Cil Securities Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the companys 36^th Annual Report along with the Audited financial statements for the Financial Year ended on 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The summary of the Companys financial results for the financial year ended on 31^st March, 2025 is furnished below:

(Rs. in Lakhs)

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from operation	982.84	1,053.39
Other Income	1.40	1.71
Total Income	984.24	1,055.10
Total Expenses	708.36	670.19
Profit Before Tax	275.88	384.91
Less:
Current Tax	76.06	95.32
Current Tax relating to Previous Year	-	-
Deferred Tax	(6.28)	1.28
Profit After Tax	206.10	288.31
EPS:
Basic	4.12	5.76
Diluted	4.12	5.76

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

(Rs. in Lakhs)

The Companys Profit after Tax for the year is Rs. 206.10 Lakhs compared to Rs. 288.31 Lakhs in the previous year. The decline in performance was mainly due to several factors, including slower GDP growth in India, foreign fund outflow, and rising global inflation and interest rates. These challenges led to lower investor confidence, reduced trading volumes, and less participation from retail investors. Additionally, changes in Tax policies and weaker domestic consumption further affected market activity, particularly in the cash segment.

Despite these market challenges, the Companys disciplined approach to cost management and operational efficiency allowed us to maintain an EBIT margin of 29.55% and a Net Profit Margin of 20.94%, demonstrating resilience in a difficult market environment. We remain committed to optimizing our operations, retaining clients, and strengthening our business to overcome such challenges and build a foundation for future growth.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the Financial Year under review.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT

The Company does not have any Subsidiaries, Associates and Joint Venture Companies and hence disclosure under this clause is not applicable to the Company for the Financial Year under review.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES OF THE COMPANY

During the Financial year under review, no Company has become or ceased to be the Subsidiary, Joint venture or Associate Company of the Company.

DIVIDEND

With a view to conserve the resources of the Company, your Directors do not recommend dividend for the Financial Year ended on 31^st March, 2025.

AMOUNT TRANSFERRED TO RESERVES

Your Directors proposed to transfer amount of Rs. 20.61 Lakhs to General Reserve for the Financial Year ended on 31^st March, 2025. An amount of Rs. 185.49 Lakhs is retained in the retained earnings.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company and the date of this report.

MARKETS PERSPECTIVE

Continuing with the trends seen in the previous Financial Year (FY24) Most of the Financial Markets, especially the Equities Markets remained quite buoyant, right from upstart of FY25. In fact, the slight weariness seen towards the fag end of FY24 was swiftly overcome, right at the onset of April month of 2024. The signals were quite clear that the markets had coped with the minor, yearend accounting readjustment dynamics in March of 2024 & hence quickly recouped from the mild slackness, signaling that the bigger Macro Picture remained clearly buoyant!

This renewed buoyancy simply kept accentuating, not just through the first quarter but well into the 2nd quarter. In fact, July month was particularly secure in its all-round optimism for the Equity Markets across the Globe in general. Our own markets in particular, romped up on multiple sub-segments & were aptly displayed in the lead Benchmarks across the board. The most popular & widely tracked Indices led by the NIFTY & SENSEX locally & the Wall Street barometers like DOW JONES, NASDAQ, S&P-500 etc. all of them hit newer Life-Highs numerable times in the time zone ranging from April through late September wherein the NIFTY hit a new peak @ 26,277!

However, the onset of October suddenly brought about a shift & a sudden downturn in the tides, driven by an unusual factor that was seldom known. With CHINA suddenly rising from slumber & announcing big ticket measures to shore up their own disgruntled markets, by pronouncing a large scale Impetus package worth Trillions of Dollars as pump in plans, the Global Fund flow equation jerked suddenly & the likely diversion of Fund flow from Indian shores back to China caused a sharp ripple. However, with our own Government proactively signaling the continuation of the development agenda, the Equity Markets regrouped quickly & by the time of Financial year 2024 concluded, things were back in fine fettle.

