Directors Report of CMX Holdings Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 34^th Annual Report and the Audited Financial
Statement for the Financial Year ended March 31, 2025.

PARTICULARS	2024-2025	2023-2024
Revenue from Operation	-	-
Other Income	2,031.03	3,810.43
T otal Revenue	2,031.03	3,810.43
T otal Expenditure	4,553,52	5,575.22
Profit/Loss before Taxation	(2,522.49)	(1,764.80)
Less: Tax Expenses Current Tax:	-	32.04
Add/Less: Deferred Tax	-	-
Add/Less: Tax adjustments for earlier years	-	-
Profit/Loss after Taxation	(2,522.49)	(1,796.84)

STATE OF COMPANY''S AFFAIRS & BUSINESS OPERATIONS

During the year under review, the company recorded Net Loss of Rs. 25.224 Lacs against Net Loss of
Rs. 17.968 Lacs during the previous year.

DIVIDEND:

The Company does not propose to declare dividend for the financial year ended March 31, 2025 and
wishes to plough back the profits for the further expansion activities of the Company.

EXPLANATION TO AUDITOR''S REMARK

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts
and accounting policies are self-explanatory and do not calls for any further comment.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

There is no holding, subsidiary & Associates Company as on financial year ended March 31, 2025.
EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2025 as provided under sub-section (3)
of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014
is available on the company''s website: www.sielfinancial.com.

SHARE CAPITAL

During the year under review, there was no change in the capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details pertaining to loans, guarantees or investments are provided in the notes to the Financial
Statements.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

No material events have occurred after the financial year ended March 31, 2025 of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER
THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT: -

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the
Companies Act, 2013 along with Rules made there-under other than those which are reportable to the
Central Government.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters provided
under sub-section (3) of Section 178, is published on the website of the Company viz.,
www.sielfinancial.com

DIRECTORS:

During the year under review, the Board consists of 4 (Four) Directors as on 31^st March, 2025 and
none of the Directors are disqualified.

LIST OF DIRECTORS PRESENT ON THE BOARD AS ON DATE:

DIN/PAN	NAME OF DIRECTORS	APPOINTMENT DATE
02638453	Aveen Kaur Sood	17/06/2021
09757887	Amit Kumar	12/11/2022
10169819	Ankita Bhargava	20/05/2023
10165644	Bidhyadhar Sharma	20/05/2023

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the directors''
responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 202 5 the applicable
Accounting standards had been followed along with proper explanation relating to the material
departures;

(b) the directors of the Company had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company, as at March 31, 2025 and loss of the
Company for the year ended March 31,2025.

(c) the directors of the Company had taken proper and sufficient care for the maintenance of proper
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

(d) the directors of the Company had prepared the accounts of the Company for the financial year
ended March 31, 2025 on a going concern basis and;

(e) the directors of the Company had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be an internal risk as
well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits
and other related issue can affect our operations and profitability. However, the Company is well aware
of the above risks and as part of business strategy has formulated a Risk Management Policy.

The Risk Policy approved by the Board, clearly lays down the roles and responsibilities of the various
functions in relation to risk management covering a range of responsibilities, from the strategic to the
operational. These role definitions, inter alia, provide the foundation for your Company''s Risk
Management Policy and Framework that is endorsed by the Board and is aimed at ensuring
formulation of appropriate risk management procedures, their effective implementation across the
Company and independent monitoring and reporting by Internal Audit. Backed by strong internal
control systems, the Company is in the process of implementing the current Risk Management
Framework that consists of the following key elements:

• The Corporate Risk Management policy facilitates the identification and prioritization of strategic
and operational risks, development of appropriate mitigation strategies and conducts periodic
reviews of the progress on the management of identified risks

• A combination of risk policy and unit wise evolved procedures brings robustness to the process of
ensuring that business risks are effectively addressed.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in
businesses with unique / relatively high risk profiles.

