CMI Ltd Directors Report

To the Members, CMI Limited

THE Hon ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) vide its order dated July 28, 2023 ( " Order " ), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ( " Financial Creditor " ) under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ( " the Code " ) and accordingly the corporate insolvency resolution process ( " CIRP " ) has commenced of the Company, CMI Limited ( " Company " ) with effect from July 28, 2023.

Furthermore, the Hon ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) has also approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional ("IRP")/Resolution Professional (RP) to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Although the power of the board is suspended as per above regulations all the current directors including Managing Directors/promoters are duty bound to cooperate with Resolution Professional in managing the affairs of the Company and help RP in his endeavor of running the Corporate Debtor as going concern.

Mr. Deepak Maini in his capacity as IRP / RP took control and custody of the management and operation of the company from July 28, 2023. Consequently, all actions that are deemed to be taken by Board of Directors have been given effect by the IRP/RP during the continuance of the CIRP as per the provisions of the IBC. The report attached is for the purpose of compliance and discharging the duties under the CIRP.

The Board/Resolution Professional present the Fifty Eighth Board s Report of the CMI Limited " (the Company " ), along with the financial statements for the financial year ended 31 st March, 2025.

?‚? FINANCIAL SUMMARY

The financial summary and performance highlights of the Company, for the financial year 2024-25 are provided below:

(Amount Rs. in Lakhs)

Particulars	Financial year
	2024- 25	2023- 24
Total revenue	5,807.70	2,975.44
Less: Total Expenditure excluding Depreciation	6,116.72	3,136.43
Profit before Depreciation and Tax	- 309.02	(160.99)
Less: Depreciation	794.73	844.58
Add: Exceptional items	-	-
Profit Before Tax	(1,103.15)	(1,005.57)
Less: Current Tax	-	-
Deferred Tax	-	173.01
Net Profit after Tax	(1,103.15)	(832.56)

Previous years figures have been regrouped / rearranged wherever considered necessary.

?‚? FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year under review, your Company s revenue from operations was Rs. 5,807.70 Lakhs. Further, in the Financial Year ended 31 st March, 2025, the Profit/(Loss) before tax (PBT) was Rs. (1,103.15) Lakhs as against Rs. (1,005.57) Lakhs in the previous year and Profit/(Loss) after tax (PAT) was Rs. (1,103.15) Lakhs against Rs. (832.56) Lakhs in the previous financial year.

?‚? MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AND DETAILS OF SIGNIFICANT AND MATERIAL GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE

The Hon ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) vide its order dated July 28, 2023 ( " Order " ), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ( " Financial Creditor " ) under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ( " the Code " ) and accordingly the corporate insolvency resolution process ( " CIRP " ) has commenced of the Company, CMI Limited ( " Company " ) with effect from July 28, 2023.

Furthermore, the Hon ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) has also approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional

("IRP")/Resolution Professional (RP) to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

?‚? SHARE CAPITAL

As on 31 st March, 2025, Authorised share capital of the Company is Rs. 175,00,00,000/-(One Hundred and Seventy Five Crores) and Paid up share Capital of the Company is Rs. 16,02,74,570/- (Rupees Sixteen Crores Two lakhs Seventy Four Thousand Five hundred and Seventy Only) divided into 1,60,27,457 (One Crore Sixty Lakh Twenty Seven Thousand Four Hundred Fifty Seven) equity shares of Rs. 10/- (Rupees Ten) each.

?‚? CREDIT RATING

For the Financial Year 2024-25, no credit ratings have been obtained from the Rating Agencies.

?‚? DIVIDEND AND RESERVES/OTHER EQUITY

In view of the financial performance and losses during the year under review, the Board of Directors has not recommended any dividend for the financial year under review. As the Company has incurred losses during the year, other equity of the Company as on 31 st March, 2025 stands at Rs (16,247.28) lakhs.

