Siel Financial Services Ltd Directors Report

Your Directors have pleasure in presenting their 33^rd Annual Report and the Audited Financial Statement for the Financial Year ended March 31, 2024.

(Amount in thousands)

PARTICULARS	2023-2024	2022-2023
Revenue from Operation	-	-
Other Income	3,810.43	3772.50
T otal Revenue	3,810.43	3772.50
Total Expenditure	5,575.22	3845.42
Profit/Loss before Taxation	(1,764.80)	(72.92)
Less: Tax Expenses Current Tax:	32.04	-
Add/Less: Deferred Tax	-	-
Add/Less: Tax adjustments for earlier years	-	-
Profit/Loss after Taxation	(1,796.84)	(72.92)

STATE OF COMPANYS AFFAIRS & BUSINESS OPERATIONS

During the year under review, the company recorded Net Loss of Rs. 17.968 Lacs against Net Loss of Rs. 0.729 Lacs during the previous year.

DIVIDEND:

The Company does not propose to declare dividend for the financial year ended March 31, 2024 and wishes to plough back the profits for the further expansion activities of the Company.

EXPLANATION TO AUDITORS REMARK

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not calls for any further comment.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

There is no holding, subsidiary & Associates Company as on financial year ended March 31, 2024. EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2024 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 is available on the companys website: www.sielfinancial.com.

SHARE CAPITAL

During the year under review, there was no change in the capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details pertaining to loans, guarantees or investments are provided in the notes to the Financial Statements.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

No material events have occurred after the financial year ended March 31, 2024 of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:-

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is published on the website of the Company viz., www.sielfinancial.com

DIRECTORS:

During the year under review, the Board consists of 4 (Four) Directors as on 31^st March, 2024 and none of the Directors are disqualified.

LIST OF DIRECTORS PRESENT ON THE BOARD AS ON DATE:

DIN/PAN	NAME OF DIRECTORS	APPOINTMENT DATE
02638453	Aveen Kaur Sood	17/06/2021
09757887	Amit Kumar	12/11/2022
10169819	Ankita Bhargava	20/05/2023
10165644	Bidhyadhar Sharma	20/05/2023
00322864	Parmeet Singh Sood*	17/06/2021

* Cessation due to sudden demise on December 03,2023.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the directors responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable Accounting standards had been followed along with proper explanation relating to the material departures;

(b) the directors of the Company 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, as at March 31, 2024 and loss of the Company for the year ended March 31,2024.

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

(d) the directors of the Company had prepared the accounts of the Company for the financial year ended March 31, 2024 on a going concern basis and;

(e) the directors of the Company had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issue can affect our operations and profitability. However the Company is well aware of the above risks and as part of business strategy has formulated a Risk Management Policy.

The Risk Policy approved by the Board, clearly lays down the roles and responsibilities of the various functions in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter alia, provide the foundation for your Companys Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across the Company and independent monitoring and reporting by Internal Audit. Backed by strong internal control systems, the Company is in the process of implementing the current Risk Management Framework that consists of the following key elements: ^•

• The Corporate Risk Management policy facilitates the identification and prioritization of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks

• A combination of risk policy and unit wise evolved procedures brings robustness to the process of ensuring that business risks are effectively addressed.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

• A strong and independent Internal Audit function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk management processes may need to be strengthened. The Board of Directors reviews Internal Audit findings, and provides strategic guidance on internal controls. The Board of Directors closely monitors the internal control environment within the Company including implementation of the action plans emerging out of internal audit findings.

• At the Business level, Internal Audit Department personnel continuously verify compliance with laid down policies and procedures, and help plug control gaps by assisting operating management in the formulation of control procedures for new areas of operation.

• The periodical planning exercise requires all units to clearly identify their top risks and set out a mitigation plan with agreed timelines and accountability. Top Management and Unit heads confirm periodically that all relevant risks have been identified, assessed, evaluated and that appropriate mitigation systems have been implemented.

The combination of policies and processes as outlined above is expected to adequately address the various risks associated with your Companys businesses.

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

BOARD COMMITTEES:

The Company has the following Committees of the Board:

1. Audit Committee

Name of Committee members	Category	Date of Appointment
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023
Parmeet Singh Sood*	Member	21-04-2023

* Cessation due to sudden demise on December 03,2023.

2. Nomination and Remuneration Committee

Name of Committee members	Category	Date of Appointment
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023
Parmeet Singh Sood*	Member	21-04-2023

* Cessation due to sudden demise on December 03,2023. 3. Stakeholders Relationship Committee

Name of Committee members	Category	Date of Appointment
Amit Kumar	Chairman	12-11-2022
Bidhyadhar Sharma	Member	20-05-2023
Ankita Bhargava	Member	20-05-2023
Parmeet Singh Sood*	Member	21-04-2023

* Cessation due to sudden demise on December 03,2023.