• A strong and independent Internal Audit function at the corporate level carries out risk focused
audits across all businesses, enabling identification of areas where risk management processes
may need to be strengthened. The Board of Directors reviews Internal Audit findings, and
provides strategic guidance on internal controls. The Board of Directors closely monitors the
internal control environment within the Company including implementation of the action plans
emerging out of internal audit findings.

• At the Business level, Internal Audit Department personnel continuously verify compliance with
laid down policies and procedures, and help plug control gaps by assisting operating management
in the formulation of control procedures for new areas of operation.

• The periodical planning exercise requires all units to clearly identify their top risks and set out a
mitigation plan with agreed timelines and accountability. Top Management and Unit heads
confirm periodically that all relevant risks have been identified, assessed, evaluated and that
appropriate mitigation systems have been implemented.

The combination of policies and processes as outlined above is expected to adequately address the
various risks associated with your Company''s businesses.

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key
areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the
Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

BOARD COMMITTEES:

The Company has the following Committees of the Board:

1. Audit Committee

Name of Committee members	Category	Date of Appointment
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023

2. Nomination and Remuneration Committee

Name of Committee	Category	Date of Appointment
members
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023

3. Stakeholders Relationship Committee

Name of Committee members	Category	Date of Appointment
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023

BOARD INDEPENDENCE:

Our definition of ''Independence'' of Directors is derived from SEBI (LODR), Regulations, 2015 and
Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the
Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent in terms of Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 and Section 149(6) of the Companies Act, 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is
committed to fulfill its social responsibility as a good corporate citizen. The Companies Act, 2013,
pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate
Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a
certain class or classes of Companies. However, our Company does not fall under the requisite criteria
and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of CMX Holdings Limited, SIEL Financials Services Limited is committed to
maintain the highest standard of honesty, openness and accountability and recognize that employees
have important role to play in achieving the goal.

The Company''s Whistleblower Policy encourages Directors and employees to bring to the Company''s
attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the
conduct that could adversely impact the Company''s operations, business performance and / or
reputation. The Policy provides that the Company investigates such incidents, when reported, in an
impartial manner and takes appropriate action to ensure that the requisite standards of professional
and ethical conduct are always upheld. It is the Company''s Policy to ensure that no employee is
victimized or harassed for bringing such incidents to the attention of the Company. The practice of the
Whistleblower Policy is overseen by the Board of Directors and no employee has been denied access to
the Committee. The Whistleblower Policy is available on the Company''s website
www.sielfinancial.com

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent
business governance that freedom of management should be exercised within a framework of
appropriate checks and balances. The Company remains committed to ensuring an effective internal
control environment that inter alia provides assurance on orderly and efficient conduct of operations,
security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting
records and the timely preparation of reliable financial information.

The Company''s independent and Internal Audit processes, both at the Business and Corporate levels,
provide assurance on the adequacy and effectiveness of internal controls, compliance with operating
systems, internal policies and regulatory requirements. The Financial Statements of the Company are
prepared on the basis of the Significant Accounting Policies that are carefully selected by management
and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual &
Standard Operating Procedures (SOPs) that have been established for individual units/ areas of
operations.

The Company has in place adequate internal financial controls with reference to the Financial
Statements. Such controls have been tested during the year and no reportable material weakness in
the design or operation was observed. Nonetheless the Company recognizes that any internal financial
control framework, no matter how well designed, has inherent limitations and accordingly, regular
audit and review processes ensure that such systems are reinforced on an ongoing basis. The Company
is in process of appointing an internal auditor to oversee the internal audit mechanism and the same
will be done at the earliest.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review, the Company has complied with all
the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors''
and ''General Meetings'' respectively (including any modifications or amendments thereto) issued by
the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report for the year under review, as required under Regulation
34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report
as Annexure II.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There was NIL Related Party Transaction as required to be disclosed in compliance with the
Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants
of India (ICAI).

CORPORATE GOVERNANCE:

The Compliance Certificate on Corporate Governance as per the requirement of SEBI LODR 2015 forms
part of this Annual Report as Annexure III.

