Cil Securities Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the companys 35th Annual Report along with the Audited financial statements, for the financial year ended on 31st March, 2024.

FINANCIAL HIGHLIGHTS

The summary of the Companys financial results for the financial year ended on 31st March, 2024 is furnished below:

(Rs. in Lakhs)

Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue from operation	1,053.39	972.36
Other Income	1.71	4.14
Total Income	1,055.10	976.50
Total Expenses	670.19	657.10
Profit Before Tax	384.91	319.40
Less: Current Tax	95.32	79.38
Current Tax relating to Previous Year	-	(19.34)
Deferred Tax	1.28	(0.22)
Profit After Tax	288.31	259.58
EPS:
Basic	5.76	5.19
Diluted	5.76	5.19

The Companys Profit after Tax for the year is Rs. 288.31 Lakhs compared to Rs. 259.58 Lakhs in the previous year. This represents the improved operational efficiency of the company during the year 2023-24.

DIVIDEND

With a view to conserve the resources of the Company, your Directors do not recommend dividend for the financial year ended on 31st March, 2024.

AMOUNT TRANSFERRED TO RESERVES:

Your Directors proposed to transfer amount of Rs. 28.83 Lakhs to General Reserve for the Financial Year ended on 31st March, 2024. An amount of Rs. 259.48 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.

STATE OF THE COMPANYS AFFAIRS

The Financial Year 2023-24 has proven to be extremely favorable for the financial markets, particularly the equity market segments. This period saw substantial gains across leading indices, with the most prominent index, the NIFTY-50, achieving an impressive 28.6% growth. The NIFTY-50 rose from a close of 17,359.75 in year 2023 to 22,326.90 at the end of this financial year.

In addition to the NIFTY-50, several other indices representing mid-cap, small-cap, micro-cap, and various sectoral and thematic equity baskets outperformed the NIFTY by significant margins. This widespread buoyancy in the secondary markets directly benefitted our company, given our primary business activity as a direct intermediary in this segment. Our performance across most financial parameters has been robust, as detailed in the Profit & Loss Account section of this Annual Report.

Throughout the year, the markets faced numerous challenges, including macroeconomic and geopolitical issues that frequently tested the markets resilience. Despite these challenges, the core economies, particularly those in well-developed regions led by the US, showed solid growth. This growth was driven by emerging technologies in the AI and cloud computing spaces. The job market in the US remained strong, bolstered by new opportunities in the IT sectors technological advancements.

Domestically, our economy maintained strong

momentum, particularly in the infrastructure and real estate sectors, which experienced significant growth, leading to a boom in real economy asset classes. This economic activity was mirrored in our tax collection numbers, with GST collections showing a continuous upward trend and reaching an unprecedented milestone of over two lakh crores in March.

During the financial year 2023-24, our company has earned operational revenue of Rs. 1,053.39 Lakhs and Profit After Tax (PAT) is Rs. 288.31 Lakhs, resulting in an Earnings Per Share (EPS) of Rs. 5.76.

Financial Year 2023-24 has been a year of encouraging performance of the company, driven by favorable market conditions and strategic positioning in the financial market intermediary space.

We look forward for scaling new heights in future too.

BUSINESS OUTLOOK FOR THE YEAR 2024-25

Continuing with the new found buoyancy in the securities dealing businesses, your company is comfortably positioned to achieve a decent growth in the year ahead. With the markets too showing a fresh tendency to overlook the challenges from the Geopolitical equations, from time to time, we have already seen a very encouraging beginning to this new financial year. While the Global Markets continue to present a pretty picture on overall Macro basis, the hard core local issues, have added new dimension of positivity to the Financial Markets and is likely to emerge stronger & throw up humongous opportunities to the Financial Intermediary players like us.

We are all geared up to tap these opportunities & envisage a robust outlook for the Financial year 202425.

MANAGEMENT DISCUSSION & 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, 2024 is Rs. 500 Lakhs. During the Financial Year 2023-24, 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, four 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 25th April, 2023

2. 4th August, 2023

3. 21st October, 2023

4. 27th January, 2024

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR 2023-24

A. RETIREMENT OF DIRECTORS BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Pramila Maheshwari and Mrs. Ashok Kumar Inani, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

B. CHANGE IN KEY MANAGERIAL PERSONNEL AND BOARD OF DIRECTORS:

During the year under review, there was no change in key managerial personnel and composition of the Board of Directors of the company.