?‚? PUBLIC DEPOSITS

The Company has not accepted or renewed any fixed deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder. Therefore, it is not required to furnish information in respect of outstanding deposits under non- banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

?‚? SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31 st March, 2025, the Company do not have any Associate or Subsidiary Company. Therefore, disclosure in Form AOC-1 in terms of Section 129(3) of the Act is not required.

?‚? INTERNAL FINANCIAL CONTROLS

The Board/RP believes that based on the knowledge/ information gained by them about affairs of the Company from records, the Company has effective internal financial control systems and policies and such controls are operating effectively.

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded; and all transactions entered into by company are authorized, recorded and reported properly.

The Resolution Professional is in the process reviewing the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the company under the supervision of RP.

Pursuant to provisions of Section 138 and other applicable provisions, if any, read with rule 13 of the Companies (Accounts) Rules ,2014, of the Companies Act,2013, RP in their meeting held on 8 th May, 2025, upon approval of the COC, appointed M/s. K Naveen & Co. as the Internal Auditor of the Company to conduct internal audit of the records of the Company for the financial year ended on 31 st March, 2025, 31 st March, 2026 and 31 st March, 2027 at a remuneration to be fixed by the RP and COC.

The appointment of Statutory Auditor for the FY2024-25 and FY 2025-26 was presented to the Committee of Creditors (CoC) for approval by the Resolution Professional. M/s. Bagchi & Gupta, Chartered Accountants, Firm Registration No. 126940W was appointed as the statutory auditor of the Company for the year ended 31st March, 2025 and 31st March, 2026 upon approval of Resolution Professional and Committee of Creditors subject to the ratification by Shareholders in ensuing AGM.

?‚? DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31 st March, 2025, the Company has 4 Directors with an Executive Chairman, which includes 1 Executive Directors, 1 Non-executive Independent Directors and 2 Non-executive Non-Independent Director.

Change in Directorship:

During the year under review, following are the changes in the composition of Board of Directors of the Company:

S. No.	Name of Director	DIN	Designation	Date of Appointment	Date of Cessation
1	Mr. Amit Jain	00041300	Chairman Cum Managing Director	01-10- 2002	-
2	Mr. Pyare Lal Khanna	02237272	Non-Executive Non- Independent Director	30-12- 2020	-
4	Mr. Kunal Singhal	08140142	Non-Executive Non- Independent Director	31-03- 2020	-
5	Mr. Servagaya Jain*	00862686	Non- Executive Independent Director	26-08- 2020	-

*Mr. Servagaya Jain, Independent Director resigned from the directorship of the Company

w.e.f. 18 th August, 2025.

Upon initiation of the Corporate Insolvency Resolution Process (CIRP), no independent meeting of the Directors has been convened, as the powers of the Board stand suspended in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. Consequently, all functions and responsibilities of the Board are being exercised by the Resolution Professional, leaving no scope or requirement for the Directors to hold independent meetings during the CIRP period.

None of the Directors are disqualified under the provisions of the Companies Act, 2013.

Key Managerial Personnel

During the year under review, in terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company were as under: -

?‚? Mr. Amit Jain - Chairman cum Managing Director

?‚? Ms. Tanya - Company Secretary

Changes in Key Managerial Personnel

During the year under review, there is no change in the Key Managerial Personnel (KMP) of the Company in terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013.

?‚? DIRECTOR S RESPONSIBILITY STATEMENT

Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013 with respect to the Director s Responsibility Statement, it is here by confirmed that:

?‚? In the preparation of the Annual Accounts for the year ended 31st March, 2025 the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and no material departures have been made from the same;

?‚? Appropriate Accounting Policies have been selected and applied consistently and have 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 31st March, 2025 and of the profit of the Company for that year ended on that date except to the extent mentioned in notes to accounts;

?‚? Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

?‚? The Annual Accounts have been prepared on a going concern basis subject to the remarks of the Statutory Auditor.