NO. OF MEETINGS OF THE BOARD:

The intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013. The maximum interval between any two meetings did not exceed 120 days as prescribed
under the Companies Act, 2013.

The Board of Directors met 07 (Seven) times during the financial year i.e. on 28/05/2024,
09/08/2024, 10/09/2024, 07/11/2024, 12/11/2024, 13/12/2024 and 04/02/2025.

The details of Directors attendance in the Board Meeting is stated below:

Sr. No.	Name of Director	No of Board Meetings attended during Financial Year 2024-2025
1.	Aveen Kaur Sood	7
2.	Amit Kumar	7
3.	Ankita Bhargava	7
4.	Bidhyadhar Sharma	7

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015.

BOARD EVALUATION

Regulation 27 of SEBI (Listing and Obligation Requirement) Regulations, 2015 mandates that the
Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that
a formal annual evaluation needs to be made by the Board of its own performance and that of its
committees and individual directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated. The evaluation of all the directors and the Board as a whole
was conducted based on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the nomination and remuneration committee.

AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

STATUTORYAUDITOR

Pursuant to the Section 139 of the Companies Act, 2013, appointment of the Statutory Auditors M/s. S.
K. Mehta & Co., Chartered Accountants (FRN: 000478N) was made by the members of the Company in
its Extra-Ordinary General Meeting (EGM) held on 04.12.2024 for a period of 5 years till the conclusion
of 38th Annual General Meeting of the company to be held in the year 2029 on the recommendation of
the Audit Committee and the Board of Directors.

The observations of Auditors in their report with the relevant notes to accounts are self- explanatory
and therefore do not require further explanation.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS'' REPORT

CS Yash Sagar Srivastava, Practicing Company Secretaries was appointed to conduct the Secretarial
Audit of the Company for the financial year 2024-2025, as required under Section 204 of the
Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2024-25 forms part of
the Annual Report as “Annexure I” to the Board Report.

DEPOSITS

The Company has not accepted any deposits within the meaning of Chapter V of The Companies Act,

2013 during the year under review. No deposit remained unpaid or unclaimed as at the end of the year
and accordingly there has been no default in repayment of deposits or payment of interest thereon
during the year.

COST AUDIT

Cost Audit is not applicable to the Company during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH&DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Energy conservation measures taken: Nil

(b) Additional investments and proposals if any, being implemented for reduction of consumption of
energy: Nil

(c) Impact of the measures at (a) and(b)above: Nil for reduction of energy consumption and consequent
impact on the cost of production of goods

(d) Total energy consumption and energy consumption: Nil per unit of production

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY

A. Power and fuel consumption: Nil

B. Consumption per unit of production: Nil

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY
ABSORPTION ETC.,

I Research and Development: Nil

II Technology Absorption, Adaptation and: Nil Innovation
FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	Current year	Previous Year
Foreign Exchange earnings	NIL	NIL
Foreign Exchange Out go	NIL	NIL

ANTI SEXUAL HARASSMENT POLICY

The Company is committed to provide a protective environment at workplace for all its women
employees. To ensure that every woman employee is treated with dignity and respect and as
mandated under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013”. The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual
harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the
current financial year.

Number of Complaints received: Nil
Number of Complaints disposed off: Nil

FAMILIARIZATION PROGRAMME

The Company has established a Familiarization Programme for Independent Directors.

As per Reg 25(7) of SEBI (LODR) in which the Board briefed him about the following points:

a) Nature of the industry in which the Company operates

b) Business model of the Company

c) Roles, rights, responsibilities of independent directors

d) Any other relevant information

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are made available at the registered office of the Company. The members desirous of
obtaining the same may write to the Managing Director at the registered office of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR

During the year, there has been no application made or proceedings pending under the Insolvency and
Bankruptcy Code, 2016. Hence, the said clause is NOT APPLICABLE to the Company.