BOARD INDEPENDENCE:

Our definition of Independence of Directors is derived from SEBI (LODR), Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 and Section 149(6) of the Companies Act, 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate

Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. However, our Company does not fall under the requisite criteria and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of CMX Holdings Limited, SIEL Financials Services Limited is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal.

The Companys Whistleblower Policy encourages Directors and employees to bring to the Companys attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Companys operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Companys Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Board of Directors and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Companys website www.sielfinancial.com

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Companys independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements. The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis. The Company is in process of appointing an internal auditor to oversee the internal audit mechanism and the same will be done at the earliest.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report as Annexure II.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There was NIL Related Party Transaction as required to be disclosed in compliance with the Accounting Standard 18 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India (ICAI).

CORPORATE GOVERNANCE:

The Compliance Certificate on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report as Annexure III.

NO. OF MEETINGS OF THE BOARD:

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The Board of Directors met 09 (Nine) times during the financial year i.e. on 21/04/2023, 20/05/2023, 30/05/2023, 12/08/2023, 01/09/2023, 31/10/2023, 10/11/2023, 19/12/2023 and 07/02/2024.

The details of Directors attendance in the Board Meeting is stated below:

Sr. No. Name of Director	No of Board Meetings attended during Financial Year 2023-2024
1. Aveen Kaur Sood	9
2. Amit Kumar	9
3. Ankita Bhargava	9
4. Bidhyadhar Sharma	9
5. Parmeet Singh Sood*	7

* Cessation due to sudden demise on December 03,2023.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

BOARD EVALUATION

Regulation 27 of SEBI (Listing and Obligation Requirement) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

STATUTORYAUDITOR

Pursuant to the Section 139 of the Companies Act, 2013, appointment of the Statutory Auditors M/s. S S Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No: 000756N) was made by the members of the Company in its 28th Annual General Meeting (AGM) held on 27.09.2019 for a period of 5 years till the conclusion of 33rd Annual General Meeting of the Company on the recommendation of the Audit Committee and the Board of Directors.

The observations of Auditors in their report with the relevant notes to accounts are self- explanatory and therefore do not require further explanation.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS REPORT

M/s Bhanu Pratap Singh & Associates, Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2023-2024, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2023-24 forms part of the Annual Report as "Annexure I" to the Board Report.

DEPOSITS

The Company has not accepted any deposits within the meaning of Chapter V of The Companies Act, 2013 during the year under review. No deposit remained unpaid or unclaimed as at the end of the year and accordingly there has been no default in repayment of deposits or payment of interest thereon during the year.

COST AUDIT

Cost Audit is not applicable to the Company during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH&DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Energy conservation measures taken: Nil

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy: Nil

(c) Impact of the measures at (a) and(b)above: Nil for reduction of energy consumption and consequent impact on the cost of production of goods

(d) Total energy consumption and energy consumption: Nil per unit of production

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption: Nil

B. Consumption per unit of production: Nil

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,

I Research and Development: Nil

II Technology Absorption, Adaptation and: Nil Innovation FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	Current year	Previous Year
Foreign Exchange earnings	NIL	NIL
Foreign Exchange Out go	NIL	NIL

ANTI SEXUAL HARASSMENT POLICY

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, P rohibition and Redressal) Act, 2013".The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received: Nil Number of Complaints disposed off: Nil

FAMILIARIZATION PROGRAMME

The Company has established a Familiarization Programme for Independent Directors.

As per Reg 25(7) of SEBI (LODR) in which the Board briefed him about the following points:

a) Nature of the industry in which the Company operates

b) Business model of the Company

c) Roles, rights, responsibilities of independent directors

d) Any other relevant information

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. The members desirous of obtaining the same may write to the Managing Director at the registered office of the Company.

ACKNOWLEDGEMENTS

Your directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, suppliers, customers and business associates. Your directors also wish to place on record their deep sense of appreciation for the committed services by your companys employees. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

CAUTIONARY STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

Date: September 09, 2024	By Order of the Board Place
Regd. Office: Soni Mansion, 12-B,	For CMX Holdings Limited
Ratlam Kothi, Indore- 452001,	(Formerly known as Siel Financial Services
Madhya Pradesh (India)	Limited)
	Sd/-
	Aveen Kaur Sood
	Managing Director
	DIN:02638453