S I Capital & Financial Services Ltd.

To the Members

Your Directors have pleasure in submitting their 24th Annual Report ofthe Company together with the Audited Statements of Accounts for the year ended 31st March2018.

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review alongwith previous year's figures are given hereunder :

2. DIVIDEND:

Board does not recommend any dividend.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 do notapply as there was no dividend declared and paid during last years.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The main activity of the company has been from Foreign Money Exchange.Due to paucity of funds we are not able to do financial business earlier. Now we haveliquidated the non-core assests in the company which has brought in considerable cashflow and we intend to do more of the financial business.

Directors are making arrangements to do more of the financialtransactions so that the profitability of the company will improve.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICHTHIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relate on the date of this report.

There are no significant and material orders passed by Regulators /Court / Tribunals impacting the going concern status and company's operation in future.

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act 2013 do notapply to our Company. There was no Foreign Exchange Inflow and Outflow during the yearunder review.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE COMPANY

The Company is facing heavy competition in the market due to theinfluence of unexpected exchange rate leading to average and poor returns. Adequatemeasures are taken to minimize risks and maximize returns.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ONITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDERSECTION 186 OF THE COMPANIES ACT 2013

There were no loans or guarantees made by the Company under Section 186of the Companies Act 2013 during the year under review. The Company has made non-currentinvestment in equity shares worth Rs 45000/- in Sambandam Spinning Mills Ltd andRs.56000/- in Sri Nachammai Cotton Mills Ltd.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There Information on transaction with related parties pursuantParticulars of contracts or arrangements with related parties referred to in Section188(1) in the prescribed form AOC -2 is appended as "Annexure 1" to the Board'sReport.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITOR IN THEIR REPORTS

There are no qualifications reservations or adverse remarks made bythe Statutory Auditors and

Secretarial Auditors in their report except the below observations.

Comments to Secretarial Auditor's Qualifications/ Observations Reply tothe observation i) The trading of Securities issued and Listed by the company with BombayStock Exchange Limited continued to be suspended during the year ended 31.03.2018 andhence there is no trading of the securities through the Bombay Stock Exchange. ii) SincePromoters shareholding is locked till 20th August 2018 and we will take the steps todematerialize the promoters holdings after that period.

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) of the Companies Act 2013 relatingto constitution of Nomination and Remuneration Committee are in place. The Company'sPolicy relating to appointment of

Directors payment of Managerial remuneration Directors'qualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013 is furnished in Annexure 5 5A& 5B and is attached to this report.

The Board has made a formal evaluation of its own performancecommittees of the Board and Independent Directors as per the above policy and issatisfactory over its performance.

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration ) Rules 2014 isfurnished in Annexure 2 and is attached to this Report.

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met Ten times during the financial year the details of whichare given in the Corporate

Governance Report attached as Annexure 3 to this Report.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submit its responsibility Statement:—(a) in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and (e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and are operatingeffectively.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any associates subsidiary and jointventures.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during theFinancial year.

18. DIRECTORS

CHANGES IN THE BOARD:

There was change in the constitution of Board Of Directors

Audit Committee was re-constituted during the year with thefollowing directors as its members.

Nomination and Remuneration Committee was cre-constituted during theyear with the following directors as its members

Shareholders Relationship Committee was re-constituted during theyear with the following directors as its members:

The Risk Management Committee was re-constituted during the yearwith the following members.

The Independent Directors Committee was constituted with Mr. K.Sethuraman and Mr. Ranjith Kurian Matthan as its members.

Mr. Sanjay Arjundas Wadhwa retires at this Annual General Meetingand being eligible offered himself for re-election.

Ms. Suzanne Venglet was appointed as Additional Director of theCompany during the years

Mr. V.A.Kurien was not to reappointed as Director of the companyduring the year.