ACKNOWLEDGEMENTS

Your directors express their appreciation for the sincere co-operation and assistance of Central and
State Government authorities, bankers, suppliers, customers and business associates. Your directors
also wish to place on record their deep sense of appreciation for the committed services by your
company''s employees. Your directors acknowledge with gratitude the encouragement and support
extended by our valued shareholders.

CAUTIONARY STATEMENT

The Board''s Report and Management Discussion & Analysis may contain certain statements describing
the Company''s objectives, expectations or forecasts that appear to be forward-looking within the
meaning of applicable securities laws and regulations while actual outcomes may differ materially
from what is expressed herein. The Company is not obliged to update any such forward-looking
statements. Some important factors that could influence the Company''s operations comprise economic
developments, pricing and demand and supply conditions in global and domestic markets, changes in
government regulations, tax laws, litigation and industrial relations.

Date: June 14, 2025 By Order of the Board Place

For CMX Holdings Limited

Regd. Office: Soni Mansion, 12-B, (Formerly known as Siel Financial Services

Ratlam Kothi, Indore- 452001, Limited)

Madhya Pradesh (India) Sd/-

Aveen Kaur Sood
Managing Director
DIN:02638453

---

Mar 31, 2024

Your Directors have pleasure in presenting their 33^rd Annual Report and the Audited Financial Statement for the Financial Year ended March 31, 2024.

(Amount in thousands)

PARTICULARS	2023-2024	2022-2023
Revenue from Operation	-	-
Other Income	3,810.43	3772.50
T otal Revenue	3,810.43	3772.50
Total Expenditure	5,575.22	3845.42
Profit/Loss before Taxation	(1,764.80)	(72.92)
Less: Tax Expenses Current Tax:	32.04	-
Add/Less: Deferred Tax	-	-
Add/Less: Tax adjustments for earlier years	-	-
Profit/Loss after Taxation	(1,796.84)	(72.92)

STATE OF COMPANY''S AFFAIRS & BUSINESS OPERATIONS

During the year under review, the company recorded Net Loss of Rs. 17.968 Lacs against Net Loss of Rs. 0.729 Lacs during the previous year.

DIVIDEND:

The Company does not propose to declare dividend for the financial year ended March 31, 2024 and wishes to plough back the profits for the further expansion activities of the Company.

EXPLANATION TO AUDITOR''S REMARK

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not calls for any further comment.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

There is no holding, subsidiary & Associates Company as on financial year ended March 31, 2024. EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2024 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 is available on the company''s website: www.sielfinancial.com.

SHARE CAPITAL

During the year under review, there was no change in the capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details pertaining to loans, guarantees or investments are provided in the notes to the Financial Statements.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

No material events have occurred after the financial year ended March 31, 2024 of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:-

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is published on the website of the Company viz., www.sielfinancial.com

DIRECTORS:

During the year under review, the Board consists of 4 (Four) Directors as on 31^st March, 2024 and none of the Directors are disqualified.

LIST OF DIRECTORS PRESENT ON THE BOARD AS ON DATE:

DIN/PAN	NAME OF DIRECTORS	APPOINTMENT DATE
02638453	Aveen Kaur Sood	17/06/2021
09757887	Amit Kumar	12/11/2022
10169819	Ankita Bhargava	20/05/2023
10165644	Bidhyadhar Sharma	20/05/2023
00322864	Parmeet Singh Sood1	17/06/2021

* Cessation due to sudden demise on December 03,2023.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the directors'' responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable Accounting standards had been followed along with proper explanation relating to the material departures;

(b) the directors of the Company had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2024 and loss of the Company for the year ended March 31,2024.

(c) the directors of the Company had taken proper and sufficient care for the maintenance of proper accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors of the Company had prepared the accounts of the Company for the financial year ended March 31, 2024 on a going concern basis and;

(e) the directors of the Company had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issue can affect our operations and profitability. However the Company is well aware of the above risks and as part of business strategy has formulated a Risk Management Policy.

