CSL Finance Limited — Proxy Solicitation & Information Statement 2023

Jun 27, 2023

June 27,2023

National Stock Exchange of India Limited BSE Limited
Exchange Plaza,	Corporate Relationship Department,
C-1, Block-G, Bandra Kurla Complex,	Phiroze Jeejeebhoy Towers,
Bandra (E), Mumbai — 400051	Dalal Street, Mumbai-400001
NSE Symbol: CSLFINANCE	BSE Scrip Code: 530067

Dear Sir/Ma'am,

Sub: Notice of Extra-Ordinary General Meeting (EGM) of CSL Finance Limited ("the Company") scheduled to be held on Friday, July 21, 2023 at 11:00 A.M. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means

Ref.: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

In accordance to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of the Extra-Ordinary General Meeting of the Company scheduled to be held on Friday, July 21, 2023 at 11:00 A.M. (IST) through Video Conferencing ("VC") /Other Audio-Visual Means.

The Notice of the EGM shall also be hosted on the Company 's website at www.cslfinance.in

In terms of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Company shall provide its Members with the facility to exercise their right to vote on the Business specified in the EGM Notice, through electronic means via the Remote e-Voting Platform, and during the EGM through e-Voting. The Company has fixed Friday, July 14, 2023, as the cut-off date for determining the eligibility of Shareholders to cast their votes. Further, the Company has engaged the services of National Securities Depository Limited for facilitating the e-Voting process through their e-Voting Platform and to provide a platform for the Members to attend and participate in the EGM through Video Conference.

We request you to kindly take this letter on record

Thanking you,

Yours Faithfully, For CSL Finance Limited Ashok Kumar Kathuria (Director) DIN: 01010305 Ashok Kumar Kathuria Digitally signed by Ashok Kumar Kathuria Date: 2023.06.27 19:34:42 +05'30'

Encl: As above

Reg. off.: 410-412,18/12, 4th Floor, W.E.A, Arya Samaj Road, Karol Bagh, New Delhi-110005, Corp off.: 716-717, 7th Floor, Tower — B, World Trade Tower, Sector — 16, Noida, 201301, Uttar Pradesh, Ph.: +91 120 4290650/52/53/54/55, Email: info@cslfinance.in, Web.: www.cslfinance.in

CSL FINANCE LIMITED CIN: L74899DL.1992PL.C051462 Regd. Office: 410-412, 18/12, 4" Floor, W.E.A., Arya Samaj Road, Karol Bagh, Delhi — 110005 Tel.: 011-42503441 Corp. Office: 716-717, 71" Floor, Tower — B, World Trade Tower, Sector - 16 Noida — 201301 Tel.: 0120-4290650, 4290651, 4290652, 4290653, 4290654; Website: www.cslfinance.in; email: investor @cslfinance.in

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the Extra-Ordinary General Meeting ("EGM") of the Members of CSL Finance Limited ("the Company") will be held on Friday, July 21, 2023 at 11:00 A.M. (IST) through Video Conference (VC) Other Audio-Visual Means (OAVM) facility, to transact the businesses as mentioned below.

The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company at 410- 412, 18/12, 4% Floor, WE.A., Arya Samaj Road, Karol Bagh, Delhi — 110005, which shall be the deemed venue of the EGM.

SPECIAL BUSINESSES

Item No. 1:

ISSUANCE OF 17,00.000 EQUITY SHARES TO THE PERSONS BELONGING TO 'NON-PROMOTER' CATEGORY ON PREFERENTIAL BASIS

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the "Aect") read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under {including any statutory modification(s) thereto or re-enactment thereof for the time being in force}, enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreements entered into by the Company with the stock exchanges where the shares of the Company are listed {"Stock Exchange(s)"}, and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India ("SEBI"), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations™), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Ministry of Corporate Affairs, SEBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, RBI, SEBI, Stock Exchange(s) and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed by the board of directors of the Company (hereinafter referred to as the "Board" which terms shall be deemed to include any committee duly constituted by the Board or any committee, which the Board may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), the consent of the members of the company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis, up to 17,00,000 (Seventeen

Lakh) Equity Shares of face value of Rs.10/- (Rupees Ten Only) each fully paid up, for cash, to be issued at a price of Rs. 286/- (Rupees Two Hundred and Eighty-Six Only) per Equity Share, determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs. 48,62,00,000/- (Rupees Forty-Eight Crore Sixty Two Lakh Only), on such further terms and conditions as may be finalized by the Board of Directors, to the below mentioned persons ("Proposed Allottees"):