The Board and Committee members details as on 31st March 2018 isgiven in the cover page of this Report.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

20. STATUTORY AUDITOR

Mr. A.M. THOMAS Chartered Accountant Membership No. 22119 0/60Cheran Street Parri Nagar Ashok Nagar Chennai 600 083 was appointed as StatutoryAuditor of your Company in the 21st Annual General Meeting held on 28th September 2015for a term of 5 years i.e from the conclusion of 21st AGM until the conclusion of 26thAGM.

The Company has received a letter from the auditors confirming thatthey are eligible for re- appointment as auditors of the Company under Section 139 ofCompanies Act 2013 and meet the criteria for appointment specified in Section 141 of theCompanies Act. 2013.

21. RISK MANAGEMENT POLICY

The Statement showing the details regarding the development andimplementation of Risk Management Policy of the Company is available in Company websitewww.sicapital.co.in. The risk management includes identifying types of risks and itsassessment risk handling and monitoring and reporting.

At present the Company has not identified any element of risk whichmay threaten the existence of the company.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISM

The provisions of Section 177 of the Companies Act 2013 read with Rule6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 The AuditCommittee consists of the following members:

The Audit Committee consists of independent Directors viz. Mr. RanjithMatthan and

Mr K. Sethuraman who forms the majority.

The Company has established a vigil mechanism and overseas through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the interests of coemployees and the Company. No personnel has been denied access to the audit committee forreporting any of their genuine concerns.

Audit Committee is responsible to handle risks and to implement thepolicy appropriately and to report the Board regarding the plans and proceduresimplemented to mitigate risks.

Internal Control systems and adequacy: The Company's internal controlsystem is properly placed and strengthened taking into account the nature of business andsize of operations. Internal auditors are conducting periodic audits and bring out anydeviations in internal audit procedures and their observations are periodically reviewedand compliance is ensured. The audit committee is properly reviewing and monitoring thisinternal audit process.

23. SECRETARIAL AUDIT

The Company has appointed M/s. V.SRINIVASAN B.Com ACS CP.NO. 14150.No.5/3 Ground Floor Sastri 2nd Cross Street Cauvery Nagar Near Aranganathan SubwaySaidapet Chennai- 600 015 Practicing Company Secretary as secretarial auditors toconduct the audit for the year 2017-18 and their report is annexed herewith as Annexure 2.

24. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is annexed herewith as Annexure 6.

25. CORPORATE GOVERNANCE

Your Company affirms its commitment to good corporate governancepolicies and practices.

Pursuant to Clause 72 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Report on Corporate Governance which forms a part ofthis Report and is annexed as Annexure 3 to this Report.

A. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year.

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year.

C. BONUS SHARES

No Bonus Shares were issued during the year.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

27. SEXUAL HARASSMENT

Disclosure as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 The Company has zero tolerance towardssexual harassment at the workplace and has adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. During the Financial Year 2017-18 the Company has not received anycomplaints.

28. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. Your Directorsalso acknowledge gratefully the shareholders for their support and confidence reposed onyour Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date : 07.08.2018 Place : Chennai

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2018

To

The Members

S.I.CAPITAL & FINANCIAL SERVICES LIMITED CIN: L67190TN1994PLC02915164 MONTIETH ROAD EGMORE CHENNAI-600008

I have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by S.I. CAPITAL &FINANCIAL SERVICES LIMITED. (hereinafter called "the company"). SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.

Based my of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2018 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject tothe reporting made hereinafter: The equity shares of the Company are listed in BombayStock Exchange and Madras Stock Exchange of which Madras Stock Exchange is not carryingout any trading activities for the last several years and are practically non-operationaland therefore my audit has not covered the Compliance or otherwise of the ListingAgreement entered by the Company with the Madras Stock Exchange.