The Risk Policy approved by the Board, clearly lays down the roles and responsibilities of the various functions in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter alia, provide the foundation for your Company''s Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across the Company and independent monitoring and reporting by Internal Audit. Backed by strong internal control systems, the Company is in the process of implementing the current Risk Management Framework that consists of the following key elements: ¹

• The periodical planning exercise requires all units to clearly identify their top risks and set out a mitigation plan with agreed timelines and accountability. Top Management and Unit heads confirm periodically that all relevant risks have been identified, assessed, evaluated and that appropriate mitigation systems have been implemented.

The combination of policies and processes as outlined above is expected to adequately address the various risks associated with your Company''s businesses.

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

BOARD COMMITTEES:

The Company has the following Committees of the Board:

1. Audit Committee

Name of Committee members	Category	Date of Appointment
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023
Parmeet Singh Sood1	Member	21-04-2023

* Cessation due to sudden demise on December 03,2023.

2. Nomination and Remuneration Committee

Name of Committee members	Category	Date of Appointment
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023
Parmeet Singh Sood*	Member	21-04-2023

* Cessation due to sudden demise on December 03,2023. 3. Stakeholders Relationship Committee

Name of Committee members	Category	Date of Appointment
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023
Parmeet Singh Sood*	Member	21-04-2023

* Cessation due to sudden demise on December 03,2023.

BOARD INDEPENDENCE:

Our definition of ''Independence'' of Directors is derived from SEBI (LODR), Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 and Section 149(6) of the Companies Act, 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate

Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. However, our Company does not fall under the requisite criteria and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of CMX Holdings Limited, SIEL Financials Services Limited is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal.

The Company''s Whistleblower Policy encourages Directors and employees to bring to the Company''s attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Company''s operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company''s Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Board of Directors and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company''s website www.sielfinancial.com

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company''s independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements. The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis. The Company is in process of appointing an internal auditor to oversee the internal audit mechanism and the same will be done at the earliest.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review, the Company has complied with all

the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report as Annexure II.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There was NIL Related Party Transaction as required to be disclosed in compliance with the Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India (ICAI).

CORPORATE GOVERNANCE:

The Compliance Certificate on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report as Annexure III.

NO. OF MEETINGS OF THE BOARD:

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The Board of Directors met 09 (Nine) times during the financial year i.e. on 21/04/2023, 20/05/2023, 30/05/2023, 12/08/2023, 01/09/2023, 31/10/2023, 10/11/2023, 19/12/2023 and 07/02/2024.

The details of Directors attendance in the Board Meeting is stated below:

Sr. No.	Name of Director	No of Board Meetings attended during Financial Year 2023-2024
1.	Aveen Kaur Sood	9
2.	Amit Kumar	9
3.	Ankita Bhargava	9
4.	Bidhyadhar Sharma	9
5.	Parmeet Singh Sood*	7

* Cessation due to sudden demise on December 03,2023.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

BOARD EVALUATION

Regulation 27 of SEBI (Listing and Obligation Requirement) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

STATUTORYAUDITOR

Pursuant to the Section 139 of the Companies Act, 2013, appointment of the Statutory Auditors M/s. S S Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No: 000756N) was made by the members of the Company in its 28th Annual General Meeting (AGM) held on 27.09.2019 for a period of 5 years till the conclusion of 33rd Annual General Meeting of the Company on the recommendation of the Audit Committee and the Board of Directors.

The observations of Auditors in their report with the relevant notes to accounts are self- explanatory and therefore do not require further explanation.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS'' REPORT

M/s Bhanu Pratap Singh & Associates, Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2023-2024, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2023-24 forms part of the Annual Report as “Annexure I” to the Board Report.

DEPOSITS

The Company has not accepted any deposits within the meaning of Chapter V of The Companies Act, 2013 during the year under review. No deposit remained unpaid or unclaimed as at the end of the year and accordingly there has been no default in repayment of deposits or payment of interest thereon during the year.

