Corporate Merchant Bankers Ltd Directors Report

Total revenue for Financial Year 202425 is Rs. 366.96 Lakhs compared to the total revenue of Rs. 9.70 Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial Year 202425 of Rs. 288.57 Lakhs as compared to Loss before tax of Rs. (22.61) Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 202425 is Rs. 216.27 Lakhs as against Net Loss after tax of Rs. (22.61) Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

During the Financial Year 202425, there was no change in the nature of business of the Company.

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 202425 (Previous year Nil).

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 7,00,00,000/ (Rupees Seven Crores Only) divided into 7,00,00,000 (Seven Crores) Equity Shares of Rs. 1.00/ (Rupee One Only)

On 9^th June 2025, with the approval of the Shareholders of the Company be and is hereby accorded for alter and increase the Authorized Share Capital of the Company from existing Rs. 7,00,00,000/ (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10/ (Rupees Ten) each to Rs 95,00,00,000/ (Rupees Ninety five Crores Only) divided into 9,50,00,000 (Nine Crores fifty lakhs) Equity Shares of Rs. 10/ (Rupees Ten) each.

The Paidup share capital of the Company as on 31^st March, 2025 is Rs. 3,30,00,000/ (Rupees Three Crores Thirty Lakhs Only) divided into 3,30,00,000 (Three Crores Thirty Lakhs) Equity Shares of Re. 1.00/ (Rupee One Only).

1. On 9^th June 2025, with the approval of the Members of the Company be and is hereby accorded to, issue, , on a preferential basis, up to 5,07,75,761 (Five Crores Seven Lakhs Seventyfive Thousand Seven Hundred SixtyOne)) Equity Shares of face value of t10/ (Rupees Ten) fully paid up, to persons belonging to Non Promoter Group, towards conversion of outstanding unsecured loan into equity shares to the extent of t81,64,74,310/ (Rupees EightyOne Crores SixtyFour Lakhs SeventyFour Thousand Three Hundred Ten Only) or at an issue price of t 16.08 / (Rupees Sixteen and Paise Eight Only) per equity share

2. On 9^th June 2025, with the approval of the Members of the Company be and is hereby accorded to, issue, , on a preferential basis, up to 93,28,358 (Ninety three lakhs twenty eight thousand Three hundred fifty eight) Equity Shares at a price of Rupees 16.08/ (Rupees Sixteen eight paise Only) each, aggregating up to Rs. 15,00,00,000/ (Rupees Fifteen Crores Only) to the entities of nonpromoter category

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss account of the Company under Reserves and Surplus.

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at www.cmbl.co.in

The Board of Directors of the Company, at its meeting held on Friday, 24^th May, 2024 considered and approved the changed of the Companys registered Office from UG24, Vishwadeep Tower, District Centre, Janak Puri, West Delhi, New Delhi, Delhi, India, 110058 to A19, Ground Floor, FIEEE Complex, Suite # 1257, Okhla Industrial Area Phase2, New Delhi 110020 i.e. within the local limits of city, w.e.f. 24^th May, 2024.

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 6 (Six) times viz. 24^th May 2024,15^th July 2024, 12^th August 2024, 18^th October 2024, 14^th November 2024 and 10^th February 2025.

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable accounting standards have been followed and there are no material departure from the same;

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

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

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

The provisions of section 135 of the Companies Act, 2013 is not applicable to Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per "Annexure 1".

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had oneonone meetings with each Independent Director and the Chairman of NRC had oneonone meetings with each Executive and NonExecutive, NonIndependent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of NonIndependent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For NonExecutive & Independent Directors:

b) For Executive Directors:

The Directors expressed their satisfaction with the evaluation process.

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

During the year under review, Company has not entered in any Related Party Transactions.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company

with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 202425;

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company

has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 202425.

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS18 which is forming the part of the notes to financial statement.

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

1. Mr. Niravkumar Chandreshkumar Parikh has been resigned from the post of Managing Director and Chief Financial Officer of the company w.e.f. 18^th October 2024

2. Ms. Sunitha Thumu has resigned from the post of NonExecutive and Independent Director of the company w.e.f. 15^th July 2024

3. Mr. Subramanyam Bommireddy Gari has been resigned from the post of NonExecutive NonIndependent Director of the company w.e.f. 2^nd July 2025

4. Ms. Sukanya Pittala has resigned from the post of Executive Director of the company w.e.f. 15^th July 2024.

5. Mr. Manoj Purushottam Rasania has been appointed as Managing Director and Chief Financial Officer of the company w.e.f. 18^th October 2024 and has been resigned from the post of Managing Director and Chief Financial Officer of the company w.e.f. 2^nd May 2025

6. Mr. Vishal Jethabhai Nayak has been appointed as Managing Director of the company w.e.f. 11^th April 2025

7. Mr. Vishal Jethabhai Nayak has been appointed as Managing Director of the compay w.e.f. 11^th April 2025

8. Mr. Manoj Purushottam Rasania

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 202425 and till the date of Boards Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

Ms. Saloni Mehra, Ms. Renu Kaur and Mr. Amit Bajaj Independent Directors of the Company has confirmed to the Board that he meets the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and he qualifies to be an Independent Director. He has also confirmed that he meets the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, quarterly compliance report on requirement Corporate Governance is not applicable to the Company.

