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
Profession 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 Seventh Board's Report of the CMI Limited
"(the Company"), along with the financial statements for the financial year ended 31^st March,
2024.

The financial summary and performance highlights of the Company, for the financial year 2023¬
24 are provided below:

(Amount Rs. in Lakhs)

Previous year's figures have been regrouped/ rearranged wherever considered necessary.

2. FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year under review, your Company's revenue from operations was Rs.
2,975.44 Lakhs. Further, in the Financial Year ended 31^st March, 2024, the Profit/(Loss)
before tax (PBT) was Rs. (1,005.57) Lakhs as against Rs. (11,744.49) Lakhs in the previous year
and Profit/(Loss) after tax (PAT) was Rs. (832.56) Lakhs against Rs. (11,009.02) Lakhs in the
previous financial year.

3. 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.

4. SHARE CAPITAL

As on 31^st March, 2024, Authorised share capital of the Company is Rs. 175,00,00,000/-(0ne
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.

5. CREDIT RATING

For the Financial Year 2023-24, no credit ratings have been obtained from the Rating Agencies.

6. 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,
2024 stands at Rs (15,153.78) lakhs.

7. 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.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2024, 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.

9. 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 Board/Management 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/Board in their meeting
held on 17^th October, 2023, upon approval of the COC, appointed M/s. Priyanka Singh and
Associates 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, 2024 at a remuneration to be fixed by
the Board/RP/COC.

The appointment of Statutory Auditor for the FY2024-25 was presented to the Committee of
Creditors (CoC) for approval by the Resolution Professional. However, the CoC rejected the
proposal, citing the statutory compliance requirements as an additional burden on the costs of
the Corporate Insolvency Resolution Process (CIRP). As a result, the Statutory Auditor for the
FY2024-25 has not been appointed yet.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2024, 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.

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

Mr. Vikash Sharma and Ms. Charu Jain, Non-Executive Independents Director resigned from
the directorship of the Company w.e.f. 30^th April, 2023 and 1^st August, 2023 respectively.

The Company has received declaration from the Independent Directors that they meet the
criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of
the Board, they fulfill the condition for appointment/ re- appointment as Independent Directors
on the Board. Further, in the opinion of the Board, the Independent Directors also possess the
attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)
(iiia) of the Companies (Accounts) Rules, 2014.

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: -

i. Mr. Amit Jain - Chairman cum Managing Director

ii. Mr. Subodh Kumar*- Company Secretary (resigned w.e.f. 01st June, 2023)

iii. Mr. Raj Kumar* - Chief Financial Officer (resigned w.e.f. 31^th May, 2023)

iv. Ms. Tanya* - Company Secretary (appointment w.e.f. 31^st July, 2024)

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.

However, Mr. Raj Kumar resigned from the designation of CFO and Mr. Subodh Kumar resigned
from the designation of Company Secretary w.e.f. 30.05.2023 and 01.06.2023 respectively.

Ms. Tanya was appointed as Company Secretary of the Company w.e.f. 31.07.2023.

11. 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:

i. In the preparation of the Annual Accounts for the year ended 31^st March, 2024 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;

ii. 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 31^st March, 2024 and of
the profit of the Company for that year ended on that date except to the extent
mentioned in notes to accounts;

iii. 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

iv. The Annual Accounts have been prepared on a going concern basis.

v. 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;

vi. 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.

12. BOARD PERFORMANCE EVALUATION

The Company has 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.

Pursuant to the provisions of the Act, the Board used to carried out an annual evaluation of
its own performance, the individual Directors (including the Chairman) as well as an
evaluation of the working of all Board Committees. The Board of Directors was assisted by the
Nomination and Remuneration Committee. Some of the performance indicators based on
which evaluation takes place are experience, expertise, knowledge and skills required for

achieving strategy and for implementation of best governance practices which ultimately
contributes to the growth of the Company in compliances with all policies of the Company.

However, the powers of Board of Directors of the Company stand suspended effective from the
ClRP 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.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 2 (Two) Board Meetings were duly convened and held. The
details of the number of meetings of the Board held during the Financial Year 2023-24 forms
part of the Corporate Governance 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.

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. 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.

15. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The powers of Board of Directors of the Company stand suspended effective from the Cl RP
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.

16. NOMINATION AND REMUNERATION POLICY

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

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
https://cmilimited.in/img/pdf/Nomination%20and%20Remuneration%20Policy-new-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.

17. 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, 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: -
https://cmilimited.in/img/pdf/Whistle%20Blower%20Policy-2022.pdf.

The powers of Board of Directors of the Company stand suspended effective from the ClRP
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.

18. 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 Audit Committee for approval. Omnibus
approval was obtained on a yearly basis for transactions which are of repetitive nature.
Transactions entered into pursuant to omnibus approval are verified and details of all Related
Party Transactions are placed before the Audit Committee and the Board for review and
approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company and can be seen at the link
https://cmilimited.in/img/pdf/Policy on Related Party Transactions-new-2021.pdf. None of
the Directors has any pecuniary relationship or transactions vis-a-vis the Company except
transactions approved by Audit Committee and Board.

The powers of Board of Directors of the Company stand suspended effective from the Cl RP
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.

19. 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 has formed

Corporate Social Responsibility ("CSR") Committee. 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.
https://cmilimited.in/img/pdf/Corporate%20Social%20Responsibility%20Policy.pdf.