?‚? The internal financial controls to be followed by the Company had been laid down and that such internal financial controls are adequate and were operating effectively;

?‚? The proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

?‚? BOARD PERFORMANCE EVALUATION

The Company had devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors prior to CIRP.

However, the powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Deepak Maini in his capacity as IRP / RP took control and custody of the management and operation of the company from July 28, 2023. Consequently, all actions that are deemed to be taken by Board of Directors have been given effect by the IRP/RP during the continuance of the CIRP as per the provisions of the IBC. The report attached is for the purpose of compliance and discharging the duties under the CIRP, as governed by the Code.

?‚? NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, no Board Meetings were convened, as the Company was undergoing the Corporate Insolvency Resolution Process (CIRP). In accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors stood suspended from the commencement of CIRP. Consequently, all strategic, operational, and decision-making functions of the Board, along with the management of the affairs of the Company, were vested exclusively in the Resolution Professional.

Further, pursuant to Sections 17 and 23 of the Insolvency and Bankruptcy Code, 2016, read with Regulations 15(2A) and 15(2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Resolution Professional exercised all powers and responsibilities of the Board during the CIRP period. As a result, there was no scope or requirement for the Directors to hold any meetings during this period.

?‚? COMMITTEES OF THE BOARD

The Suspended Board of Directors had the following Committees:

?‚? Audit Committee

?‚? Nomination and Remuneration Committee

?‚? Stakeholders Relationship Committee

?‚? Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

?‚? STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

?‚? NOMINATION AND REMUNERATION POLICY

The Board of Directors framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company prior to initiation of CIRP.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at - 2021.pdf .

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

?‚? VIGIL MECHANISM Cum WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism Cum Whistle Blower Policy, framed by Board of the Company prior to initiation of CIRP, to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. No employee has been denied to have access to the Chairman of the Audit Committee/Management/Resolution Professional.

The same has also been displayed on the website of the Company viz: - .

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

?‚? RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm s length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted by the Board of Directors in the Related Party Transactions Policy of the Company. All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Resolution Professional, if required, for approval. Transactions entered into pursuant to omnibus approval are verified and details of all Related Party Transactions are placed before the Resolution Professional.

The Policy on Related Party Transactions as approved by the Board of Directors, prior to initiation of CIRP, has been uploaded on the website of the Company and can be seen at the link - 2021.pdf . None of the Directors has any pecuniary relationship or transactions vis- ?  -vis the Company except transactions approved by Resolution Professional.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

?‚? CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company had formed Corporate Social Responsibility ( " CSR") Committee, prior to initiation of CIRP. Details of CSR Committee along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report. The policy on CSR as approved by the erstwhile Board of Directors is also uploaded on the website of the Company i.e. .

Pursuant to Section 135 of the Companies Act, 2013 read with CSR policy of the Company, it is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, have been annexed as Annexure -1 and forms integral part of this Report.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

?‚? AUDITORS

?‚? Statutory Auditor and Auditor s Report

M/s. Bagchi & Gupta, Chartered Accountants, Firm Registration No. 126940W, was appointed as the Statutory Auditors of the Company by the Resolution Professional upon approval of Committee of Creditors for the financial year ending 31 st March, 2025 and 31 st March, 2026 and the same was placed before the shareholders for ratification in ensuing AGM.

There is no audit qualification, reservation or adverse remark for the year under review except as mentioned below:

?‚? The Company is under corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (IBC).

Reply: The Hon ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) vide its order dated July 28, 2023 ( " Order " ), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ( " Financial Creditor " ) under Section 7 of the Insolvency and Bankruptcy Code, 2016 ( " the Code " ), read with rules and regulations framed thereunder for an alleged amount of default of Rs. 164.86 Crore and accordingly the corporate insolvency resolution process ( " CIRP " ) of the Company, CMI Limited ( " Company " ) has commenced with effect from July 28, 2023.

Furthermore, the Hon ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) has also approved the appointment of Mr. Deepak Maini as the Resolution Professional ("RP") to conduct the CIRP of the Company under section 16 of the Insolvency and Bankruptcy Code 2016.