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

M/s. J Singh & Associates, Chartered Accountants, Ahmedabad, were appointed as the Statutory Auditors of the Company. The Auditors report for the Financial Year ended 31st March, 2025 has been issued with a qualified opinion by the Statutory Auditors

The Auditors have also furnished a declaration confirming their independence as well as their arms length relationship with your Company as well as declaring that they have not taken up any prohibited nonaudit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.

The Auditors report for the Financial Year ended 31^st March, 2025 has been issued with an unmodified opinion, by the Statutory Auditor.

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Monika Shekhawat, Proprietor of M/s Shekhawat & Associates, Company Secretaries, Ahmedabad (FRN: S2024GJ963300) as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 202425.

The Secretarial Audit Report for the Financial Year 202425 is annexed herewith as "Annexure II" in Form MR3.

The report of the Secretarial auditor has not made any adverse remark in their Audit Report

The Board of directors has appointed Mr. Bharat Mundra, Proprietor of M/s. B M Mundra & Co., Chartered Accountant, Ahmedabad as the internal auditor of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 24^th May 2024, 12^th August 2024, 14^th November, 2025 and 10^th February 2025the attendance records of the members of the Committee are as follows:

1. Ms. Sukanya Pittala has been resigned from the post of Chairperson of Audit Committee w.e.f. 15^th July 2024

2. Mrs. Sunitha Thumu has been resigned from the post member of Audit Committee w.e.f. 15^th July 2024

3. Mr. Subramanyam Bommireddy Gari has been resigned from the post of Member of Audit Committee w.e.f. 2^nd July 2025

4. Mrs. Renu Kaur has been appointed as Chairperson of Audit committee w.e.f. 15th July 2024

5. Mr. Amit Bajaj has been appointed as member of Audit Committee w.e.f. 15th July 2024.

6. Mr. Manoj Purushottam Rasania has been appointed as member of Audit Committee w.e.f. 2^nd July 2025 and has been resigned . as member of Audit Committee w.e.f. 11^th April, 2025

7. Mr. Vishal Jethabhai Nayak has been appointed as Member of Audit Committee w.e.f. 11^th April, 2025

During the year all the recommendations made by the Audit Committee were accepted by the Board.

2024

During the year under review, meetings of members of Nomination and Remuneration committee as tabulated below, was held on 15^th July 2024 and 18^th October 2024the attendance records of the members of the Committee are as follows:

1. Ms. Sukanya Pittala has been resigned from the post of Chairperson of Nomination and Remuneration Committee w.e.f. 15^th July 2024

2. Mrs. Sunitha Thumu has been resigned from the post member of Nomination and Remuneration Committee w.e.f. 15^th July 2024

3. Mr. Subramanyam Bommireddy Gari has been resigned from the post of Member of Nomination and Remuneration Committee w.e.f. 2^nd July 2025

4. Mrs. Saloni Mehra has been appointed as Chairperson of Nomination and Remuneration Committee w.ef. 15^th July 2024

5. Mrs. Renu Kaur has been appointed as Member of Nomination and Remuneration Committee w.e.f. 15^th July 2024

6. Mr. Amit Bajaj has been appointed as member of Nomination and Remuneration Committee w.e.f. 2^nd July 2025.

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. Number of complaints filed during the financial year NIL

b. Number of complaints disposed of during the financial year NIL

c. Number of complaints pending as on end of the financial year NIL

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

During the year under review, there were no application made or any proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a highperformance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys

Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.cmbl.co.in

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Monday, 20^th January, 2025, the performances of Executive and NonExecutive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

A19, Ground Floor, Okhla Phase2, Fiee Complex, Kartar Tower, Okhla Industrial Estate, South Delhi, New Delhi, Delhi, India, 110020 Corporate Office:

A828, West Bank Building, Opp. City Gold Cinema, Ashram Road, Ashram Road P.O, Ahmedabad, City Ahmedabad, Gujarat, India, 380009

Place: Ahmedabad Date: 6^th September, 2025