The onset of new Financial year 2025 ushered in a fresh & a much tougher set of head winds, driven by the changing dynamics in the US Leadership under Mr. Donald Trump, who made it very obvious that path breaking new Trade rules will be implemented with all seriousness. As the official Trump regime kicked in on 20th January, the TRADE TARIFF warfare became the buzz word all over the financial markets, across the globe & led to an unprecedented upheaval rarely seen. Driven by these forceful factors, the 4th quarter of FY 2024-25 witnessed an unusually large extent of collateral damage for the Equities markets, across the Globe with India too getting its own share & more of disruption. Again, as the typically vulnerable month of March (burdened by several account streamlining episodes) concluded, the hopes of the new FY setting in were also punctured with the announcement that 2nd April be set as a "Liberation Day" by the US President. Thus, the flow of bad news continues & intensified upfront in the new FY! As things stand, there is some extent of easing of tensions as the Most Powerful chairs in the Globe realized that this serious issue needs to be addressed much more practically caused some soothing of nerves. Thus, the cyclicality nature of the Markets function once again managed to raise fresh hopes for future outlook but is still quite difficult to quantify the immediate future path!

BUSINESS OUTLOOK FOR THE YEAR 2025-26

In sync with the uncertainties playing out in the Financial Markets most of the market intermediaries, especially with a predominant Equity Segment focus are facing a very challenging situation currently. As such it is a well-known theme that the Equity Markets, across the Globe, are most sensitive to "Uncertainties" and in the current times we are facing these headwinds of unusual magnitude. Hence, we view this as very challenging situation. However, as a multi decades existing Entity in these business segments, we are geared up much better then several peer players. For instance, we continue to thrust on core skills like technology competency & Research capabilities & we are confident that these virtues will stand us in good stead & stay ahead of competition, although the bigger picture worries remain as realistic threats for the first half of the new Financial Year.

STATE OF THE COMPANYS AFFAIRS

During the financial year 2024-25, the Company reported revenue from operations of Rs. 982.84 lakhs, a decline of 6.70% from Rs. 1,053.39 lakhs in FY 2023-24. EBIT stood at Rs. 290.85 lakhs (PY: Rs.399.67 lakhs), and EBT was Rs 275.88 lakhs (PY: Rs.384.91 lakhs). Net

Profit declined by 28.51%, from Rs.288.31 lakhs to Rs.206.10 lakhs.

Financial Year 2024-25 has been a challenging year for the company, despite the challenges, we are committed in strengthening our business to overcome such challenges and build a foundation for future growth.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Companys state of affairs and various business aspects including market conditions, business opportunities, challenges etc. contained in the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

SHARE CAPITAL

The paid-up share capital of the company as on 31^st March, 2025 is Rs. 500 Lakhs. During the Financial Year 2024-25, the Share Capital of the Company has remained unchanged.

ANNUAL RETURN

Annual Return in Form MGT-7 is available on the Companys website, the web link for the same is www.cilsecurities.com.

NUMBER OF BOARD MEETINGS

During the financial year, five board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Details of meetings held during the year are as follows:

Sl. No.	Date of Meeting
1.	26 Apr 2024
2.	10 Aug 2024
3.	28 Oct 2024
4.	08 Feb 2025
5.	20 Feb 2025

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR 2024-25 A. RETIREMENT OF DIRECTORS BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Krishna Kumar Maheshwari retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

B. CHANGE IN KEY MANAGERIAL PERSONNEL

AND BOARD OF DIRECTORS:

There were following changes in key managerial personnel and composition of the Board of Directors of the company.

1. Mr. Budhi Prakash Toshniwal, Independent Director of the Company ceased to be Director due to completion of tenure as Independent Director on 27^th April, 2024.

2. Mr. Feroz Russi Bhote, Independent Director of the Company ceased to be Director due to completion of tenure as Independent Director on 27^th April, 2024.

3. Mr. Om Prakash Jagetiya was appointed as Additional Director (Category Independent Director) of the company on 27^th April, 2024 and was appointed as Director (Category Independent Director) in the Annual General Meeting held on 23^rd July, 2024.

4. Mr. Santosh Kumar Rathi was appointed as Additional Director (Category Independent Director) of the company on 27^th April, 2024 and was appointed as Director (Category Independent Director) in the Annual General Meeting held on 23^rd July, 2024.