Furthermore, no Resolution Plan has been approved by the Committee of Creditors and relatedly an application for seeking liquidation of the company is pending for consideration before Hon ble Adjudicating Authority.

?‚? Going Concern Concept: The accumulated losses of the Company as at 31st March 2025 amount to Rs. 16,247.28 lakhs as against the paid-up share capital of Rs.1,602.74 lakhs, resulting in complete erosion of the net worth. The Company has been incurring continuous losses for the past several years, creating material uncertainty regarding its ability to continue as a going concern.

Reply: The auditor have opined upon the going concern nature of the company due to consistent losses being incurred since the inception of Covid-19 due to the resultant market disruptions, minimal operations in the factory and risk carried by the company due to non-execution of orders by the company after Covid-19. The company could not honor its financial commitment towards its lenders.

Pursuant whereof, one of the lender s, filed an application against the company under section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ( " the Code " ) which has since been admitted by Hon ble NCLT, New Delhi vide its order dated 28.07.2023. However, the business segment carries potential and the company can be revived in future. During the course of CIRP, the company is operating on some job work arrangement and has been meeting its liabilities incurred during CIRP period. Furthermore, no Resolution Plan has been approved by the Committee of Creditors and relatedly an application for seeking liquidation of the company is pending for consideration before Hon ble Adjudicating Authority.

?‚? The Company has not identified, measured, and disclosed employee benefits such as gratuity and leave encashment as required under Ind AS 19.

Reply: The ascertainment of actuarial liability as required under Ind AS 19 involves significant cost, which the Company is unable to bear given its current status of undergoing the Corporate Insolvency Resolution Process (CIRP). The Hon ble National Company Law Tribunal, Delhi Bench ( " NCLT " ), vide its order dated July 28, 2023, pronounced on August 01, 2023 ( " Order " ), admitted the application filed by Canara Bank ( " Financial Creditor " ) under Section 7 of the Insolvency and Bankruptcy Code, 2016, along with the applicable rules and regulations framed thereunder ( " the Code " ). However, pursuant to Public Announcement for calling of claims from stakeholders the relevant claims received from employees in this regard have been considered by the Company in accordance with the provisions of the Code and verified by the Resolution Professional.

?‚? A comprehensive fixed asset register has not been maintained, and no physical verification report is available; accordingly, property, plant and equipment (PPE) are carried at book values brought forward from earlier years in accordance with the previous accounting records, and we are unable to verify their existence, ownership, and valuation as required under Ind AS 16 - Property, Plant and Equipment.

Reply After the initiation of the CIRP, the assets of the company are under custody & control of the RP which has been valued after physical verification by the IBBI registered valuers for the purpose of CIRP. No further changes have been made in the fixed asset register.

?‚? Information regarding lease arrangements, if any, has not been disclosed as required under Ind AS 116.

Reply- The Company has not entered into any new lease arrangements during the CIRP period without obtaining the approval of the Committee of Creditors.

?‚? Non-disclosure of certain information and notes required under Ind AS 13 (Investments) and Ind AS 107 (Financial Instruments - Disclosures).

Reply- Relevant details as per the records available as on 28.07.2023 have been provided.

?‚? External confirmations for loan accounts, bank accounts and investments have not been obtained, and the balances are subject to reconciliation.

Reply- Confirmation of loan account, bank account and investments not available and account balance subject to reconciliation as the company is under CIRP. However, pursuant to Public Announcement for calling of claims from stakeholders the relevant claims received from creditors in this regard have been considered by the Company in accordance with the provisions of the Code and verified by the Resolution Professional.

?‚? Confirmations for trade receivables and trade payables have not been provided by the Company. Likewise, confirmations and supporting details for advances to suppliers and advances from customers are not available. Therefore, their genuineness, recoverability, and accuracy cannot be verified.