S. No.	Name of the Proposed Allottee	Category	Number of shares to be
			issued
1.	Kitara PIIN 1103	Non-Promoter	17,00,000
		Total	17,00,000

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of SEBI ICDR Regulations, the "Relevant Date' for purpose of determining the minimum issue price of Equity Shares proposed to be allotted to the above mentioned allottees shall be Wednesday, June 21, 2023 i.e., being the date 30 days prior to the date of Extra Ordinary General Meeting scheduled to be held on Friday, July 21, 2023.

RESOLVED FURTHER THAT the aforesaid issue of Equity Shares shall be subject to the following terms and conditions:

• (a) The proposed allottee shall be required to bring in 100% of the consideration, for the Equity Shares to be allotted, on or prior to the date of allotment thereof, from their respective bank account.
• (b) The pre-preferential shareholding of the Proposed Allottee and Equity Shares to be allotted to the Proposed Allottee shall be under lock in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations.
• (c) The Equity Shares to be allotted to the Proposed Allottee under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.
• (d) The Equity Shares shall be allotted within a period of 15 (fifteen) days from the date of passing this resolution, provided where the allotment of the Equity Shares is pending on account of pendency of any approval of such allotment by any regulatory authority, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approval.
• (e) Allotment of Equity Shares shall only be made in dematerialized form.
• (f) The issue and allotment of Equity Shares shall be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of Rs.10/- (Rupees Ten Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company or any Committee of the Board and Company Secretary & Compliance Officer of the Company be and are hereby authorized severally on behalf of the Company to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient, including without limitation to make

application to Stock Exchange for obtaining of in-principle approval, listing of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Equity Shares, utilization of issue proceeds, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders.

RESOLVED FURTHER THAT in connection with any of the foregoing resolutions, the Board of Directors or any Committee of the Board and Company Secretary & Compliance Officer of the Company be and are hereby severally authorized to execute and deliver any and all other documents, papers and to do or cause to be done any and all acts or things as may be necessary, appropriate or advisable in order to carry out the purposes and intent of the foregoing resolutions for the preferential issue; and any such documents so executed and delivered or acts and things done or caused to be done shall be conclusive evidence of the authority of the Company in so doing and any document so executed and delivered or acts and things done or caused to be done prior to the date hereof are hereby ratified, confirmed and approved as the acts and deeds of the Company, as the case may be."

Item No. 2:

TO APPROVE THE ALTERATION OF THE MAIN OBJECT CLAUSE (3) (A) OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT, pursuant to the provisions of Section(s) 4, 13 and 15 and all other applicable provisions, if any, of the Companies Act 2013, read with applicable Rules and Regulations framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), or any other applicable law(s), regulation(s), guideline(s), and subject to the approvals, consents, sanctions and permissions of the appropriate regulatory and statutory authorities, consent of the Members be and is hereby accorded to alter/amend the existing Main Object Clause by adding the following clause ie. 3 A (11) to the Main Object Clause (3) (A) of the Memorandum of the Company:

"To act as a Corporate Insurance Agent / Insurance Intermediary for any Fire, Accident Indemnity or General Insurance Company"

RESOLVED FURTHER THAT such an alteration is not tantamount to change in the core business activity of the Company and the Company shall continue to undertake NBFC activities only.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the "Board", to exercise its powers including the powers conferred to it by this resolution) be and is hereby authorized to accept any amendment/modification approved by the relevant Regulatory Authorities and seek approval for the change in the main object clause of the Company accordingly without making any further reference to the members for their approval.

RESOLVED FURTHER THAT for the purpose of giving effect to above resolution, any of the Directors or Key Managerial Personnel (KMP) of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary, desirable or expedient, including amendment, modification but not limited to filing necessary forms and/or returns, making application and/or any other form with the Registrar of Companies and/or the Central Government and/or any Statutory Authorities and to file, sign, verify and execute all such forms (including e-forms), papers or documents, as may be required and do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to the aforementioned resolution."