I have examined the books papers minute books forms and returnsfiled and other records maintained by "the Company" for the financial year endedon 31st March 2018 according to the provisions of: (i) The Companies Act 2013 (the Act)and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act 1956(‘SCRA') and the rules made thereunder;

(iii) Secretarial Standards with regard to Meeting of Board ofDirectors (SS-1) and General Meetings (SS-2) issued by The Institute of CompanySecretaries of India

(iv) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder; (only to the extent that the Company's shares are dematerialised with theDepository) (v) Foreign Exchange Management Act 1999 and the rules circulars andregulations made thereunder to the extent it is related to full fledged money changers;

(vi) Reserve Bank Act 1934 and Circulars issued by the Reserve Bank ofIndia to the extent applicable to Non-Banking Finance Companies.

(vii) The Listing Agreements entered into by the Company with BombayStock Exchange.

The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act 1992 (‘SEBI Act') are not applicable tothe company during the period of my Audit.

(a) The Securities and Exchange Board of India (Substantial Acquisitionof Shares and Takeovers)

Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009.

(d) The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999.

(e) The Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations 2008.

(f) The Securities and Exchange Board of India (Registrars to an Issueand Share Transfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client;(applicable only to the extent applicable to a company appointing an Registrar and ShareTransfer Agent)

(g) The Securities and Exchange Board of India (Delisting of EquityShares) Regulations 2009; and

(not applicable to the Company).

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations 1998; [not applicable to the company as the company did not buy back anyshares during the year under review.)

1. During the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines and SEBI Act and Regulations madethereunder subject to the following observations: (i) The trading of Securities issuedand Listed by the company with Bombay Stock Exchange Limited continued to be suspendedduring the year ended 31.03.2018 and hence there is no trading of the securities throughthe Bombay Stock Exchange. (ii) Entire promoter shareholding is not in Demate mode asperthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

2. In respect of other laws like Acts relating to employees and labourregulations welfare and specifically connected activities applicable to the Company Ihave relied on information/ records produced by the Company during the course of my auditand the reporting is limited to that extent.

I report that:

The following Rules issued under the Companies Act 2013 are notapplicable to the Company during the financial year 2017-18: i. Companies (Issue of GlobalDepository Receipts) Rules 2014 as the Company has not issued any Global DepositoryReceipts. ii. Companies (Prospectus and Allotment of Securities) Rules 2014 as theCompany has not issued any shares or other securities through issue of prospectus. iii.Companies (Acceptance of Deposits) Rules 2014 as the Company has not accepted any publicdeposits.

iv. Companies (Corporate Social Responsibility Policy) Rules 2014. v.Companies (Inspection investigation and inquiry) Rules 2014 as no inspection orinvestigation were ordered on the affairs of the Company. vi. Companies (Declaration andPayment of Dividend) Rules 2014 as the Company has not declared dividend during the auditperiod. vii. Companies (Registration of Charges) Rules 2014 as Company has not createdany charge during the audit period.

The Company has complied with the following Rules issued under theCompanies Act 2013: i. Companies (Share Capital and Debentures) Rules 2014. ii.Companies (Management and Administration) Rules 2014 iii. Companies (Accounts) Rules2014. iv. Companies (Audit and Auditors) Rules 2014 v. Companies (Appointment andQualification of Directors) 2014. vi. Companies (Meeting of Board and its Powers) Rules2014. vii. Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ifurther report that:

The Board of Directors of the Company is duly constituted with properbalance of Executive Directors Non-Executive Directors and Independent Directors. Thechanges in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent at least seven days in advanceand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board were made unanimously and were captured andrecorded as part of the minutes.

I further report that there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

I further report that during the audit period the company have not:

(i) made any Public issue/Rights issue/Preferential issue / debenturesissue/sweat equity shares etc. (ii) made any Redemption / buy-back of securities.

(iii) took any decision by the members in pursuance to section 180 ofthe Companies Act 2013. (iv) took any decision on Merger / amalgamation / reconstructionetc.

(v) took any decision on Foreign technical collaborations.

Sd/-V.SRINIVASAN

(Proprietor) ACS No. 34649 C P No.: 14150

Place : Chennai Date : 07.08.2018