Reply- Balances of trade receivables and trade payables are subject to confirmation and any recovery from them could not be ascertained due to constraints of CIRP. However, pursuant to Public Announcement for calling of claims from stakeholders the relevant claims received from creditors in this regard have been considered by the Company in accordance with the provisions of the Code and verified by the Resolution Professional.

?‚? Quantitative details and confirmations of inventories are not available. Consequently, existence and valuation could not be independently verified and have been taken at book values from previous years.

Reply- The records have been maintained and provided to the extent practicably possible, considering the nature of the products and the scale of operations as the Company is undergoing CIRP.

?‚? Cash balances and confirmations of cash equivalents have not been provided for verification.

Reply- The details and supporting documents relating to cash balances and cash equivalents have been provided to the extent available during the tenure of the Corporate Insolvency Resolution Process (CIRP). No additional records or

confirmations are available beyond those maintained and handed over during the CIRP period.

?‚? These are subject to confirmation, and the extent of recoverability from current assets has not been ascertained.

Reply- Valuations of current assets as on CIRP commencement date have been done IBBI approved Registered Valuers. The status of the current assets is available to the Resolution Applicants to give their values in the resolution plans submitted by them.

?‚? Details of pending litigations and potential liabilities with the Income Tax, TDS, and GST Departments are incomplete. Consequently, the financial impact of such matters could not be ascertained.

Reply: To the best of our knowledge, all the compliance to the applicable laws have been made during the CIRP process. However, pursuant to Public Announcement for calling of claims from stakeholders the relevant claims received from statutory authorities in this regard have been considered by the Company in accordance with the provisions of the Code and verified by the Resolution Professional.

?‚? The Company has not provided adequate documentary evidence for purchases of raw materials, and hence the genuineness and completeness of such transactions could not be verified.

Reply- The details and documents relating to purchases of raw materials have been provided to the extent available during the CIRP period. Further, an independent valuation of the Company s assets has already been conducted by the valuers appointed in accordance with the provisions of the Insolvency and Bankruptcy Board of India (IBBI) regulations, and the same has been duly considered during the CIRP process.

?‚? Supporting evidence for sales transactions has not been furnished. Therefore, the occurrence and completeness of revenue could not be confirmed.

Reply- The details and supporting records for sales transactions have been provided to the extent available during the Corporate Insolvency Resolution Process (CIRP). The Resolution Professional has relied on the books of accounts and information maintained by the Company.

?‚? Details and supporting documents for salaries, wages, and other employee-related benefits are not available for verification. Further, expenses relating to workmen and staff welfare could not be verified in the absence of adequate supporting documentation.

Reply- The details and supporting documents for salaries, wages, and other employee-related benefits have been provided to the extent available during the

Corporate Insolvency Resolution Process (CIRP). Further, expenses relating to workmen and staff welfare have been reviewed and verified by the Internal Auditor appointed during the CIRP period, based on the records and information accessible at that time.

?‚? Secretarial Auditor and secretarial Auditor Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional (RP) had proposed and duly approved the appointment of a Secretarial Auditor for the financial year. However, despite the formal appointment, the Secretarial Audit could not be undertaken. This was primarily due to the Company s severe financial constraints during the Corporate Insolvency Resolution Process (CIRP), which rendered it unable to allocate the necessary funds required for conducting the audit. Consequently, the Secretarial Auditor was not in a position to commence the audit work.

The Secretarial Audit Report for FY 2024-25 in Form MR-3 is not annexed herewith .

?‚? Cost Auditor

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a cost accountant. Cost records are made and maintained by the Company as required under Section 148(1) of the Act. The Resolution Professional along with Committee of Creditors at its meeting held 05 th April, 2025 appointed M/s Rahul Anand & Associates, Cost Accountant, Cost Auditors to conduct the Cost Audit for the Financial Year FY 2023-24, FY2024-25 and FY2025-26.