By Order of the Board For CSL Finance Limited

Sd/- Place: Delhi Preeti Gupta Date: June 27,2023 Company Secretary and Compliance Officer

NOTES:

• 1. Pursuant to the General Circular Nos.14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 5th May, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 3/2022 dated 5th May, 2022 and 11/2022 dated 28th December, 2022 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and SEBI Circular dated 12th May, 2020, 15th January, 2021, 13th May, 2022 and 5th January, 2023 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as "Circulars'), issued from time to time, physical attendance of the Members to the Extra Ordinary General Meeting ("EGM™) venue is not required and general meeting can be held through video conferencing ("VC") or other audio visual means ("OAVM"). Hence, Members are requested to attend and participate in the ensuing EGM through VC/OAVM.
• Since the EGM being held through VC/OAVM, the Route Map, Attendance Slip and proxy form are not attached to this Notice.
• The Members can join the EGM in the VC/OAVM mode 30 (thirty) minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
• The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") setting out material facts relating to the business stated under Item No.1 and [tem No. 2 is annexed hereto.
• Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs as aforesaid, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as remote e-Voting at the EGM will be provided by NSDL.
• The Notice calling the EGM has been uploaded on the website of the Company at www.cslfinance.in. The Notice 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 the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
• All documents referred to the Notice and accompanying Explanatory Statement, are open for inspection at the Registered Office of the Company on all working days, except holidays between 10.00 A.M to 5.00 P.M. up-to the date of the EGM and shall also be available for inspection by the Members electronically during the EGM. Members seeking to inspect such documents may send an email to the Company at investor @cslfinance.in at least seven (7) days before the date of EGM.

• The Notice of EGM and accompanying Explanatory Statement is being sent in electronic mode only to the Members whose e-mail addresses are registered with the Company or the Depositories/ Depository Participant(s).

• Members who would like to express their views/ask questions as a speaker at the EGM may send their questions/query in advance and pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/folioc number, PAN and mobile number at investor @cslfinance.in on or before July 16, 2023 (5.00 p.m. IST). Only those Members who have preregistered themselves as a speaker will be allowed to express their views/ask questions during the EGM. The Company reserves its right to restrict the number of speakers depending on the availability of time for the EGM.

1. INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING:

The remote e-voting period begins on Tuesday, July 18, 2023 at (9:00 a.m. IST) and ends on Thursday, July 20, 2023 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. Friday, July 14, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, July 14, 2023.

• i. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company is pleased to provide to its Members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means. The Company has engaged the services of NSDL as the Agency to provide remote e-Voting facility and e-Voting during the EGM.
• ii. Mr. Parveen Sharma, Practicing Company Secretary (COP: 25707) has been appointed as the Scrutinizer to scrutinize the e-Voting during the EGM and remote e-Voting in a fair and transparent manner.
• ii. The Results of voting will be declared within two working days from the conclusion of the EGM. The declared Results, along with the Scrutinizer's Report will be submitted with the Stock Exchange (National Stock Exchange of India Limited and BSE Limited), where the Company's equity shares are listed and shall also be displayed on the Company's website www cslfinance.in and NSDL's website www.evoting.nsdl.com
• iv. Voting rights of the Members for voting through remote e-Voting and voting during the EGM shall be in proportion to shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, July 14, 2023. A person, whose name is recorded in the Register of Members or in the Register of Beneficial owners (as at the end of the business hours) maintained by the depositories as on the cut-off date shall only be entitled to avail the facility of remote e-Voting and voting during the EGM.
• The remote e-Voting facility will be available during the following period:
• a) Commencement of remote e-Voting: 09:00 A.M. (IST) on Tuesday, July 18,2023.
• b) End of remote e-Voting: 05:00 P.M. (IST) on Thursday, July 20,2023.

• ¢) The remote e-Voting will not be allowed beyond the aforesaid date and time and the remote e-Voting module shall be disabled by NSDL upon expiry of aforesaid period.

• vi. Those Members, who will be present in the EGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system during the EGM.

• vii. The Members who have cast their vote by remote e- Voting prior to the EGM may also attend/ participate in the EGM through VC/OAVM but shall not be entitled to cast their vote again.
• viii. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holds shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in mentioning their demat account number/ folio number, PAN, name and registered address. However, if he/ she is already registered with NSDL for remote e-Voting then he/ she can use his/ her existing User ID and password for casting the vote.

ix. Process and manner for Remote e-Voting:

Members are requested to follow the below instructions to cast their vote through e- Voting:

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

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

Step 1: Access to NSDL e-Voting system

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

In terms of SEBI circular dated December 9, 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.