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 ClRP
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.

20. AUDITORS

a) Statutory Auditor and Auditor's Report

M/s. J Madan & Associates, Chartered Accountants, was appointed as the Statutory Auditors of
the Company by the Resolution Professional upon approval of Committee of Creditors on 03^rd
January, 2024 and 5^th March, 2024, for the financial year ending 31^st March, 2024 and the same
was placed before the shareholders for ratification in ensuing AGM.

The appointment of Statutory Auditor for the FY2024-25 was presented to the Committee of
Creditors (CoC) for approval by the Resolution Professional. However, the CoC rejected the
proposal, citing the statutory compliance requirements as an additional burden on the costs of
the Corporate Insolvency Resolution Process (CIRP). As a result, the Statutory Auditor for the
FY2024-25 has not been appointed yet.

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,
read with rules and regulations framed thereunder ("the Code") for an
alleged amount of default of Rs. 164.86 Crore 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
Resolution Professional ("RP") to conduct the CIRP of the Company under
section 16 of the Insolvency and Bankruptcy Code 2016.

• Going Concern Concept: The accumulated losses of the company as at
the close of 31st March 2024 amounting to Rs. 15,153.78 lakhs as
against which the paid-up capital of the company is Rs.1603.07 Lakh
and the losses has totally eroded the net worth of the company. The
company has been incurring continues losses for the past many years.

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.

• The Company has not complied the disclosure for the following as per
IND AS 19:

o The Company has not identified, measured, quantified and
disclosure the gratuity and leave encashment and its impact on
the current financial statements.

Reply: Ascertainment of actuarial liability as laid down under Ind AS — 19
involves considerable cost which is difficult for the company to with
stand considering the status of Company being undergoing CIRP. 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 Credito[r")
under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with
rules and regulations framed thereunder ("the Code").

• Liabilities may arise under litigation with the income tax department,
TDS and GST department could not been ascertained and calculated
due to details not available with us.

Reply: To the best of our knowledge, all the compliance to the
applicable laws have been made during the CIRP process however we are
also informed that pursuant to the admission of the CIRP, certain claims
have been filed by various statutory authority before the Resolution
professional (RP), which to our understanding have been dealt by the RP
as per applicable law.

• The fixed assets register is not available hence value is taken at book
value as balance brought forward from previous years and physical
verification report is also not available for the same.

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.

• Confirmation of loan account, bank account and investments not
available and account balance 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.

• Quantitative details of stock not available however, value of stock is
taken at book value as balance brought forward from previous years.

Reply The records which are practically possible having regard to the
nature of the products and the volume of the business have been
maintained and provided.

• Balances of Current Assets and Current Liabilities are subject to
confirmation and any recovery from Current Assets has not been
ascertained.

Reply Balances of Current Assets and Current Liabilities are subject to
confirmation and any recovery from Current Assets has not been
ascertained as the Company is CIRP.

b) 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) proposed the appointment of a Secretarial Auditor. However, the
appointment was submitted to the Committee of Creditors (CoC) for approval. The CoC rejected
the proposal, citing concerns over the additional costs that statutory compliance would impose
on the Corporate Insolvency Resolution Process (CIRP). Consequently, the secretarial audit for
FY 2023-24 was not conducted.

The Secretarial Audit Report for FY 2023-24 in Form MR-3 is not annexed herewith.

c) 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 Board of Directors
at its meeting held 30^th May, 2022 appointed M/s Ajay Kumar Singh & Co (Firm Registration
Number 000386), Cost Auditors to conduct the Cost Audit for the Financial Year 2023-24.

For the financial year ending 31^st March, 2024, the Resolution professional of the Company has
upon approval of Committee of creditors , approved the appointment of M/s Ajay Kumar Singh
& Co as the cost auditors of the Company. M/s Ajay Kumar Singh & Co, Cost Accountants 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 for FY 2024-25 has not been appointed because the appointment of auditors
for the period was presented to the Committee of Creditors (CoC) for approval by the
Resolution Professional. However, the CoC rejected the proposal, citing the statutory
compliance requirements as an additional burden on the costs of the Corporate Insolvency
Resolution Process (CIRP). As a result, the Cost auditor for FY 2024-25 was not appointed.

21. OTHER INFORMATION

a) 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.

b) Stock Options Scheme

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

c) 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.

d) 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.

e) 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.

f) 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.

g) 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, 2024 on its website at
https://cmilimited.in/investors/extract-of-annual-report. 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.

h) 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.

i) 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 10 & 11 to the Financial Statements.

j) 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.

k) 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.

The appointment of auditors for the period was presented to the Committee of Creditors (CoC)
for approval by the Resolution Professional. However, the CoC rejected the proposal, citing the
statutory compliance requirements as an additional burden on the costs of the Corporate
Insolvency Resolution Process (ClRP). As a result, the Cost auditor for FY 2024-25 is not yet
appointed.

l) 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, 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

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.

22. 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 Company's 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
Company's financial statements and notes on accounts.

23. OTHER DISCLOSURES

> During the financial year 2023-24, 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.

24. 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 Powers of the board are suspended from the Insolvency

Date: 29.11.2024 Commencement Date

Taken on record by
Deepak Maini
Resolution Professional
CMI Limited

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