5. Mr. Ashok Kumar Inani, Director-Finance/ CFO of the Company resigned on 02^nd November, 2024 due to completion of Tenure.

6. Mr. Krishna Kumar Maheshwari, Managing Director of the Company was appointed as CFO in the Board meeting held on 28^th October, 2024, w.e.f 03^rd November, 2024.

7. Ms. Purva Singh Thakur, Company Secretary of the Company resigned on 18^th February, 2025 due to personal reasons.

8. Ms. N. Vaishnavi, Company Secretary of the Company appointed on 20^th February, 2025.

9. Mr. Krishna Kumar Maheshwari, Chief Financial Officer of the Company resigned on 26^th July, 2025.

10. Mr. Vinod Kumar Sabavath, Chief Financial Officer of the Company appointed on 26^th July, 2025 w.e.f 27^th July, 2025.

NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy of the Company, adopted by the Board in accordance with the provisions of Section 178(3) of the Act based on the recommendations made by the Nomination and Remuneration Committee, lays down criteria for:

i. Determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;

ii. Appointment, tenure, removal/ retirement of Directors, Key Managerial Personnel and Senior Management; iii. Determining remuneration (f ixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and

iv. Evaluation of the performance of the Board and its constituents.

The Company has uploaded the Nomination, Remuneration and Evaluation Policy on its website on www.cilsecurities.com.

CRIETERIA FOR MAKING PAYMENT TO THE DIRECTORS i. SITTING FEES

Non-Executive Directors (NED) may receive remuneration by way of fee for attending meetings of the Board of Directors of the Company ("Board") or any committees thereof ("Committee(s)") or any other meeting as required by the Companies Act, 2013, as amended ("the Act"), the Listing Regulations or other applicable laws or for any other purpose whatsoever as may be decided by the Board. Provided that the amount of such fees shall not exceed Rupees one lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

ii. REMUNERATION

Section 197 of the Act allows a Company to pay remuneration to its directors on the Board of the Company ("Director") either by way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other. Further, the Section 197 also states that where the Company has a managing or whole-time Director or manager, then a maximum of 1% of its net profits can be paid as remuneration to its NEDs. In any other case, then a maximum of 3% of net profit can be paid. Thus, the basis of payment to the NEDs is the net profit of the Company. As per regulation 17 of Listing Regulations, the approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single NED exceeds fifty per cent of the total annual remuneration payable to all NED, giving details of the remuneration thereto.

iii. PROFESSIONAL FEES

Section 197 of the Act allows a Company to pay remuneration to its NEDs for services rendered by any such Director if: a. The services rendered are of professional nature; b. In the opinion of Nomination and Remuneration Committee the Director possesses the requisite qualification for the practice of the profession.

iv. REIMBURSEMENT OF ACTUAL EXPENSES

INCURRED

NEDs may also be paid/reimbursed such sums either as fixed allowance and /or actual as fair compensation for travel, boarding and lodging and incidental and /or actual out of pocket expenses incurred by such NED for attending the Board/Committee meetings or for the Companys work. The Nomination and Remuneration Committee is entrusted with the role of reviewing the compensation of NEDs.

v. PAYMENT TO INDEPENDENT DIRECTORS

An Independent Director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or any Committee thereof and profit related commission up to a certain percentage of net profits in such proportion, as may be permissible under the applicable law.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The Annual performance evaluation of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out on 08^th February, 2025 in the manner given below: i. Performance evaluation of the Independent Directors was done by the entire Board (excluding the Director being evaluated); ii. Independent Directors, in their separate meeting held on 08^th March, 2025, reviewed the performance of the Non-Independent Directors and the Board as a whole (including its Committees); and iii. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.

The Nomination and Remuneration Committee reviewed the results of the annual performance evaluation carried out in the financial year 2024-25 and expressed overall satisfaction on the performance of the Independent Directors, Non Independent Directors, Chairman and the Board as a whole (including its Committees). Accordingly, no corrective action was proposed to be taken pursuant to such evaluation results.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure I to this Report.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Our definition of ‘Independence of Directors is derived from Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act and rules framed thereunder. The Independent Directors have also submitted a declaration that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations.

