Directors Report of Lexoraa Industries Ltd.

Mar 31, 2025

Your Director’s have pleasure in presenting their 30^th Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2025.

[The amounts appearing in the report have been rounded off to lakhs except No. of shares
and EPS in accordance with the Financial Statements]

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2025 is summarized
below:

Particulars	2024-25	2023-24
	Current Year (Rs.)	Previous Year (Rs.)
Revenue from Operations	336.12	-
Other Income	0.00	-
Total Revenue	336.12	-
Total Expenditure	383.68	23.60
Profit/(Loss) before Prior Period Items 8s tax	(47.56)	(23.60)
Less: Prior period Items	-	-
Total profit before exceptional items and tax	(47.56)	(23.60)
Exceptional items		(0.19)
Total profit before tax	(47.56)	(23.79)
Less: Current Year	-	-
Earlier Year	-	-
Deferred tax	-	(0.05)
Profit/(Loss) after Tax	(47.56)	(23.74)
Earnings Per Share (Basic/Diluted)	(1.21)	(0.60)
No. of shares used in computing EPS	39,29,000	39,29,000

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR:

During the year under review, on a standalone basis, the Company recorded revenue from
operations of ?336.12 lakhs as against nil revenue in the previous financial year. The Company
has, however, incurred a net loss of ?47.56 lakhs in the financial year 2024-25, as compared to a
net loss of ?23.74 lakhs in the financial year 2023-24.

The management remains focused on strengthening operational efficiencies, enhancing revenue
streams, and implementing cost optimization measures. The Company is also exploring new
business opportunities and strategic initiatives aimed at improving profitability and ensuring
sustainable long-term growth.

3. TRANSFER TO RESERVES:

During the year under review, Pursuant to provisions of Section 134(3)(j) of the Companies Act
2013, the board of Directors of the company has not proposed to transfer any amount to the
reserve account.

4. STATE OF THE COMPANY’S AFFAIR:

A) Business Operations

The Company realigned its business strategy pursuant to the change in management and
diversified its operational framework. Earlier engaged primarily in the business of manufacturing,
trading, import, export and dealing in machinery, equipment, tools, solvent extraction, refining,
vanaspati, cattle feed, oil milling, and chemical processing of industrial products and Agro 8s Food
Products, the Company has now strategically transitioned into new business segments of jewellery
with promising growth potential.

The present nature of business includes:

• Jewellery, Gems 8s Precious Metals - Expansion into the jewellery sector encompassing
gold, silver, diamonds, pearls, precious stones, bullion, artefacts, and related products,
including trading, import, export, and establishment of showrooms.

• Agro 8s Food Products - Diversification into trading, import, export, and distribution of
agricultural, horticultural, and other agro-based products including fruits, vegetables,
edible oils, organic foods, dairy products, health foods, protein foods, fast-moving consumer
goods, and packaged foods.

• Manufacturing 8s Processing - Continuing capabilities in manufacturing, repairing,
distributing, and dealing in machinery, equipment, tools, solvent extraction, refining,
vanaspati, cattle feed, oil milling, and chemical processing.

Key Improvements & Strategic Initiatives in FY 2024-25:

• Alignment of business portfolio with high-potential consumer-driven sectors.

• Strengthening of internal operational efficiencies and compliance structures.

• Introduction of new product categories in jewellery.

• Focus on revenue growth, resulting in operational revenues of ? 336.12 lakhs during FY
2024-25 as against Nil in the previous year.

B) Future Outlook

Looking ahead, the Company aims to consolidate its position in the jewellery sector and expand its
footprint across domestic and export markets. The jewellery business is expected to act as a key
growth driver, supported by increasing consumer demand and favourable industry dynamics.

Simultaneously, the Company will continue to strengthen its presence in the agro and food
products segment.

5. DIVIDEND:

During the year the company incurred Loss and as a result, directors did not recommend any
dividend for the period ended March 31, 2025.

6. CHANGE OF NAME:

During the year under review, the name of the Company was changed from “Servoteach Industries
Limited” to “Lexoraa Industries Limited” with effect from June 12, 2024, in a Extra Ordinary
General Meeting of the Members of the Company was held on Saturday, March 23, 2024.

The change in name was undertaken as part of the Company’s strategic initiative towards
corporate re-branding and restructuring of its business operations. The Board of Directors
considered it necessary to adopt a new identity that reflects the Company’s vision to explore new
business opportunities, enhance its market presence, and align its brand with future growth plans.

7. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the core nature of business of the
Company. The Company continues to be engaged in the business of Jewellery, Gems 8s Precious
Metals, Agro 8s Food Products, as well as the manufacturing, trading, import, and export of a wide
range of industrial products.

8. LISTING OF SHARES

Your Company’s shares are listed on BSE Limited, and the listing fees for the Financial year 2024¬
25 have been duly paid. The Company’s shares are not suspended for trading on Stock
Exchange(s).

9. CAPITAL STRUCTURE:

During the financial year 2024-25, there has been no change in the share capital of the Company
during the year under review.

The detailed capital structure and related changes during the year are as follows:

A. Authorised Share Capital

There was no change in the Authorised Share Capital of the Company during the year under
review. It continues to stand at ?20,00,00,000/- (Rupees Twenty Crores only), divided into
2,00,00,000 (Two Crore) Equity Shares of ?10/- (Rupees Ten only) each.

B. Issued, Subscribed and Paid-up Share Capital

The paid-up equity share capital of the Company as on March 31, 2025, stood at ?3,92,90,000/-
(Rupees Three Crores Ninety-Two Lakhs Ninety Thousand only), divided into 39,29,000 (Thirty-
Nine Lakhs Twenty-Nine Thousand) Equity Shares of ?10/- (Rupees Ten only) each.

In addition, the Company has Forfeited Shares amounting to ?30,06,000/- (Rupees Thirty Lakhs
Six Thousand only), divided into 12,02,400 (Twelve Lakhs Two Thousand Four Hundred) Equity
Shares of ?2.50/- (Rupees Two and Paise Fifty only) each. Accordingly, the aggregate capital
amounts to ?4,22,96,000/- (Rupees Four Crores Twenty-Two Lakhs Ninety-Six Thousand only).

C. Summary of Other Capital Events during the financial year 2024-25

Event Type	Status
Preferential Allotment	During the Financial Year no shares were issued under any Preferential Issue.
Rights Issue	During the year company has not increased its issued and paid-up Equity Share Capital by making any right issue of shares.
Bonus Issue	During the Financial Year no shares were issued to existing shareholders as Bonus Shares under any Bonus Issue.
Shares with Differential Voting Rights	Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2024-25 hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished
Sweat Equity Shares	During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Employee Stock Options (ESOPs)	During the Financial Year no shares were issued

	under any Scheme of Employee Stock Option hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished
Provision for Purchase of Own Shares by Employees or Trustees	There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.
Splitting/Sub-division of Shares	No splitting/ sub division of shares was done during the financial year 2024-25.
Buy back of securities:	The Company has not bought back any of its securities during the year under review.

10 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Composition of Board of Directors

The Board of Directors of the Company comprises individuals of proven integrity and competence.
Collectively, the Directors bring with them diverse experience, financial expertise, strategic
foresight, and leadership capabilities. The Board members are committed to the Company’s growth
and governance and devote sufficient time to deliberations and participation in Board and
Committee meetings.

As on March 31, 2025, the composition of the Board complies with the provisions of Section 149 of
the Companies Act, 2013. The Company strives to follow good governance practices by maintaining
an optimum combination of Executive, Non-Executive, and Independent Directors as per the
provisions of Section 149 of the Companies Act, 2013.

As of the reporting date, the Board comprises Four (4) Directors. The composition and category of
Directors are provided below:

	(DIN: 02979904)
2.	NIKITA D KOTHARI (DIN: 07780991)	Non-Executive, Woman Director	09/11/2023
3.	RAJESH KUMAR KOTHARI (DIN: 10174698)	Non-Executive, Independent Director	08/12/2023
4.	PRATEEK SHRIPRAKASH KULKARNI (DIN: 05133085)	Non-Executive, Independent Director	03-07-2024	04-09-2024
5.	PANKAJ SUNDER JAIN (DIN: 03512503)	Non-Executive, Independent Director	18/08/2023	03-07-2024
6.	PRANAM HARISH MEHTA (DIN: 05154693)	Non-Executive, Independent Director	04-09-2024	05-08-2025
7.	SAGAR BIPINCHANDRA SHAH (DIN: 08663318)	Additional Non¬ Executive, Independent Director	05/08/2025

During the year under review, the following changes took place in the composition of the
Board of Directors:

• Mr. Prateek Shriprakash Kulkami (DIN: 05133085) has been appointed as an Additional
Director (Non-Executive Independent Director) of the Company w.e.f July 03, 2024 and
resigned w. e.f September 04, 2024.

