Corporate Merchant Bankers Ltd

To the Members,

We are pleased to present the 29^th Annual Report on our business and operations for the year ended 31^st March, 2023, of Corporate Merchant Bankers Limited (“Company”) along with the audited financial statements for the year ended 31^st March, 2023.

Company was incorporated under Companies Act, 1956 on 26^thAugust, 1994. The Company is a Non-Deposit Accepting Non-Banking Finance Company (“NBFC”), holding “Certificate of Registration no.: 14.00060 from the Reserve Bank of India (“RBI”) dated February 24, 1998. Equity Shares of the Company are listed on BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI) (formerly known as MCX Stock Exchange Limited).

The Company's financial results are as under:

(Amount in Lakhs)

The Company is a Non-Banking Financial Company registered with the Reserve Bank of India. There has been no change in the business of the Company, during the year under review.

The revenue of the Company for the year ended March 31^st, 2023 stood at Rs. 7.5 Lakh as against Rs. 10.33 Lakh for the previous year. The Net Loss for the financial year ended March 31, 2023 stood at Rs. 0.82 Lakh as against the previous year's Net Loss of Rs.0.48 Lakh. The Reserves and Surplus as of March 31, 2023 stood at Rs.6.13 Lakh as against Rs.6.95 Lakh for the previous year. The above figures are extracted from the financial statements as per IND-AS.

Your Company continues to take effective steps in broad-basing its range of activities as the company is a NBFC and the main business of the Company is to make investment and to give loans & advances. The performance of the Company during the period under review has been satisfactory.

As per provisions of Section 45-IC of Reserve Bank of India Act, 1934, the NBFC Company is required to transfer sum not less than twentypercentof its netprofiteveryyear. The Company has incurred loss; therefore, no amount shall be transferred to the Reserve.

In view of need to conserve the resources of the company for the future growth, your Company's Directors do not recommend any dividend to the shareholders of the Company for the Financial Year 2022-23.

In the opinion of the Board, there has been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year ofthe Company to which the financial statements relate and the date ofthe report.

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies during the financial year ended on March 31, 2023.

During the period under review, Solis Industries Limited, the Wholly -owned subsidiary of the Company has been struck off by the Registrar of Companies, Hyderabad vide their board resolution dated 2^nd December, 2022.

The paid-up equity share capital as on March 31, 2023 was Rs. 3,30,00,000. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

The Company has formulated a Familiarization Programme for IndependentDirectors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the

business model of the Company etc.,toprovidethem with a better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company.

Risk ManagementPolicy identifies, communicateandmanagerisksacrosstheorganization. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis annexed to the Annual Report.

The Company has in place adequate internal financialcontrols across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards, the Company has adopted and lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors ofyour Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act, 2013.

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists 'people' as one of its stated core values.

Your Company takes the pride in the Commitment, Competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, Listing Agreement executed with the Stock Exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

During the year under review, the Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 and rules made thereunder. There is no unclaimed or unpaid deposit lying with the Company.

As a Non-Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

During the Financial Year 2022-23, there was a change in the composition of Directors and KMP.

Ms. Hema Kumari, Company Secretary resigned w.e.f. 26^th May, 2022 and Mr. Parne Venkateshwar Reddy, Director resigned from office w.e.f. 15^th November, 2022.

Furthermore, Mr. Subramanyam Bommireddy Gari was appointed as Director of the Company w.e.f. 8^th October, 2022.

Pursuant to efforts taken by the Company in appointing a whole time Company Secretary, Mrs. Amandeep Kaur has been appointed as the Company Secretary and Compliance officer effect from 11^th August, 2023.

As required under the provisions of Section 134(3)(p), the Board has carried out an annual performance evaluation of its own performance, and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration & Compensation Committee has carried out evaluation of director's performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/general meeting, participating constructively and actively in the meetings of the Board/committees of the Board etc.

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

*The expression "median" mean the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.

ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year: NIL

iii) The percentage increase in the median remuneration of employees in the financial year: NIL

iv) the number of Permanent employees on the rolls of the company: 2 (Two)

There was no remuneration paid to Directors. Hence, the comparison between them cannot be made.

vi) the key parameters for any variable component of remuneration availed by the directors: Nil

vii) Affirmation that the remuneration is as per the remuneration policy of the company: It

is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

There is no directors/employees in the Company for which disclosure have to be made under the provisions of Rule 5 (2) & (3) of the Companies (Appointment and Remuneration or Managerial Personnel) Rules, 2014.

B. Details of other employees under aforesaid Rules: Nil

The Company's policy 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 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that?

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;and

c) Remuneration to directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working ofthe company and its goals. During the year under review, none of the Directors of the company receive any remuneration.

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013.

In due compliance with the provisions ofthe Companies Act, 2013 read with the rules made there under a separate meeting ofindependent directors, performance ofnon-independent directors, performance ofthe board as a whole wasevaluated, taking into accountthe views ofdirectors and non-executive directors. The same wasdiscussed in the board meeting that followedthe meeting of the independent directors, at which the performance of the Board, its committees and individual directors was discussed.

Corporate Merchant Bankers Limited is a registered NBFC and the main objects of the Company is to provide loan, guarantees and made investments. Hence, the Company does not fall under the purview of the provisions of Section 186 of the Companies Act, 2013 and rules made there under w.r.t its investment and lending activities. Details of Loans, Guarantees and Investments are given in the notes to the F inancial Statements.

