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Cil Securities Ltd Directors Report

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Oct 13, 2026|04:01:00 PM

Cil Securities Ltd Share Price directors Report

Dear Members,

The Board of Directors are pleased to present the companys 37 th Annual Report along with the Audited financial statements for the Financial Year ended on 31 st March, 2026.

FINANCIAL HIGHLIGHTS

The summary of the Companys financial results for the financial year ended on 31 st March, 2026 is furnished below:

(Rs. in Lakhs)

Particulars Year Ended March 31, 2026 Year Ended March 31, 2025
Revenue from operation 836.10 982.84
Other Income 2.13 1.40
Total Income 838.23 984.24
Total Expenses 615.15 708.36
Profit Before Tax 223.08 275.88
Less:
Current Tax 59.91 76.06
Current Tax relating to Previous Year - -
Deferred Tax (3.71) (6.28)
Profit After Tax 166.88 206.10
EPS:
Basic 3.34 4.12
Diluted 3.34 4.12

The Standalone Financial Statements of the Company for the financial year ended March 31, 2026 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.

The Companys Profit after Tax for the year is Rs. 166.88 Lakhs as compared to Rs. 206.10 Lakhs in the previous year. The decline in performance is mainly due to volatile market conditions during F.Y 2025-26. The year was marked by global economic uncertainty, foreign fund outflow, persistent FII selling, rising global inflation and interest rates and geopolitical tensions, particularly in the Middle East, which led to fluctuations in crude oil prices and impacted investor sentiment, reduced trading volumes, and less participation from retail investors.

Despite these market challenges, the Companys disciplined approach to cost management and operational efficiency allowed us to maintain an EBIT margin of 27.06% and a Net Profit Margin of 19.96%, 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, 2026.

AMOUNT TRANSFERRED TO RESERVES

Your Directors proposed to transfer amount of Rs. 16.69 Lakhs to General Reserve for the Financial Year ended

on 31 st March, 2026. An amount of Rs. 150.19 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

F.Y. 2025-26 witnessed a mixed market environment. During the first three quarters, Indian equity markets remained resilient, supported by strong corporate earnings, healthy economic growth, and sustained domestic investor participation. This momentum propelled the Nifty 50 Index to a record high of 26,373 in January 2026, while Indias GDP growth strengthened to 7.7%.

Market sentiment weakened in the final quarter due to escalating geopolitical tensions, global trade uncertainties, and disruptions to key shipping routes in West Asia. These factors drove crude oil prices higher, increased market volatility, and triggered significant foreign institutional selling. Consequently, the Nifty 50 corrected and closed the year at 22,820, while the Indian Rupee came under depreciation pressure against the US Dollar.

Despite foreign portfolio outflows, domestic investors continued to support the markets. Strong participation by Domestic Institutional Investors (DIIs), record SIP inflows, and growing mutual fund investments helped absorb selling pressure and provided stability to the capital markets.

BUSINESS OUTLOOK FOR THE YEAR 2026-27.

Global markets are expected to remain influenced by geopolitical developments, trade policies, energy prices, and monetary policy decisions across major economies, resulting in periods of volatility.

However, India is expected to remain among the fastest-growing major economies, supported by strong domestic consumption, continued infrastructure spending, expanding manufacturing capabilities, and ongoing structural reforms.

Corporate earnings are likely to be the key driver of market performance, with investors focusing on companies that demonstrate strong profitability, sound balance sheets, efficient capital allocation, and sustainable competitive advantages. Continued domestic institutional and retail participation, supported by steady SIP inflows and increasing financial awareness, is expected to provide stability to the markets.

While short-term volatility may persist, Indias longterm growth prospects remain favourable, creating opportunities for businesses capable of delivering sustainable earnings growth and long-term value.

CONCLUDING REMARKS

Despite global uncertainties, Indias economic fundamentals remain strong and its capital markets continue to demonstrate resilience. Growing domestic investor participation has strengthened market stability and reduced dependence on foreign capital flows.