• Mr. Pankaj Sunder Jain (DIN: 03512503) has been appointed as a Non-Executive Independent
Director w.e.f 18/08/2023 and resigned w.e.f. 03/07/2024.

• Mr. Pranam Harish Mehta (DIN: 05154693) has been appointed as a Non-Executive
Independent Director w.e.f 04/09/2024 and resigned w.e.f. 05/08/2025.

• After the closing of the financial year, Mr. Sagar Bipinchandra Shah (DIN: 08663318/ has
been appointed as an Additional Non-Executive Independent Director w.e.f 05/08/2025.

ensuing the Annual General Meeting. He is eligible for re-appointment and offered himself for re¬
appointment. The Board recommends his re-appointment to the members at the ensuing Annual
General Meeting and the shareholders are requested to consider his re-appointment on the board.

C. Independent Directors

As on March 31, 2025, the Company has two Independent Directors:

• Mr. Rajesh Kumar Kothari

• Mr. Pranam Harish Mehta

During the year under review, the following changes took place in the composition of the
Independent Directors:

1. Mr. Pankaj Sunder Jain ceased from the position of Non-Executive Independent Director
w.e.f. 03/07/2024.

2. Prateek Shriprakash Kulkarni has been appointed as a Non-Executive Independent Director
w.e.f. 03/07/2024 and ceased from the position of Non-Executive Independent Director
w.e.f. 04/09/2024.

3. Pranam Harish Mehta has been appointed as a Non-Executive Independent Director w.e.f.
04/09/2024 and ceased from the position of Non-Executive Independent Director w.e.f.
05/08/2025.

4. Mr. Sagar Bipinchandra Shah (DIN: 08663318) has been appointed as an additional Non¬
Executive Independent Director w.e.f 05/08/2025.

These Independent Directors bring with them rich experience and independent judgement,
contributing significantly to the governance framework of the Company.

Meeting of Independent Directors

In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR)
Regulations, 2015, a separate meeting of the Independent Directors was held on May 28^th, 2024,
without the presence of Executive or Non-Independent Directors. All the Independent Directors
were present at the Independent Directors meeting.

The meeting reviewed:

• Performance of Non-Independent Directors and the Board as a whole,

• Performance of the Chairperson,

• Quality, quantity, and timeliness of information flow between the management and the
Board.

All Independent Directors attended the meeting. The composition of the meeting was as follows:

Name	Position	Category
Mr. Pankaj Sunder Jain	Chairman	Non-Executive Independent Director
Mr. Rajesh Kumar Kothari	Member	Non-Executive Independent Director

Familiarization Program for Independent Directors

The Company conducts structured induction and orientation sessions for new Directors to
familiarize them with the business operations, strategic priorities, industry dynamics, and their
roles and responsibilities.

Declaration by Independent Directors

The provisions of Section 149 relating to the appointment of Independent Directors are applicable
to the Company.

Furthermore, the requirements under Section 134(3)(d) read with Section 149(6) regarding the
statement of declaration by Independent Directors are also applicable to the Company.

Pursuant to Section 149(6) of the Companies Act, 2013, Rule 5 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, and Regulation 16(l)(b) of the SEBI (LODR)
Regulations, 2015, all Independent Directors have confirmed that:

• They meet the criteria of independence.

• They are not disqualified from continuing as Independent Directors.

• They have complied with the Code of Conduct and other regulatory obligations.

These declarations have been duly noted and taken on record by the Board.

Board’s Opinion on Integrity, Expertise and Experience of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with applicable Rules
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors hereby affirms that in its opinion, the Independent Directors appointed during the year
possess the highest standards of integrity and demonstrate the requisite expertise, experience, and
proficiency required to discharge their roles and responsibilities effectively. The Board further
confirms that the Independent Directors bring with them rich experience in their respective fields,
which adds significant value to the deliberations and decision-making processes of the Company.

The salient features of the policy and changes therein, if any, along with the web address of the
policy, is https: / / lexoraaindustries.com/ .