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.	lL 1	NSDL IDeAS If you already registered facility, are for of NSDL. Open web e-Services website please visit the URL: browser following typing by the https://eservices.nsdl.com/ either 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 will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting Click on "Access to e-Voting" under e- Voting services. services and you will be able to see e-Voting page. Click on options available against company name or e-Voting service provider - 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. If the user is not registered for IDeAS e-Services, option to

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

	https://eservices.nsdl.com. available register Select at is IDeAS" "Register Online Portal for click or at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by 3 URL: https:/www.evoting.nsdl.com/ following typing the either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon 'Shareholder/Member' "Login" which under available is section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held NSDL), Password/OTP Code Verification with and as a shown on the screen. After successful authentication, you NSDL Depository site wherein you can will be redirected to e-Voting Click options available against page. on see company name or e-Voting service provider - NSDL and of NSDL for you will be redirected to e-Voting website
Individual Shareholders holding securities in demat mode with CDSL	your vote during the remote Voting period casting or e- joining virtual meeting & voting during the meeting. 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 arehttps://web.cdslindia.com/myeasi/hom e/loginorwww.cdslindia.com and click on New System Myeasi.
	After successful login of Easi/Easiest the user will be also 1 able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	If the user is not registered for Easi/Easiest, option to register J. available at is https://web.cdslindia.com/myeasi/Registration/EasiRegistrati on
	Alternatively, the user can directly access e-Voting page by 4 providing demat Account Number and PAN No. from a link www.cdslindia.com home The system page. will in authenticate the user by sending OTP on registered Mobile & Email as 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 Depository account through your Participant registered with INSDL/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 INSDL/CDSL Depository successful authentication, after site

wherein you can see e-Voting feature. Click on options available against company name or e-voting service provider-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 above mentioned 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 in login can contact issue NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk sending request by at a helpdesk.evoting@cdslindia.com contact 022- or at 23058738 or 022-23058542-43

(B) Login Method for 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?

• l. 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.
• 1 Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• J 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 at https:/feservices.nsdl.com _ with your existing IDEAS login. Once you log-in to NSDL eservices 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:

Manner of holding shares i.e. (NSDL CDSL) Demat or or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DPID followed by 8 Digit Client ID por example if your DPID is IN300%# and Client ID is 12%%%%%% then your user ID is IN3QQ** [ 2% #¥%%
b) For Members who hold shares in demat account with CDSL.	ks 16 Digit Beneficiary ID For example if your Beneficiary ID is 12% then your user ID jg 12% sks sok sestoiosfoies

¢) For Members holding shares	EVEN Number followed by Folio Number registered with
in Physical Form.	the company
	For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001 ***

• 5, Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• 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.
• 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'.
  • (i) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 6 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
• ¢) 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.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• §, Now, you will have to click on "Login" button.
• After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

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

• I. 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 General Meeting is in active status.
• 1 Select "EVEN" of company for which is CSL Finance Limited, for which you wish to cast your

vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".

• J. 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.
• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• Il. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to parveensassociates@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1 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 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 email ids for e-voting for the resolutions set out in this notice:

• I. In case shares are held in physical mode please provide ISR-1, SH13 and ISR2 (if signature not tallied with company/RTA record or not available with RTA/Company) with copy of , PAN (self-attested scanned copy of PAN card), AADHAR (if address is changed)\ and Original Cancelled Cheque to RTA i.e. MAS SERVICES LIMITED, T-34, 2" Floor Okhla Industrial Area Phase-II, New Delhi 110020
• 1 In case shares are held in demat mode, please update your email id and mobile with in your account and generate password as given in e-voting instructions above.
• 3 In terms of SEBI circular dated December 9, 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 EGM:

Il. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for

remote e-voting.

• Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e- Voting system in the EGM.
• Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
• The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

Instructions for Members to attend the EGM through VC/OAVM:

• L. Member will be provided with a facility to attend the EGM 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 General 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.
• Members are encouraged to join the Meeting through Laptops for better experience.
• Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 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.
• Members who need assistance before or during the EGM, can contact NSDL on evoting@nsdl.co.in / 1800-222-990.

EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013)

As required under Section 102 of the Companies Act, 2013 (including any re-enactment(s) made thereunder, if any, for the time being in force) (hereinafter referred to as the "Companies Act"), the following explanatory statements sets out all material facts relating to the business mentioned under Items no. 1 of the accompanying Notice:

Item No.: 1

The Special Resolution contained in Item No.1 of the Notice, have been proposed pursuant to the provisions of Sections 42, 62 of the Companies Act, 2013, to issue and allot up-to 17,00,000 (Seventeen Lakh) Equity Shares, by way of preferential allotment, to persons belonging to Non-Promoter Category, at an issue price of Rs. 286/- (Rupees Two Hundred and Eighty-Six Only) per Equity Share, in terms of Chapter V of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013.

The said proposal has been considered and approved by the Board in their meeting held on Tuesday, June 27, 2023.

The approval of the members is accordingly being sought by way of a 'Special Resolution" under Sections 42, and 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder, and Regulation 160 of the SEBI (ICDR), Regulations.

The details of the issue and other particulars as required in terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the SEBI (ICDR), Regulations are set forth below:

I. Objects of the Issue

The Company intends to utilize the proceeds raised through the issue ("Issue Proceeds™) towards the following objects:

• 1. For meeting the working capital requirements and Lending in the ordinary course of business of the Company
• 1. General Corporate Purposes

(Hereinafter collectively referred to as "objects")

The main Object Clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

Utilization of Proceeds & Schedule of Implementation

As the funds to be received against issue and allotment of Equity Shares, will be in tranches and quantum of funds required on different dates may vary therefore, the Broad Range of intended use of the Issue Proceeds of the Issue is as under:

S. No.	Particulars	Total estimated amount to be utilized (Rs. In Crores)	Tentative timelines for utilization of issue proceeds from the date of receipt of funds
1.	working meeting For capital the requirements and Lending ordinary in the course of business of the Company	36.47	Latest by December 31, 2024
2.	General Corporate Purposes	12.15
	Total	48.62

Note: In terms of NSE Notice No. NSE/CML/2022/56 and BSE Notice No. 20221213-47 dated December 13, 2022, the amount specified for the above mentioned object of issue size may deviate +/- 10% depending upon the future circumstances.

Interim Use of Proceeds

Our Company, in accordance with the policies formulated by our Board from time to time and subject to use of proceeds as stipulated in this notice, will have flexibility to deploy the Issue Proceeds. Pending utilization of the Issue Proceeds for the purposes described above, our Company intends to deposit the Gross Proceeds only with scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934.

II. Monitoring of Utilization of Funds

As the issue size does not exceed Rs. 100 Crore, the Company is not required to appoint a credit rating agency to monitor the issue in terms of the provisions of Regulation 162A of the SEBI ICDR Regulations.

IIL. Particulars of the offer including the maximum number of specified securities to be issued:

Preferential Issue of up to 17,00,000 (Seventeen Lakh) Equity shares of face value of Rs. 10/- (Rupees Ten Only) each, at an issue price of Rs. 286/- (Rupees Two Hundred and Six Only) each, aggregating up to Rs. 48,62,00,000/- (Rupees Forty-Eight Crore Sixty Two Lakh Only).

Iv. The intent of the promoters, directors or key management personnel of the issuer to subscribe to the offer

None of the Promoters, Directors or Key Managerial Personnel of the Company intends to subscribe to any of the securities proposed to be issued under the Preferential Issue or otherwise contribute to the Preferential Issue or separately in furtherance of the objects specified herein above.

V. The Shareholding Pattern of the issuer before and after the preferential issue:

Category		Pre issue Shareholding		Equity Shares to be allotted	Post Issue Shareholding		Post Issue Shareholding (Presuming full conversion of Warrants)
	No. of	%*	Warrant		No. of	%*"	No. of	%*
	Shares		Ss		Shares		Shares
(A) Promoter Shareholding
(D Indian