COST AUDIT

Cost Audit is not applicable to the Company during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH&DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Energy conservation measures taken: Nil

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy: Nil

(c) Impact of the measures at (a) and(b)above: Nil for reduction of energy consumption and consequent impact on the cost of production of goods

(d) Total energy consumption and energy consumption: Nil per unit of production

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption: Nil

B. Consumption per unit of production: Nil

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,

I Research and Development: Nil

II Technology Absorption, Adaptation and: Nil Innovation FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	Current year	Previous Year
Foreign Exchange earnings	NIL	NIL
Foreign Exchange Out go	NIL	NIL

ANTI SEXUAL HARASSMENT POLICY

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention, P rohibition and Redressal) Act, 2013”.The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received: Nil Number of Complaints disposed off: Nil

FAMILIARIZATION PROGRAMME

The Company has established a Familiarization Programme for Independent Directors.

As per Reg 25(7) of SEBI (LODR) in which the Board briefed him about the following points:

a) Nature of the industry in which the Company operates

b) Business model of the Company

c) Roles, rights, responsibilities of independent directors

d) Any other relevant information

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. The members desirous of obtaining the same may write to the Managing Director at the registered office of the Company.

ACKNOWLEDGEMENTS

Your directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, suppliers, customers and business associates. Your directors also wish to place on record their deep sense of appreciation for the committed services by your company''s employees. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

CAUTIONARY STATEMENT

The Board''s Report and Management Discussion & Analysis may contain certain statements describing the Company''s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company''s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

Date: September 09, 2024 By Order of the Board Place

For CMX Holdings Limited

Regd. Office: Soni Mansion, 12-B, (Formerly known as Siel Financial Services

Ratlam Kothi, Indore- 452001, Limited)

Madhya Pradesh (India) Sd/-

Aveen Kaur Sood Managing Director DIN:02638453

1

The Corporate Risk Management policy facilitates the identification and prioritization of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks

• A combination of risk policy and unit wise evolved procedures brings robustness to the process of ensuring that business risks are effectively addressed.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

• A strong and independent Internal Audit function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk management processes may need to be strengthened. The Board of Directors reviews Internal Audit findings, and provides strategic guidance on internal controls. The Board of Directors closely monitors the internal control environment within the Company including implementation of the action plans emerging out of internal audit findings.

• At the Business level, Internal Audit Department personnel continuously verify compliance with laid down policies and procedures, and help plug control gaps by assisting operating management in the formulation of control procedures for new areas of operation.

---

Mar 31, 2014

To the Members,

The Directors present the 23rd Annual Report along with Audited Accounts of the Company for the year ended March 31,2014.

FINANCIAL RESULTS

The Company incurred a net loss of Rs.3.39 Lacs during the year under review.

DIVIDEND

In the absence of profits during the year, your Directors expressed their inability to recommend any dividend.

DIRECTORS

Mr. Bharat Bhushan Mehta, Directorretires by rotation atthe forthcoming Annual General Meeting and being eligible offer himself forreappointment.

Mr. A.K. Mehra, Director of the Company has resigned from the directorship of the Company w.e.f. 13.8.2014.

Mr. A.K.Mithal has been appointed as an additional director of the Company w.e.f. 13.8.2014to hold office upto the forthcoming Annual General Meeting of the Company Section 149 of the Companies Act, 2013 provides for the appointment of Independent Directors (IDs), subject to the approval of shareholders in the General Meeting. The Board of Directors recommends the appointment of IDs as set out in the Notice of the AGM for the approval of the shareholders. Necessary declaration from the IDs confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

AUDITORS

M/s. V. Sahai Tripathi & Co., Chartered Accountants, Auditors of the Company (ICAI Registration Number 000262N) hold office until the conclusion of the forthcoming Annual General Meeting of the Company and are recommended for reappointment.

