CSL Finance Limited disclosed that promoter group entity Rohit Gupta HUF acquired 47,973 equity shares between August 24 and August 26, 2026. The acquisition was executed through open market transactions.

The purchase increases the promoter group’s holding in the company. Rohit Gupta HUF is part of a person acting in concert (PAC) group that includes Rohit Gupta, Ridhima Gupta, Rachita Gupta, and CSL Capital Private Limited.

Acquisition Details

The shares were purchased across three trading sessions in late August 2026. The total number of shares acquired during this period stands at 47,973.

Stake Movement

Prior to these acquisitions, the PAC group held 3,60,136 shares, representing 1.58% of the total share capital. Following the purchases, the holding increased to 4,08,109 shares, or 1.79% of the total voting capital.

The company’s total equity share capital remains at ₹22,78,26,210, comprising 2,27,82,621 equity shares of ₹10 each. There were no encumbrances on the shares held by the acquirer before or after the transaction.

Regulatory Disclosure

The disclosure was made pursuant to Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Ashok Kumar Kathuria, Director of CSL Finance Limited, signed the filing on August 27, 2026.

CSL Finance has scheduled its 34th Annual General Meeting for September 19, 2026, to seek shareholder approval for a ₹250 crore related-party loan facility and declare a final dividend of ₹10 per equity share for FY26. The meeting will also address the re-appointment of Managing Director Rohit Gupta.

The NBFC aims to secure an omnibus approval from shareholders for loan and guarantee transactions with its associate company, CSL Capital Private Limited, which holds a 29.28% stake in the lender. This facility is intended to support routine financing and working capital requirements on an arm's-length basis.

Key Resolutions

Shareholders will vote on several ordinary and special resolutions during the virtual meeting held via Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The primary agenda items include:

• Dividend Declaration: Approval of the board-recommended final dividend of ₹10 per share (face value ₹10), representing a 100% payout. The record date is fixed for September 12, 2026.
• Related Party Transactions: Authorization for loans and guarantees up to ₹250 crore with CSL Capital Private Limited. These transactions are expected to exceed materiality thresholds under SEBI Listing Regulations.
• Board Appointments: Re-appointment of Ms. Rachita Gupta as Whole-Time Director by rotation and Mr. Rohit Gupta as Managing Director for a five-year term from August 10, 2027, to August 9, 2032.
• Articles of Association: Alteration to allow the appointment of a nominee director by the debenture trustee, ensuring compliance with SEBI regulations for listed non-convertible securities.

Related Party Transaction Details

The proposed transaction with CSL Capital is structured to facilitate timely fund availability. CSL Capital extends corporate guarantees for CSL Finance’s borrowings and provides short-term loans at the lender’s weighted average cost of borrowing.

During FY25-26, CSL Finance availed loans worth ₹5,040.88 lakh from CSL Capital and paid interest of ₹53.06 lakh. The proposed aggregate value represents 97.63% of CSL Finance’s annual consolidated turnover for the preceding financial year.

Leadership Continuity

Mr. Rohit Gupta, who has served as Managing Director since 2022, will continue in his role with a remuneration ceiling of ₹84 lakh per annum. His re-appointment follows a recommendation by the Nomination and Remuneration Committee, citing his experience in structured lending and SME finance. Ms. Rachita Gupta, the Whole-Time Director, will also be re-appointed, maintaining the family-led management structure.

What the Numbers Show

The scale of the proposed related-party borrowing is significant relative to the company's size. The ₹250 crore limit equates to nearly the entire annual consolidated turnover of CSL Finance (97.63%), highlighting a heavy reliance on associate-backed liquidity for working capital needs. Additionally, the interest rate band of 10%–12% for these unsecured loans aligns with the cost of borrowing passed through from CSL Capital, suggesting no margin arbitrage benefit but rather operational convenience in fund mobilization.