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on 31^st March, 2025: a) Mr. Om Prakash Jagetiya and b) Mr. Santosh Kumar Rathi

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

During the Year Mr. Om Prakash Jagetiya (DIN: 00546495) and Mr. Santosh Rathi (DIN: 06478349) were appointed as Independent Director of the Company w.e.f 27^th April, 2024 and in the opinion of the Board, both the Independent Directors possess integrity, expertise and experience (including the proficiency in diversified fields).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, the Auditors have not made any qualification, reservation or adverse remark or disclaimer in their Report on the financial statements of the Company and a declaration to this has been attached with this report. There was no instance of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

AUDITORS i. Statutory Auditors

At the 33^rd Annual General Meeting (‘AGM) held on 17^th June, 2022, M/s. Ramkishore Jhawar and Associates, Chartered Accountants (FRN: 003016S), was appointed as the Auditors of the Company for a period of five years from the conclusion of the said AGM. M/s. Ramkishore Jhawar and Associates will complete his present term on conclusion of 38^th AGM. Ratification of their appointment by members in every Annual General Meeting (AGM) is done away by Companies Amendment Act, 2017. Hence, no resolution to this effect is proposed in the Notice calling AGM.

ii. Internal Auditors

Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 29^th April, 2025 reappointed M/ s. Niranjan & Narayan, Chartered Accountants (FRN: 005899S) as the Internal Auditors of the Company for the financial year 2025-26. iii. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, along with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors at their meeting held on 29^th April, 2025 re-appointed Mr. Govind Toshniwal, Practicing Company Secretary as Secretarial Auditor for a period of 5 years commencing from the financial year 2025-26 to 2029-30.

A) Secretarial Audit Report

The Secretarial Audit Report in the prescribed format form MR-3 for the financial year ended 31^st March, 2025 is set out in Annexure II to this Report.

B) Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended 31^st March, 2025 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. Govind Toshniwal, Practicing Company Secretary has been submitted to the Stock Exchange within 60 days of the end of the Financial Year and same is set out in Annexure III to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan or given any guarantee or provided securities during the financial year 2024-25. The particulars of Investments made during the financial year ended 2024-25 are provided in Notes to Financial Statements in Note No. 2 and 4.

DETAILS RELATING TO DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Section 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the Financial Year 2024-25. Further, there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Related Party transactions that were entered during the financial year were on Arms Length Basis and were in the Ordinary Course of Business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management and their relative, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the ordinary course of business are periodically placed before the Audit Committee and also before the Board for their approval.

The related party transactions as mentioned above are not required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.cilsecurities.com.

The details of all the transactions with Related Parties are provided in the accompanying financial statements pursuant to IND AS-24.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

Pursuant to the provisions of section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company at www.cilsecurities.com.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required under the Act, the following is the summary of sexual harassment complaints during the financial year 2024-25.

S.No.	Particulars	Details
a.	Number of complaints of sexual harassment received in the year;	NIL
b.	Number of complaints disposed off during the year; and	NIL
c.	Number of cases pending for more than ninety days.	NIL

DISCLOSURE AS PER MATERNITY BENEFIT ACT, 1961

The Company is dedicated to fostering a safe, respectful, and inclusive workplace that supports work-life balance. We ensure paid maternity leave, job protection, and comprehensive support for eligible women employees throughout and beyond their pregnancy. This approach reflects our unwavering commitment to full compliance with the Maternity Benefit Act, 1961.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 23 Female Employees: 09 Transgender Employees: 0

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has well established procedures for Internal Financial Control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The Internal Audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE

Adequate Insurance cover has been taken for properties of the Company including Buildings, Computers, Office Equipments, Vehicles, etc.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO, INFORMATION UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 A. Conservation of Energy

(i)	The steps taken or impact on conservation of energy.	Your Company is a service based entity and hence the energy consumption is minimal and also the company has taken all the possible measures to conserve the same.
(ii)	The steps taken by the company for utilizing alternate sources of energy.	Your Company is using energy efficient devices and is planning to use alternative renewable sources of energy.
(iii)	The capital investment on energy conservation equipment.	There are no substantial investments and proposals for reduction in energy at present. The same will be undertaken as and when necessary.