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest ofthe Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

The Board of Directors of the Company met Six (09) times during the financial year 2022-23 on 24^th May 2022, 30^th May 2022, 12^th August, 2022, 21^st September 2022, 8^th October 2022 14^th November, 2022, 15^th November 2022, 28^th November 2022, 7^th December, 2022, 14^th February, 2023.

The attendance of the Directors of the Company in respect of the above meeting is as follows:

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

Mr. Satyanarayana Kaduri has been disqualified u/s 164(2).

The Audit Committee comprises of three directors namely, Ms. Sukanya Pittala - Chairman, Ms. Sunitha Thumu and Mr. Subramanyam Bommireddy Gari.

Mr. Parne Venkateshwar Reddy resigned from the Audit Committee w.e.f. 15^th November, 2022 and Mr. Subramanyam Bommireddy Gari was appointed as Member of the Committee w.e.f. 8^th October, 2023.

The Audit Committee met Four (4) times during the financial year 2022-23 on 30^th May 2022, 12^th August 2022, 14^th November 2022 and 14^th February 2023.

The attendance of the Directors of the Company in respect of the above meeting is as follows:

During the year under review, the Board accepted all the recommendations made by the Audit Committee of the Board.

The Nomination and Remuneration Committee (NRC) comprises of three directors namely, Ms. Sukanya Pittala - Chairman, Ms. Sunitha Thumu and Mr. Subramanyam Bommireddy Gari.

Mr. Parne Venkateshwar Reddy resigned from the NRC w.e.f. 15^th November, 2022 and Mr. Subramanyam Bommireddy Gari was appointed as Member of the Committee w.e.f. 8^th October, 2023.

The Nomination and Remuneration Committee met two (2) times during the financial year 2022-23 on 8^th October, 2022 and 28^th November 2022.

The attendance of the Directors of the Company in respect of the above meeting is as follows:

The Stakeholder Relationship Committee (SRC) looks into the redressal of the shareholders' complaints in respect of any matter including transfer of shares, non -receipt of annual report, non -receipt of declared dividend etc. As on date, this Committee comprises of three directors namely Ms. Sukanya Pittala - Chairman, Ms. Sunitha Thumu and Mr. Subramanyam Bommireddy Gari.

Mr. Parne Venkateshwar Reddy resigned from the SRC w.e.f. 15^th November, 2022 and Mr. Subramanyam Bommireddy Gari was appointed as Member of the Committee w.e.f. 8^th October, 2023.

The Stakeholder Relationship Committee met once during the financial year 2022-23 on 14^th February, 2023.

The attendance of the Directors of the Company in respect of the above meeting is as follows:

The Risk Management Committee (RMC) comprises of three directors namely, Ms. Sukanya Pittala - Chairman, Ms. Sunitha Thumu and Mr. Subramanyam Bommireddy Gari.

Mr. Parne Venkateshwar Reddy resigned from the RMC w.e.f. 15^th November, 2022 and Mr. Subramanyam Bommireddy Gari was appointed as Member of the Committee w.e.f. 8^th October, 2023.

The Risk Management Committee met twice during the financial year 2022-23 on 24^th May, 2022 and 14^th November, 2022.

The attendance of the Directors of the Company in respect of the above meeting is as follows:

M/s. A A V N Murali Krishna & Co., Chartered Accountants, (Firm Registration No. 014461S), Statutory Auditors of the Company were appointed at the Annual General Meeting held on 30^th December, 2022 for a period of five years. They have confirmed their eligibility and willingness to continue in the office.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by Mr. Rajendra Kavikondala, Practicing Company Secretary.

M/s. ARR & Co., Chartered Accountants, had appointed by the Board of Directors of the Company to conduct the Internal Audit of the Company as per the provisions of the Companies Act, 2013 read with the Rules made there under.

Pursuant to Companies Amendment Act, 2017 and Rule 12 (substituted from time to time) of the Companies (Management and Administration) Rules, 2014, the requirement of attaching Extract of Annual Return in Form MGT-9 with Board Report has been discontinued.

The draft of the Annual Return of the Company for the financial year 202 2-23 in form MGT- 7 will be placed on the website of the Company at www.cmbl.co.in.

The Company primarily being an investment company and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under section 134 of the Companies Act, 2013 and Rules made there under. During the year under review, the Company does not have any Foreign Exchange Earnings and outgo.

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) ofthe Companies Act, 2013 the Directors of your company confirm that:

a) In the preparation of the Annual Accounts for the financial year ended March 31^st, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisionsofthisAct for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the financial year ended March 31, 2023, on a “going concern basis”.

e) The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

g) The Board of Directors have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Since the paid- up capital of the Company is less than Rs. 10 Crores and Net worth is less than Rs. 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, your Company has made every effort to comply with the provisions ofthe Corporate Governance and to see that the interest ofthe Shareholders and the Company are properly served. It has always been the Company's endeavor to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The management of Company believes that it will further enhance the level of Corporate Governance in the Company.

Pursuant to provisions of Section 135 ofthe Companies Act, 2013 read with the rules made there under, the criteria for companying with the CSR activity does not applicable to the Company throughout the year.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, which forms part of this report and the Annual Report.

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

No application for Corporate Insolvency Resolution Process is been initiated under the Insolvency and Bankruptcy Code, 2016 (IBC) by the Company or any Creditor.

During the year no such transaction or settlement was made by the Company, hence, no valuation was required to be done.

No Corporate action was undertaken by the Company during the Financial Year 2022-23. Thus, failure in completion or implementation does not arise.

Your directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.