As F.Y. 2026-27 unfolds, disciplined capital allocation, sound governance, and a focus on fundamentally strong businesses will remain critical for long-term value creation. Supported by favourable demographics, ongoing reforms, infrastructure development, and rising domestic consumption, India remains well- positioned for sustained economic growth and wealth creation. We remain optimistic about Indias long-term prospects and committed to pursuing growth opportunities while maintaining a prudent and disciplined approach to value creation.

STATE OF THE COMPANYS AFFAIRS

During the financial year 2025-26, the Company reported revenue from operations of Rs. 836.10 lakhs, a decline of 14.93% from Rs. 982.84 lakhs in FY 202425. EBIT stood at Rs. 226.23 lakhs (PY: Rs.290.85 lakhs), and EBT was Rs 223.08 lakhs (PY: Rs.275.88 lakhs). Net Profit declined by 19.03% to Rs. 166.88 lakhs in FY 202526 as compared to Rs. 206.10 lakhs in FY 2024-25.

Financial Year 2025-26 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, 2026 is Rs. 500 Lakhs. During the Financial Year 2025-26, 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:

Sr. No. Date of Meeting
1. 29/04/2025
2. 26/07/2025
3. 03/11/2025
4. 11/02/2026

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR 2025-26.

A. RETIREMENT OF DIRECTORS BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Piyush Modi retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

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. Ms. N. Vaishnavi resigned from the position of Company Secretary of the Company with effect from 03 rd , November 2025.

2. Ms. Anjali Sahal was appointed as the Company Secretary of the Company with effect from 04 th , November 2025.

3. Mr. Krishna Kumar Maheshwari ceased to be the Chief Financial Officer of the Company with effect from 26 th , July 2025.

4. Mr. Vinod Kumar Sabavath was appointed as the Chief Financial Officer of the Company with effect from 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 (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.

CRITERIA FOR MAKING PAYMENT TO THE DIRECTORS

i. SITTING FEES

Non-Executive Direct ors (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 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 14 th March, 2026, 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 2025-26 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, 2026:

a) Mr. Om Prakash Jagetiya;

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.

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. RamkishoreJhawar 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 09 th May, 2026 reappointed M/s. Niranjan & Narayan, Chartered Accountants (FRN: 005899S) as the Internal Auditors of the Company for the financial year 2026-27.

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, 201 4, 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, 2026 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, 2026 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. GovindToshniwal, 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 2025-26. The particulars of Investments made during the financial year ended 2025-26 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 2025-26. 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 2025-26.

S.No. Particulars Details
1. Number of complaints of sexual harassment received in the year; NIL
2. Number of complaints disposed off during the year; and NIL
3. 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 st , 2026.

Male Employees: 26 Female Employees: 12 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 2025-26 (In Lakhs) 2024-25 (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, 2026, a total of 49,53,294 Equity shares of the Company, which forms 99.06% of the Share Capital of the Company, stands dematerialized.

DEVELOPMENT AND IMPLEMENTATION 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 (I EPF). Accordingly, an amount of Rs. 38,902.50 (Rupees Thirty Eight Thousand Nine Hundred and Two Rupees Only) being dividend for the financial year 2017-18 lying unclaimed for a period of 7 years was transferred by the Company during the financial year 2025-26 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, 7,004 (Seven Thousand and Four) shares relating to financial year 2017-18 have been transferred

by the Company during the financial year 2025-26 to the IEPF Authority.

The Members are hereby informed that the 7 Years period for payment of the dividend pertaining to Financial Year 2018-2019 will expire on 05 th November, 2026 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. (Refer Table below)

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 2025-26. 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 2026-27 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.

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

Sr.No. Financial Year Date of Declaration of Dividend Last Date of Claiming Dividend
1 2018-19 30.09.2019 05.11.2026
2. 2019-20 No Dividend
3. 2020-21 No Dividend
4. 2021-22 No Dividend
5. 2022-23 No Dividend
6. 2023-24 No Dividend
7. 2024-25 No Dividend

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 2025-26.

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: 10 th August, 2026 CIL SECURITIES LIMITED
Registered office: Krishna Kumar Maheshwari Pramila Maheshwari
214, Raghava Ratna Towers, Managing Director Director
Chirag Ali Lane, Abids, DIN:00223241 DIN:00223430
Hyderabad-500 001

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