B. Technology Absorption i. The efforts made towards technology absorption -Nil ii. The benefits derived like product improvement, cost reduction, product development or import substitution

- Not Applicable iii. Imported Technology (imported during the last three years reckoned from the beginning of the financial year)-The Company has not imported any technology. iv. The expenditure incurred on Research and Development -The Company has not incurred any expenditure.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange	2024-25 (In Lakhs)	2023-24 (In Lakhs)
Inflows	0	0
Outflows	0	0

MAINTENANCE OF COST ACCOUNTS AND RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT

Maintenance of Cost Accounts and Records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company during the Financial Year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability, confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed; b. that the Directors have 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 at the end of the financial year and of the profit of the company for that period; c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. that the Directors have prepared the annual accounts on a going concern basis; e. that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) of the Listing Regulations, Corporate Governance Report containing the details as required under Schedule (V) (C) of the said Regulations is annexed hereto and forms an integral part of this Report.

DEPOSITORY SYSTEM

The Companys shares are available for trading in both the depository systems viz. National Securities Depository Limited (NSDL) and the Central Depository Services India Limited (CDSL).

As on 31^st March, 2025, a total of 49,49,694 Equity shares of the Company, which forms 98.99% of the Share Capital of the Company, stands dematerialized.

DEVELOPMENT AND IMPLEMENTAION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in this report in Management discussions and Analysis section.

TRANSFER OF DIVIDEND/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund ("IEPF"). Accordingly, an amount of Rs. 53,896 (Rupees Fifty-Three thousand and Eight hundred and Ninety-Six Only) being dividend for the financial year 2016-17 lying unclaimed for a period of 7 years was transferred by the Company during the financial year 2024-25 to the IEPF.

Pursuant to Section 124(6) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), the Company is, also, required to transfer all shares in respect of which dividend has not been claimed for 7 (Seven) consecutive years or more to the IEPF Authority.

Accordingly, 8,011 (Eight Thousand and Eleven) shares relating to financial year 2016-17 have been transferred by the Company during the financial year 2024-25 to the IEPF Authority.

The Members are hereby informed that the 7 Years period for payment of the dividend pertaining to Financial Year 2017-2018 will expire on 04^th November, 2025 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government.

The Due dates for the transfer of Dividends to Investor Education and Protection Fund (IEPF) pertaining to previous financial years are given below:

Table

Sr.No.	Financial Year	Date of Declaration Last Date of Claiming of Dividend Dividend
1	2017-18	29.09.2018 04.11.2025
2	2018-19	30.09.2019 05.11.2026
3	2019-20	No Dividend
4	2020-21	No Dividend
5	2021-22	No Dividend
6	2022-23	No Dividend
7.	2023-24	No Dividend

COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY

The Company does not have the net worth of Rs. 500 Crore or more, or turnover of 1,000 Crore or more, or a net profit of Rs.5 Crore or more during the financial year 2024-25. Hence, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and the Company need not adopt any Corporate Social Responsibility Policy.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the period under review, there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the companys operations in future.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing in shares of the Company, as well as the consequences of violation.

The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website i.e. www.cilsecurities.com.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

LISTING ARRANGEMENTS

The Companys shares are listed on BSE Limited. The Company has paid the annual listing fees for the financial year 2025-26 to the above mentioned Stock Exchange in the prescribed timelines.

THE DETAILS OF APPLICATIONS MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 in respect of the company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF

This clause is not applicable to the Company for the year 2024-25.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full-fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.

Place: Hyderabad	By Order of the Board of Directors of
Date: 26th July, 2025	CIL SECURITIES LMITED
Registered office:	Krishna Kumar Maheshwari	Pramila Maheshwar
214, Raghava Ratna Towers,	Managing Director and CFO	Director
Chirag Ali Lane, Abids,	DIN: 00223241	DIN: 00223430
Hyderabad-500 001