Key Dates
- AGM Date: September 19, 2026
- Record Date for Dividend: September 12, 2026
- Remote e-Voting Period: September 16, 2026 (9:00 AM) to September 18, 2026 (5:00 PM)
- Dividend Payment Date: On or before October 19, 2026 (if approved)
Dividend Information
- The Board of Directors has recommended a final dividend of ₹10.00 per equity share (100%) of face value ₹10 each for the financial year ended March 31, 2026.
- The dividend is subject to approval by shareholders at the AGM.
- The record date for determining entitlement to the dividend is fixed as Saturday, September 12, 2026.
- Dividend will be paid within 30 days from declaration (by October 19, 2026) to members registered as of the record date.
Ordinary Business
1. Adoption of Financial Statements: To receive, consider, and adopt the audited financial statements for FY 2025-26 along with Directors' Report and Auditors' Report.
2. Declaration of Dividend: To declare a dividend of ₹10.00 per equity share for FY 2025-26.
3. Re-appointment of Director: To re-appoint Ms. Rachita Gupta (DIN: 09014942), Whole-Time Director, who retires by rotation.
Special Business
4. Re-appointment of Managing Director:
- Re-appointment of Mr. Rohit Gupta (DIN: 00045077) as Managing Director for a term of 5 years from August 10, 2027, to August 9, 2032.
- Remuneration not exceeding ₹84 lakh per annum as minimum remuneration.
- The resolution is proposed as an ordinary resolution.
5. Alteration of Articles of Association:
- To insert Article 107A allowing debenture trustees to appoint a nominee director upon occurrence of specified default events.
- Required for compliance with SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021.
- The resolution is proposed as a special resolution.
6. Approval of Material Related Party Transactions:
- To approve transactions with CSL Capital Private Limited (Related Party) up to ₹250 crores.
- Nature of transactions: Loan & Guarantee/Security transactions.
- CSL Capital holds 29.28% equity in CSL Finance Limited.
- Mr. Rohit Gupta is common director in both companies (Managing Director of CSL Finance and Director of CSL Capital).
- Ms. Rachita Gupta holds 16.89% shares in CSL Capital.
- Transactions are in ordinary course of business and on arm's length basis.
- The resolution is proposed as an ordinary resolution.
Financial Impact
- Dividend Impact: Total dividend payout amount not specified in the disclosure.
- Related Party Transactions: Maximum exposure of ₹250 crores with CSL Capital Private Limited.
- Managing Director Remuneration: ₹84 lakh per annum for the new term.
Voting Arrangements
- The company has appointed National Securities Depository Limited (NSDL) as the e-voting agency.
- Members can vote remotely from September 16-18, 2026, or during the AGM.
- Ms. Jasvinder Kaur (COP: 7700) appointed as Scrutinizer for the voting process.
- Results will be declared within two working days after the AGM.
Additional Information
- The AGM will be held through VC/OAVM as permitted by MCA and SEBI circulars.
- The notice and annual report are being sent electronically to members with registered email addresses.
- Members holding physical shares must update KYC details with the RTA (MAS Services Limited) to receive dividends.
- Unclaimed dividends for FY 2018-19 will be transferred to Investor Education and Protection Fund on November 6, 2026.
Capital Structure Impact
- No change in share capital mentioned in the disclosure.
- The dividend payment will reduce retained earnings but does not affect share capital.
Cash Flow Implications
- Dividend payment will result in cash outflow (amount not quantified).
- Related party transactions may involve cash inflows (loans) or outflows (repayments) up to ₹250 crores.
Governance Aspects
- The notice includes detailed profiles of directors seeking re-appointment (Rohit Gupta and Rachita Gupta).
- Related party transactions have been approved by the Audit Committee and Board.
- The company has complied with all regulatory requirements for convening the AGM.