CSL Finance Ltd

Reg 29(2) transactions

• CSL Finance Limited: CSL Capital Private Limited acquired 10,000 equity shares on 21 August 2026.
• CSL Finance Limited: Rohit Gupta HUF acquired 12,380 equity shares on 19 August 2026.
• CSL Finance Limited: Rohit Gupta HUF acquired 19,415 equity shares on 20 August 2026.
• CSL Finance Limited: Rohit Gupta HUF acquired 10,000 equity shares on 21 August 2026.

Acquisitions under Reg 29(2)

• Target Company: CSL Finance Limited.
• Disclosing Parties: CSL Capital Private Limited and Rohit Gupta HUF.
• Transaction Type: Acquisition of equity shares.
• CSL Capital Private Limited: 20,200 shares on Aug 17, 2026; 15,000 on Aug 18, 2026.
• Rohit Gupta HUF: 20,000 shares on Aug 17, 2026; 16,879 on Aug 18, 2026.

Business Overview

• CSL Finance is an RBI-registered NBFC offering secured SME and real estate loans.
• AUM ₹1,505 crore; on-book ₹1,472 crore; Wholesale-led growth with slower SME disbursements.
• Portfolio focus: secure lending across SME Retail and Wholesale, with emphasis on the NCR region.
• ESOP 2025 pool largely ungranted; grants tied to performance milestones.
• Credit rating reaffirmed at A- Stable by Acuité; India Ratings upgraded to BBB+ Stable.

Operational Highlights

• AUM rose 16% YoY and 4% QoQ; on-book AUM up 18% YoY and 5% QoQ.
• Cumulative disbursements ₹321 crore; collections ₹283 crore; collection efficiency 98%.
• Lender base expanded to 35; NCD draw ₹60 crore; ₹90 crore available.
• Liquidity healthy: ₹89.5 crore cash; undrawn NCD ₹90 crore; ₹50 crore raised.
• Branch optimization: closing non-performing branches and reshuffling; net new branches muted.
• Lending partners: repeat sanctions from existing lenders; diversified funding profile.

Financial Performance

• Revenue ₹70.35 crore; Interest income ₹65.87 crore.
• PAT ₹22.15 crore; PBT ₹29.70 crore.
• NII ₹45.0 crore; ROA 5.86%; ROE 13.82%.
• Disbursements ₹320.80 crore; Loans & Advances ₹1,467.75 crore.
• Gross NPA 0.95%; Net NPA 0.60%; CAR 42.90%.
• Book Value per Share ₹279.47; Total ECL ₹17.15 crore; PCR 123.20%.
• Borrowings ₹884.07 crore.

Capital Structure & Liquidity

• Undrawn NCD facility ₹90 crore; ₹50 crore raised from existing lender.
• Lender base now 35; diversified across banks, SFBs and NBFCs.
• Credit rating reaffirmed at A- Stable by Acuité as of 31 Mar 2026; improved access to capital.
• Headroom to leverage; onboarding additional PSU lenders to optimise borrowing costs.

Strategic Priorities & Outlook

• Portfolio rationalisation: focus on SME Retail; diversify mix and funding access.
• Optimise branch profitability: expand SME Retail; improve AUM per branch/employee.
• Leverage technology: API integrations, LOS revamp, dashboards, digital onboarding.
• Core focus: Wholesale in NCR; SME Retail in ₹7.5–₹30 lakh range.
• Credit rating upgrade enables capital access; onboarding more PSU lenders.
• Risk management: 1% of AUM provisioning vs 0.4% regulatory; conservative approach.
• Outlook: Wholesale growth remains a driver; SME Retail to return to growth.

Risks & Mitigation

• SME disbursements slow due to tightened policy; mitigated by diversification and prudent underwriting.
• Recoveries to improve with case resolutions; SARFAESI-compliant book.
• Liquidity risk mitigated by cash reserves and undrawn facilities.

Governance & Leadership

• Independent Board; 9 years of uninterrupted dividends.
• MD Rohit Gupta; WTD Rachita Gupta; experienced leadership team.
• ESOP 2025 pool remains ungranted; grants tied to performance milestones.
• Transparent investor communication; robust governance initiatives.

Financial results

• Revenue from operations: ₹6,997.02 lakh for quarter ended 30 Jun 2026.
• Total income: ₹7,034.60 lakh for the quarter.
• PAT after tax: ₹755.28 lakh for the quarter.
• PBT before tax: ₹2,969.98 lakh for the quarter.
• Total comprehensive income: ₹2,213.33 lakh for the quarter.
• Auditor: S.R. Dinodia & Co. LLP issued an unmodified review.

Financing actions

• Issued ₹260 crore NCDs in two ₹130 crore tranches.
• Coupon rate 11% per annum; maturities 28 Apr 2028 and 21 May 2028.
• Proceeds earmarked for onward lending; secured by first ranking charge on loan receivables.
• Security cover maintained at 1.25x as per offer documents.

Board actions

• MD Rohit Gupta re-appointed for five-year term from Aug 10, 2027 to Aug 9, 2032.
• Appointment subject to approval of shareholders at the ensuing AGM.
• Alteration of Articles of Association approved.

Period & governance

• Quarter ended 30 June 2026; unaudited results reviewed by Audit Committee.
• Company primarily lends to SMEs; no overseas operations; no segment reporting.

Resignation withdrawal

• Withdrawal of resignation; Mr. Atul Kumar Agrawal to continue as President - Finance & Treasury.

Meeting Details

• Board meeting on August 12, 2026 to consider unaudited Q1 FY2026 results for quarter ended June 30, 2026.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended June 30, 2026.

Other Notes

• Trading window closed from July 1, 2026 to 48 hours post-results declaration, up to August 14, 2026.

Dematerialisation processing status

• Dematerialisation requests received during the reporting period were processed and confirmed to depositories within 15 days.
• Certificates received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within 15 days.
• Register of Members and stock exchanges updated within 15 days.
• Securities dematerialised were listed on all relevant stock exchanges.