,938.00
				1,636,938.00

.

79

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [113 x 27] intentionally omitted <==

			(Amounts)
	Particulars	For period ended Dec 31, 2021	For the year ended March 31, 2021
37 37.1 37.2	Tax Expense Current Tax Current Tax for the year Current Tax adjustments for earlier year (Net) Components of Income Tax Expense: Amounts recognised in the Statement of Profit and Loss Current tax Deferred tax Amounts recognised in the Statement of Profit and Loss Income Tax expense for the year Reconciliation of effective tax : Income before Income Tax Income Tax Rate Expected Income Tax Expense Tax effect of adjustments: Impact of allowable and disallowed income and expenses Impact in deferred tax due to change in tax rates MAT Credit Entitlement written off Taxes adjustments related to earlier years Total Tax expense Income tax relating to items that will not be reclassified to profit or loss	- - - - (49,716,785.45) - (49,716,785.45) (182,409,086.88) 25.168% (45,908,718.99) (3,808,066.46) - - - (49,716,785.45)	- 33,668,875.00
			33,668,875.00
			33,668,875.00 46,038,906.06 234,812.94
			79,942,594.00
			85,037,227.08 25.168% 21,402,169.31 (15,305,290.00) 37,532,738.00 2,644,102.00 33,668,875.00
			79,942,594.31

37.3 In previous year Company elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognised provision for Income Tax for the year ended March 31, 2020 and remeasured its deferred tax assets and liabilities, basis the rate prescribed in the said section. The full impact of this change has been recognised during the previous year.

38	Earning Per Share
	Net Profit for the year	(132,692,301.43)	(237,723,763.15)
	Face value per share (₹)	10.00	10.00
	Equity shares outstanding at the beginning of the year	16,217,500	16,217,500
	Equity shares allotted during the year	-	-
	Equity shares outstanding at the end of the year	16,217,500	16,217,500
	Weighted Avg. No. of Equity Shares	16,217,500	16,217,500
	Basic EPS (₹)	(8.18)	(14.66)
	Diluted EPS (₹)	(8.18)	(14.66)

.

80

Capital Trust Limited

Notes to the Standalone Financial Statements

==> picture [108 x 23] intentionally omitted <==

Capital Trust Limited Notes to the Standalone Financial Statements
	(Amounts)
Particulars	As at March 31, 2021 As at Dec 31, 2021
	Number Amount Number Amount
24 Equity Share capital (a) Authorised Equity shares of₹10 each 30,000,000 300,000,000.00 30,000,000 300,000,000.00 300,000,000.00 300,000,000.00 (b) Issued, subscribed and fully paid-up Equity shares of₹10 each 16,361,415 163,614,150.00 16,361,415 163,614,150.00 Less: Equity shares held by Capital Welfare Trust (143,915) (1,439,150.00) (143,915) (1,439,150.00) (Shares transferred to the trust pursuant to the scheme of Employee Stock Option Scheme("ESOP")) 162,175,000.00 162,175,000.00 (c) Reconciliation of the Equity share capital Number Amount Number Amount Balance at the beginning of the year 16,361,415 163,614,150.00 16,361,415 163,614,150.00 Add: Shares issued during the year - - - - Balance at the end of the year 16,361,415 163,614,150.00 16,361,415 163,614,150.00 Other Equity As at Dec 31, 2021 As at March 31, 2021 (a) Capital reserve Balance at the beginning of the year 54,559,275.00 54,559,275.00 Balance at the end of the year 54,559,275.00 54,559,275.00 (b) Capital redemption reserve Balance at the beginning of the year 30,000,000.00 30,000,000.00 Add: Amount transfer from statement of profit and loss - - 30,000,000.00 30,000,000.00 (c) Securities premium Balance at the beginning of the year 1,248,825,785.00 1,248,825,785.00 Add: Premium on conversion of share warrant into equity shares - - - - Balance at the end of the year 1,248,825,785.00 1,248,825,785.00 (d) General reserve Balance at the beginning of the year 3,456,545.00 3,456,545.00 Add:/Less: Additions/Deletions - - Balance at the end of the year 3,456,545.00 3,456,545.00 (e) Statutory reserve under section 45-IC of RBI Act, 1934 Balance at the beginning of the year 158,905,544.99 158,905,544.99 Add: Additions during the period - - Balance at the end of the year 158,905,544.99 158,905,544.99 (f) Surplus/(deficit) in the statement of profit and loss Balance at the beginning of the year (356,098,333.20) (117,099,082.98) Profit for the year (132,692,301.43) (237,723,763.15) Remeasurement of defined benefit liabilities/assets (Net of Taxes) - (1,275,487.07) Less: Transferred to Statutory reserve u/s 45-IC of RBI act 1934 - - Less: Dividend paid for the year 2018-19 (PY-2017-18) - - Less: Dividend distribution tax - - Balance at the end of the year (488,790,634.63) (356,098,333.20) Total Other Equity 1,006,956,515.36 1,139,648,816.79 Add: Premium on issue of equity shares to Capital Employee	30,000,000 300,000,000.00 30,000,000 300,000,000.00 300,000,000.00 300,000,000.00 16,361,415 163,614,150.00 16,361,415 163,614,150.00 (143,915) (1,439,150.00) (143,915) (1,439,150.00) 162,175,000.00 162,175,000.00		300,000,000.00
			300,000,000.00
			162,175,000.00
	Number Amount Number Amount
	16,361,415 -	163,614,150.00 16,361,415 - -	163,614,150.00 -
	16,361,415	163,614,150.00 16,361,415	163,614,150.00
		As at Dec 31, 2021 54,559,275.00 54,559,275.00 30,000,000.00 - 30,000,000.00 1,248,825,785.00 - - 1,248,825,785.00 3,456,545.00 - 3,456,545.00 158,905,544.99 - 158,905,544.99 (356,098,333.20) (132,692,301.43) - - - - (488,790,634.63) 1,006,956,515.36	As at March 31, 2021 54,559,275.00
			54,559,275.00
			30,000,000.00 -
			30,000,000.00
			1,248,825,785.00 - -
			1,248,825,785.00
			3,456,545.00 -
			3,456,545.00
			158,905,544.99 -
			158,905,544.99
			(117,099,082.98) (237,723,763.15) (1,275,487.07) - - -
			(356,098,333.20)
			1,139,648,816.79

*** Statutory reserve**