However, the Board at its meeting held on 26^th April, 2024 has noted completion of tenure of Mr. Budhi Prakash Toshniwal and Mr. Feroz Russi Bhote as Independent Directors of the Company and has appointed Mr. Om Prakash Jagetiya and Mr. Santosh Kumar Rathi as Additional Directors (category - Independent) of the Company w.e.f. 27^th April, 2024 subject to members approval in the ensuing AGM.

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 (fixed 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.

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 27^th January, 2024 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, reviewed the performance of the NonIndependent 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 2023-24 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, 2024:

a) Mr. Budhi Prakash Toshniwal and

b) Mr. Feroz Russi Bhote AUDITORS

i. Statutory Auditors Report

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.

ii. 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.

iii. Internal Auditors

Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 26^th April, 2024 reappointed M/ s. Niranjan & Narayan, Chartered Accountants (FRN: 005899S) as the Internal Auditors of the Company for the financial year 2024-25.

iv. 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, the Board of Directors at their meeting held on 26^th April, 2024 re-appointed Mr. Govind Toshniwal, Practicing Company Secretary as Secretarial Auditor for the financial year 2024-25.

A) Secretarial Audit Report

The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended 31^st March, 2024 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, 2024 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 2023-24. The particulars of Investments made during the financial year ended 2023-24 is 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 2023-24. 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 normal course of business are periodically placed before the Audit Committee for its approval.

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.

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.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

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

The Company is not required to furnish information under the head Conservation of Energy as required under The Companies (Accounts) Rules, 2014.

The Company uses electric energy for its equipments such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken for economic consumption and to conserve the same. Technologically updated UPS Systems have also been installed for proper service support.

During the financial year 2023-24, there was no expenditure in foreign currency as Foreign Exchange earnings /outgo.

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, 2024, a total of 49,43,694 Equity shares of the Company, which forms 98.87% 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. 53,189 (Rupees Fifty-

Three Thousand One Hundred and Eighty-Nine Only) being dividend for the financial year 2015-16 lying unclaimed for a period of 7 years was transferred by the Company during the financial year 2023-24 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, 7,107 (Seven Thousand One Hundred and Seven) shares relating to financial year 2015-16 have been transferred by the Company during the financial year 2023-24 to the IEPF Authority.

Accordingly, the Members are hereby informed that the 7 Years period for payment of the dividend pertaining to Financial Year 2016-2017 will expire on 3^rd November, 2024 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 Table 1.

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 2023-24. Hence, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is

Table 1

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.

Sr.No.	Financial Year	Date of Declaration of Dividend	Last Date of Claiming Dividend
1	2016-17	28.09.2017	03.11.2024
2	2017-18	29.09.2018	04.11.2025
3	2018-19	30.09.2019	05.01.2026
4	2019-20	No Dividend
5	2020-21	No Dividend
6	2021-22	No Dividend
7	2022-23	No Dividend

CIL SECURITIES LIMITED

LISTING ARRANGEMENTS

The Companys shares are listed on BSE Limited. The Company has paid the annual listing fees for the financial year 2024-25 to the abovementioned 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 2023-24.

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 April, 2024	CIL SECURITIES LMITED
Registered office:	Krishna Kumar Maheshwari	Ashok Kumar Inani
214, Raghava Ratna Towers,	Managing Director	Director-Finance/CFO
Chirag Ali Lane, Abids, Hyderabad-500 001	DIN: 00223241	DIN:00223069

Annexure I

REMUNERATION RATIO OF THE DIRECTOS/KEY MANAGERIAL PERSONNEL

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder:

A. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2023-24:

Sr. No.	Name of the Directors	Designation	Ratio of remuneration of each Director to median remuneration of Employees	Percentage increase (decrease) in remuneration
1	Mr. K. K. Maheshwari	Managing Director	4.81	-0.19
2	Mr. Ashok Kumar Inani	Director-Finance/CFO	3.63	-0.02
3	Mr. Piyush Modi	Non-Executive Director	NA	NA
4	Mrs. Pramila Maheshwari	Non-Executive Director	NA	NA
5	Mr. Budhi Prakash Toshniwal	Independent Director	NA	NA
6	Mr. F. R. Bhote	Independent Director	NA	NA
7	Ms. Purva Singh Thakur	Company Secretary	1.51	1.41

B. The Percentage increase in the median remuneration of employees in the financial year 2023-24 was 5.08%.

C. Number of permanent employees on the rolls of the Company as on 31st March, 2024 are 35.