AUDITORS''REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

CORPORATE GOVERNANCE

Aseparate report on Corporate Governance is attached as a part of the Annual Report and annexed hereto as Annexure I along with the Auditors'' Certificate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are not applicable and hence not furnished for the yearunder review.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS''RESPONSIBIUTY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors''state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for thatyear;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

SHARE REGISTRY ACTIVITIES

In terms of SEBI Circular No.D&CC/FITTC/CIR-l 5/2002 dated 27th December 2002, your Company has transferred the work related to share registry to M/s Mas Services Limited, a Registrar and Share Transfer Agent registered with SEBI.

LISTING OF EQUITY SHARES OF THE COMPANY

The Equity Shares of the Company are listed on BSE Limited, The Calcutta Stock Exchange Ltd. and Madhya Pradesh Stock Exchange Ltd. The delisting of the Equity Shares of the Company is pending with Calcutta Stock Exchange Ltd.

The Annual Listing Fee upto the years 2014-2015 has been paid to BSE Limited. The Annual Listing Fee upto the year 1998-1999 has been paid to Calcutta Stock Exchange Ltd.

DEPOSITORY SYSTEM

The equity shares of the Company have been notified for compulsorily trading in dematerialized form by all investors. The shares of the Company are available for trading on Central Depository Services (India) Ltd. (CDSL). The Company''s application for admission of its equity shares on National Securities Depository Limited (NSDL) is still pending. As on31st March 2014,atotal of 35,305 equity shares of the Company, which forms0.31%of the Equity Share Capital, stand dematerialized.

COMPLIANCES UNDERLISTING AGREEMENT/COMPANIES ACT, 2013

The Company is lying dormant for more than fifteen years and there is no employee on the rolls of the Company. As a result, the Company is not in a position to comply various compliances under the Companies Act, 2013 and Listing Agreement.

The Securities and Exchange Board of India (SEBI) passed an order dated 26.8.2014 under Section 11(1), 11(2)(j), 11(4) and 11B of the SEBI Act, 1992 read with Section 12Aof the Securities Contracts (Regulation) Act, 1956 in the matter of non-compliance with the requirement of Minimum Public Shareholding (MPS) under clause 40Aof the Listing Agreement and restrained the Company, its promoters and directors from various activities/corporate benefits.

FIXED DEPOSITS

There are no fixed deposits outstanding as on 31* March, 2014. ACKNOWLEDGMENTS The Directors wish to thank the Company''s Bankers, the Shareholders and Business Associates for their continued and unstinted support..

For and on behalf of the Board of Directors (SANTOSH KUMAR) (B.B. MEHTA) Place ; New Delhi DIRECTOR DIRECTOR Dated: 27.8.2014 DIN ; 00994313 DIN: 06644703

---

Mar 31, 2013

To the Members,

The Directors present the 22"" Annual Report along with Audited Accounts of the Company for the year ended March 31,2013.

FINANCIAL RESULTS

The Company incurred a net loss of Rs.176 Lacs during the year under review.

DIVIDEND

In the absence of profits during the year, your Directors express their inability to recommend any dividend.

DIRECTORS

Mr. Santosh Kumar, Director retire by rotation and being eligible, offer himself for reappointment.

Mr. Sunil Kakria, Director of the Company has resigned from the directorship of the Company w.e.f. 31.7.2013.

Mr. Bharat Bhushan Mehta was co-opted as an Additional Director on the Board of the Company w.e.f. 31.7.2013.

AUDITORS

M/s. V. Sahai Tripathi & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting of the Company and are recommended for reappointment. The Company has received certificate from them to the effect that their appointment, if made, would be within the limits as prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS''REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

CORPORATE GOVERNANCE

Aseparate report on Corporate Governance is attached as a part of the Annual Report and annexed hereto asAnnexure I along with the Auditors'' Certificate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto asAnnexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 217(1 )(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are not applicable and hence not furnished for the year under review.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors'' state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that year;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis. S

HARE REGISTRY ACTIVITIES

in terms of SEBI Circular No.D&CC/FITTC/CIR-15/2002 dated 27th December 2002, your Company has transferred the work related to share registry to M/s Mas Services Limited, a Registrar and Share Transfer Agent registered with SEBI.