D. Key Managerial Personnel (KMP1

As on March 31, 2025, the Key Managerial Personnel of the Company include:

• Mr. Anil Mehta Babubhai- Managing Director (appointed w.e.f. November 09, 2023)

• Mrs. Mamta Nilesh Kothari- Chief Financial Officer (appointed w.e.f. May 09, 2024)

• Mr. Kalpesh chandrakant joshi - Company Secretary cum compliance officer (Membership
No. 55546) (appointed w.e.f. November 30, 2024)

Note:

1. During the year, Ms. Shivanshi Mishra, has appointed as Company Secretary and
compliance officer w.e.f. April 05, 2024 and resign from the position as on August
31, 2024.

11. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION /
REMUNERATION POLICY:

The Board has adopted a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration.

Based on the recommendation of Nomination 8s Remuneration Committee, the Board of Directors
approved and adopted a Policy for selection, appointment and remuneration of Directors, Key
Managerial Personnel and other employees of the Company as required under Section 178(3) of the
Act.

The Nomination 8s Remuneration Committee identifies and ascertains the integrity, qualification,
expertise and experience of the person for appointment as Director and ensures that the candidate
identified possesses adequate qualification, expertise and experience for the appointment as a
Director.

The Nomination 8s Remuneration Committee ensures that the candidate proposed for appointment
as Director is compliant with the provisions of the Companies Act, 2013. -The candidate’s
appointment as recommended by the Nomination and Remuneration Committee requires the
approval of the Board.

In case of appointment of Independent Directors, the Nomination and Remuneration Committee
satisfies itself with regard to the independent nature of the Directors vis- a-vis the Company so as
to enable the Board to discharge its function and duties effectively.

The Nomination and Remuneration Committee ensures that the candidate identified for
appointment as a Director is not disqualified for appointment under Section 164 of the Companies
Act, 2013.

The Remuneration Policy of the Company has been disclosed on the Company’s website and can be
accessed at https: / / lexoraaindustries.com/

12 MEETINGS:

A. Board Meetings:

The Board meets at regular intervals to discuss and take a view on the Company’s policies and
strategy apart from other Board matters. The notice for the board meetings is given well in advance
to all the Directors.

During the Financial Year 2024-2025, the Company held 10 board meetings of the Board of
Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act,
2013 were adhered to while considering the time gap between two meetings.

The detail of board meeting held and the attendance of the Directors during the financial year
2024-25 were given below:-

Sr. No.	Date of Meeting	Total No. of Directors as on date of meeting	Attendance
			No. of Directors attended	%of Attendance
1.	05-04-2024	04	04	100%
2.	09-05-2024	04	04	100%
3.	28-05-2024	04	04	100%
4.	03-07-2024	04	03	75%
5.	08-08-2024	04	03	60%
6.	04-09-2024	04	03	75%
7.	14-11-2024	04	04	100%

8.	30-11-2024	04	04	100%
9.	24-12-2024	04	04	100%
10.	10-02-2025	04	04	100%

Frequency and Quorum at these Meetings were in conformity with the provisions of the companies
Act, 2013 and the “Listing Regulation” and the listing agreements entered into by the company
with the Stock Exchange. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

B. Extra Ordinary General Meeting:

As per Section 100 of Companies Act, 2013, The Company had not held an Extra Ordinary General
Meeting for the financial year 2024-2025.

C. Annual General Meeting:

The Annual General Meeting for the financial year 2023-2024 was held on 28/09/2024.

E. COMMITTEES OF THE BOARD:

The Company has formed committees as required under the Companies Act, 2013. Accordingly, as
on 31st March, 2025 and presently the board has Three (3) committees i.e. Audit Committee,
Nomination and Remuneration Committees and Stakeholders Relationship Committee. The
constitution of which are given below:

I. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the
provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the companies
(Meeting of board and its power) rules, 2014 and Regulation of the SEBI (LODR)
Regulations 2015. All members of the Committee are financially literate and have
accounting or related financial management expertise.

The Terms of reference of the Committee can be accessed at

https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/ .

The composition of the Audit Committee as on March 31, 2025 comprises of the following
members:

| S. No.

| Name

| Position

| Category |

1.	Mr. Rajesh Kumar Kothari	Chairman	Non-Executive and Independent Director
2.	Mrs. Nikita D. Kothari	Member	Non-Executive and Non Independent Director
3.	Mr. Pranam Harish Mehta	Member	Non-Executive and Independent Director

Note: -

1. During the year, Mr. Prateek Shriprakash Kulkarni has been appointed as a
member of the committee from 3^rd July 2024.