For the financial year ending 31 st March, 2025, the Resolution professional of the Company has upon approval of Committee of creditors , approved the appointment of M/s Rahul Anand & Associates, Cost Accountant as the cost auditors of the Company. M/s Rahul Anand & Associates, Cost Accountant have vast experience in the field of cost audit.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors as approved by Committee of creditors has to be ratified by the members of the Company.

The Cost Auditor s Report for the financial year ended 31 st March, 2025 could not be completed due to the delay in the statutory audit for the same financial year.

?‚? OTHER INFORMATION

?‚? Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government.

The Statutory Auditors, Secretarial Auditors, Cost Auditors or Internal Auditors of the Company have not reported any frauds to the Resolution Professional under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

?‚? Stock Options Scheme

The Company does not have any Scheme of Stock Option for its employees, Directors etc.

?‚? Disclosure under Section 43(a)(iii) and Section 54(1) (d) of the Companies Act, 2013

During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as required under Section 43(a)(iii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be disclosed.

?‚? Risk Management

The Resolution Professional is continuingly reviewing the Risk management framework of the Company. The Company regularly put in place a suitable enterprise risk management framework for identifying and evaluating risks and opportunities that may have bearing on the organization. The Company recognizes that these risks need to be managed and mitigated to protect the shareholders and other stakeholder s interest.

?‚? Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

In accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure - 2 hereto and forms an integral part of this Report.

?‚? Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details of the employees as required under Section 197(12) of the Companies Act 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure -3.

?‚? Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at 31 st March, 2025 on its website at . By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board s report.

?‚? Management Discussion & Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as " Listing Regulations " ) is provided in a separate section and forms an integral part of the Annual Report.

?‚? Particulars of Loans, Guarantees or Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no 9, 10 & 11 to the Financial Statements.

?‚? Corporate Governance Report

The Company has complied with requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on the Corporate Governance practices followed by the Company is given as an Annexure-4 to this report.

?‚? Cost Records

As per the requirement of Central Government and pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, audit of cost records of the Company is not being carried out for the financial year ended 31 st March, 2025.

For the financial year ending 31 st March, 2024, the Resolution professional of the Company has upon approval of Committee of creditors in March 2025 in 29 th meeting of Commiittee of Creditors , approved the appointment of M/s Rahul Anand & Associates, Cost Accountant as the cost auditors of the Company. M/s Rahul Anand & Associates, Cost Accountant have vast experience in the field of cost audit.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors as approved by Committee of creditors has to be ratified by the members of the Company.

The Cost Auditor s Report for the financial year ended 31 st March, 2025 could not be completed due to the delay in the statutory audit for the same financial year.

?‚? Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

The Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender Protection, and Prevention of Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, Apprenticeship) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year under review-

?‚? No. of complaints received: Nil

?‚? No. of complaints disposed of: NA

?‚? No. of Complaints at the end: NIL

?‚? Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

?‚? CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis section may be forward- looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Resolution Professional envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking Statement that involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Companys financial statements and notes on accounts.

?‚? OTHER DISCLOSURES

?‚? During the financial year 2024-25, the Company has not made any application.

THE Hon ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) vide its order dated July 28, 2023 ( " Order " ), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ( " Financial Creditor " ) under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ( " the Code " ) and accordingly the corporate insolvency resolution process ( " CIRP " ) has commenced of the Company, CMI Limited ( " Company " ) with effect from July 28, 2023. Furthermore, the Hon ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) has also approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional ("IRP")/Resolution Professional ( " RP " ) to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

?‚? There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

?‚? The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

?‚? ACKNOWLEDGEMENT

The Resolution Professional, wish to place on record their gratitude to the Authorities, Banks, Business Associates and Shareholders for their unstinted support, assistance and co- operation. The Resolution Professional place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

New Delhi

Date: 27.11.2025

Powers of the board are suspended from the Insolvency

Commencement Date Taken on record by Deepak Maini Resolution Professional

CMI Limited (Reg. No. IBBI/IPA-001/IP-P00676/2017- 2018/11149)