(a) Individuals & HUF	40,32,620		2,00,000		40,32,620		42,32,620
(b) Bodies Corporate	66,37,490				66,37,490		66,37,490
Sub Total AD	1,06,70,11 0		2,00,000		1,06,70,110		1,08,70,110
(2) Foreign promoters
Total	1,06,70,11		2,00,000		1,06,70,110		1,08,70,110
Promoter	0
shareholdin
g A=A1+A2
(B) Public Shareholding
Bl)	2,09,313	1.01		17,00,000.0	19,09,313	8.51	19,09,313	8.38
Institutional				0
Investors
B2) Central
Govt./Stat
Govt./POL
B3) Non
Institutional
Investors
Individuals	45,93,409	22.16	1,50,000		45,93,409		47,43,409
Body	42 47,549	20.49			42,47,549		42,47,549
Corporate
Others	6,27,993	3.03			6,27,993		6,27,993
(Including HUF,
LLP&NRI)
Total Public	96,78,264		1,50,000	17,00,000	1,13,78,264		1,15,28,264
Shareholdin		46.68				50.72		50.60
2 B=B1+B2+B
3
C) Non	3,84,247	1.85			3,84,247.00	1.71	3,84,247	1.69
Promoter -
Non-Public
Grand Total	2,07,32,62	100.0	3,50,000	17,00,000	2,24,32,621	100.0	2,27,82,621	100.0
(A+B+C)	1	0				0		0

(*)These percentages have been calculated on the basis of pre preferential paid-up share capital of the Company i.e. Rs. 20,73,26,210/- divided into 2,07,32,621 Equity Shares of Rs. 10/- each.

(**) These percentages have been calculated on the basis of post preferential paid-up share capital of the Company i.e. Rs. 22,43,26,210/- divided into 2,24,32,621 Equity Shares of Rs. 10/- each.

(***)These percentages have been calculated on the basis of post preferential paid-up share capital of the Company on fully diluted basis i.e. Rs. 22,78,26,210/- divided into 2,27,82,621 Equity Shares of Rs. 10/- each.

Notes:

(1) The pre-issue shareholding pattern is as on the latest BENPOS date i.e. June 23, 2023.

(2) Post shareholding structure may change depending upon any other corporate action in between.

VI. Proposed time limit within which the allotment shall be complete:

In terms of SEBI ICDR Regulations, the preferential allotment of said Equity Shares will be completed within a period of 15 (fifteen) days from the date of passing of special resolution at Item No. 1, provided that where the allotment is pending on account of pendency of any application for approval or permission by any regulatory authority, if applicable, the allotment would be completed within 15 (fifteen) days from the date of such approval or within such further period as may be prescribed or allowed by SEBI, stock exchange(s) or other concerned authorities.

VIL Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

No preferential issue was proposed during the financial year.

VIII The identity of the natural persons who are the ultimate beneficial owners of the equity shares proposed to be allotted and / or who ultimately control the proposed allottee(s):

S. No.	Name of the proposed allottees	Names of ultimate beneficial owners of proposed
		allottee(s)
1.	Kitara PIIN 1103	Mr. Ajitsinh G Khimji and
		Mr. Sachin Nithyanand Kamath

IX. The percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue:

Pre issue Shareholding Name of Allottees Structure			Equity Shares to be allotted	Post Issue Shareholding		Post Issue Shareholding (Presuming full conversion of Warrants)
	No. of Shares	« %		No. of Shares	wo %	No. of Shares	_— %
Kitara PIIN 1103	0	0.00	17,00,000			17,00,000 7.58 17,00,000	7.46

(*)These percentages have been calculated on the basis of pre preferential paid-up share capital of the Company i.e. Rs. 20,73,26,210/- divided into 2,07,32,621 Equity Shares of Rs. 10/- each.

(**) These percentages have been calculated on the basis of post preferential paid-up share capital of the Company i.e. Rs. 22,43,26,210/- divided into 2,24,32,621 Equity Shares of Rs. 10/- each.

(*¥**)These percentages have been calculated on the basis of post preferential paid-up share capital of the Company on fully diluted basis i.e. Rs. 22,78,26,210/- divided into 2,27,82,621 Equity Shares of Rs. 10/ each.

As a result of the proposed preferential issue of Equity Shares, there will be no change in the control or management of the Company. However, voting rights will change in tandem with the shareholding pattern.

Consequential changes in the Voting Rights, change in control and change in the Management, if any, in the issuer consequent to the preferential issue:

As a result of the proposed preferential issue of Equity Shares, there will be no change in the control or management of the Company. However, voting rights will change in tandem with the shareholding pattern.

XI. Lock-in Period:

• (a) Equity Shares allotted shall be subject to lock-in in accordance with Chapter V of the SEBI ICDR Regulations.
• (b) The entire pre-preferential allotment shareholding, if any, of the Proposed Allottee, shall be locked-in as per Chapter V of the SEBI ICDR Regulations.