LISTING OF EQUITY SHARES OF THE COMPANY

The Equity Shares of the Company are listed on BSE Limited and Madhya Pradesh Stock Exchange Limited. The delisting of the Equity Shares Oi the Company is pending with Calcutta Stock Exchange Ltd.

The Annual Listing Fee upto the years 2013-2014 has been paid to BSE Limited and Madhya Pradesh Stock Exchange Ltd. The Annual Listing Fee uptothe year 1998-1999 has been paid to Calcutta Stock Exchange Limited.

DEPOSITORY SYSTEM

The equity shares of the Company have been notified for compulsorily trading in dematerialized form by all investors. The shares of the Company are available for trading on Central Depository Services (India) Ltd. (CDSL). The Company''s application for admission of its equity shares on National Securities Depository Limited (NSDL) is still pending.

As on 31st March 2013, a total of 33,930 equity shares of the Company, which forms 0.30% of the Equity Share Capital, stand dematerialized.

FIXED DEPOSITS

There are no f xed deposits outstanding as on 31" March, 2013.

ACKNOWLEDGMENTS

The Directors wish to thank the Company''s Bankers, the Shareholders and Business Associates for their continued and unstinted support.



For and on behalf of the Board of Directors



Place : New Delhi (SANTOSH KUMAR) (A.K. MEHRA)

Dated: 13.08.2013 DIRECTOR DIRECTOR

---

Mar 31, 2012

The Directors present the21* Annual Report along with Audited Accounts of the Company for the year ended March31,2012.

FINANCIAL RESULTS

The Company incurred a net loss of Rs.86.81 Lacs during the year under review.

DIVIDEND

In the absence of profits during the year, your Directors express their inability to recommend any dividend.

DIRECTORS .

Mr. A.K. Mehra, Director retire by rotation and being eligible, offer himself for reappointment.

AUDITORS

M/s. V. Sahai Tripathi & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting of the Company and are recommended for reappointment. The Company has received certificate from them to the effect that their appointment, if made, would be within the limits as prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

CORPORATEGOVERNANCE

A separate report on Corporate Governance is attached as a part of the Annual Report and annexed hereto as Annexure I along with the Auditors' Certificate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 217(1 )(e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are not applicable and hence not furnished for the year under review.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors state:

(I) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that year;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

SHARE REGISTRY ACTIVITIES

In terms of SEBI Circular No.D&CC/FITTC/CIR-l 5/2002 dated 27th December 2002, your Company has transferred the work related to share registry to M/s Mas Services Limited, a Registrar and Share Transfer Agent registered with SEBI.

LISTING OF EQUITY SHARES OFTHE COMPANY

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited.

The delisting of the Equity Shares of the Company is pending with Calcutta Stock Exchange Ltd.

The Annual Listing Fee upto the years 2012-2013 has been paid to Bombay Stock Exchange Limited and Madhya Pradesh Stock Exchange Ltd.. The Annual Listing Fee upto the year 1998-1999 has been paid to Calcutta Stock Exchange.

DEPOSITORY SYSTEM

The equity shares of the Company have been notified for compulsorily trading in dematerialized form by all investors. The shares of the Company are available for trading on Central Depository Services (India) Ltd. (CDSL). The Company's application for admission of its equity shares on National Securities Depository Limited (NSDL) is still pending.

As on 31 st March 2012, atotal of 32960 equity shares of the Company, which forms 0.29% of the Equity Share Capital, stand dematerialized.

FIXED DEPOSITS

There are no fixed deposits outstanding as on 31 “ March, 2012.

ACKNOWLEDGMENTS

The Directors wish to thank the Company's Bankers, the Shareholders and Business Associates for their continued and unstinted support.

For and on behalf of the Board of Directors

Place : New Delhi (SANTOSH KUMAR) (A.K. MEHRA)

Dated; 30.5.2012 DIRECTOR DIRECTOR