XII. Issue price and Relevant Date:

In terms of Regulation 161 of SEBI (ICDR) Regulations, 2018 the Relevant Date has been reckoned as Wednesday, June 21, 2023, for the purpose of computation of issue price.

In compliance with SEBI ICDR Regulation, the minimum issue price per Equity Share is higher of the price determined through following methods:

• a. The Equity shares of the Company are listed on both National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and are frequently traded on NSE as per provisions of SEBI ICDR Regulations. For the purpose of computation of the price, NSE, the Stock Exchange which has the highest trading volume in respect of the Equity shares of the Company, during the preceding 90 Trading days prior to the relevant date has been considered. In terms of the provisions of Regulation 164 of the ICDR Regulations, the minimum price at which the Equity Shares may be issued computes to Rs. 285.68/ - each.
• b. Method of determination of price as per the Articles of Association of the Company Not applicable as the Articles of Association of the Company are silent on the determination of a floor price/ minimum price of the shares issued on preferential basis.
• c. The proposed allotment to the allottee would be more than 5% of the post issue fully diluted share capital. Thus, in compliance with Regulation 166A of the SEBI ICDR Regulations, the Company has obtained a Valuation report dated June 26, 2023 from Corporate Professionals Valuation Services Private Limited, Independent Registered Valuer (Registration No.: IBBI/RV-E/02/2019/106) in accordance of which the value per equity share comes out to be Rs. 279.38/- per Equity Share. The said report is available on the website of the Company at www.cslfinance.in.

The price of the Equity Shares to be allotted on preferential basis is Rs. 286/- (Rupees Two Hundred and Eighty-Six Only) each to the proposed allottee, which is higher than the above mentioned prices.

XIII. Undertakings:

• e None of the Company, its directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines issued by Reserve Bank of India for same. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.
• e None of its Directors or Promoters are fugitive economic offenders as defined under the SEBI ICDR Regulations.
• e As the equity shares have been listed on a recognized Stock Exchanges for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation 163(1)(h) is not applicable.

e None of the allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

XIV. Disclosures specified in Schedule VI of ICDR Regulations, if the issuer or any of its promoters or directors is a willful defaulter or fraudulent borrower: Not Applicable

XV. The current and proposed status of the proposed allottees post the preferential issue namely:

	S. No. Name of the proposed allottee	Current status	Post status
1.	Kitara PIIN 1103	Non-Promoter	Non-Promoter

XVI. Practicing Company Secretary Certificate:

The certificate from CS Parveen Sharma (ACS No. 41531, C.P. No.: 25707), certifying that the preferential issue is being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations has been obtained considering the said preferential issue. The copy of said certificate will be available at the website of the Company, till the date of the EGM, at www.cslfinance.in.

XVII. Details of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution.

None of the other Directors or Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise, in the above referred resolution.

The Board of Directors recommends the resolutions as set out in Item No. 1 of this notice for the issue of Equity Shares on a preferential basis.

Item No.: 2

The following explanatory statement, pursuant to section 102 of the Companies Act, 2013 sets out all material facts relating to the business mentioned under Item No.02 of the accompanying Notice.

The company proposes to undertake the business to act as a Corporate Insurance Agent / Insurance Intermediary for any Fire, Accident Indemnity or General Insurance Company and for that purpose to do all or any of such things as are incidental or ancillary for carrying on the business as a Corporate Insurance Agent / Insurance Intermediary and providing solicitation and servicing of insurance business for any of the specified category of life, general and health.

To enable the company to commence the aforesaid business, it is proposed to amend the Main Objects under the Objects Clause of the Memorandum of Association of the company, by the insertion of "Clause 3 (A) (11)" after the existing "Clause 3 (A) (10)" to the Main Object Clause of the Memorandum of the Company as stated in the resolution in the annexed notice.

The above amendment would be subject to the approval of the Registrar of Companies, and any other statutory or Regulatory authority, as may be necessary.

None of the Director or Key Managerial Personnel of the Company or their respective relatives is/ are concerned or interested, financially or otherwise, in the said Resolution.

The Board recommends the Resolution for approval of the Members as a Special Resolution as set out in the Item no. 02 of the notice.

By Order of the Board For CSL Finance Limited

Sd/- Place: Delhi Preeti Gupta Date: June 27,2023 Company Secretary and Compliance Officer