2. Mr. Raiesh Kumar Kothari was inducted as a Chairman of the Audit Committee
with the effect from 3 July 2024.

3. Pankaj Sunder Jain ceased to be a Chairman of the Committee with the effect
from 3^rd July 2024.

4. Mr. Pranam Harish Mehta has been appointed as a member of the committee with
the effect from 04^th September 2024.

5. Prateek Shriprakash Kulkarni ceased to be a member of the Committee with the
effect from 04^th September 2024.

6. After the closure of the financial year Mr. Sagar Bipinchandra Shah (additional
Non-Executive and Independent Director) become the member of the committee in
a Board meeting held on August 05, 2025 in place of Mr. Pranam Harish Mehta.

During the year under review, the Audit Committee met 5 time wherein due quorum was
present for the meeting and the notice of meeting was given to all the Members namely as
mention hereunder:

All the recommendations of the Audit Committee in the financial year 2024-25 were
accepted by the Board during the year under review.

Following is the detail of the attendance of each of the members of the Audit Committee at
its Meeting held during the year under review:

Sr. No.	Date of Meeting	Total No. of Members on date of meeting	Attendance
			No. of Members attended	%of Attendance
1.	05.04.2024	3	3	100%
2	28-05-2024	3	3	100%

3	08-08-2024	3	3	100%
4	14-11-2024	3	3	100%
5.	10-02-2024	3	3	100%

II. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and terms of reference
are in compliance with the provisions of Section 178 of the Act, Schedule V and all other
applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Power) Rules, 2014.

The Terms of reference of the Committee can be accessed at

https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/ .

Criteria for performance evaluation

As per the provisions of the SEBI (LODR), Regulations, 2015, the Nomination and
Remuneration Committee (the “Committee”) has laid down the evaluation criteria for
performance evaluation of Independent Directors.

The manner for performance evaluation of Directors (including Independent Directors) and
Board as whole has been covered in the Board’s Report.

The Nomination and Remuneration Committee has devised criteria for evaluation of the
performance of the Directors including the Independent Directors. The said criteria provide
certain parameters like attendance, acquaintance with business, communication inter se
between Board members, effective participation, domain knowledge, compliance with code
of conduct, vision and strategy, benchmarks established by global peers etc., which is in
compliance with applicable laws, regulations and guidelines.

The Nomination and Remuneration Committee consists of the following members:

	S. No.	Name	Position	Category
	1.	Mr. Rajesh Kumar Kothari	Chairman	Non-Executive and Independent Director
	2.	Mrs. Nikita D. Kothari	Member	Non-Executive and Non Independent Director

3.	Mr. Pranam	Member	Non-Executive and
	Harish Mehta		Independent Director

Note: -

1. During the year, Mr. Prateek Shriprakash Kulkarni has been appointed as a
member of the committee from 3^rd July 2024.

2. Mr. Rajesh Kumar Kothari was inducted as a Chairman of the Audit Committee
with the effect from 3 July 2024.

3. Pankai Sunder Jain ceased to be a Chairman of the Committee with the effect
from 3^rd July 2024.

4. Mr. Pranam Harish Mehta has been appointed as a member of the committee with
the effect from 04^th September 2024.

5. Prateek Shriprakash Kulkarni ceased to be a member of the Committee with the
effect from 04^th September 2024.

6. After the closure of the financial year Mr. Sagar Bipinchandra Shah (Additional
Non-Executive and Independent Director) become the member of the committee in
a Board meeting held on August 05. 2025 in place of Mr. Pranam Harish Mehta.

During the year under review, the Nomination and Remuneration Committee met 04 time
wherein due quorum was present for the meeting and the notice of meeting was given to all
the Members. The committee review the performance and compensation of the directors and
key managerial personnels and recommended the few suggestions. Same was reviewed and
accepted by the Board of Directors.

Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meeting held during the year under review:

Sr. No.	Date of Meeting	Total No. of Members on date of meeting	Attendance
			No. of Members attended	%of Attendance
1.	05-04-2024	3	3	100%
2.	09/05/2024	3	3	100%
3.	03/07/2024	3	3	100%

4.	04/09/2024	3	3	100%
5.	30-11-2024	3	3	100%

III. STAKEHOLDER’S RELATIONSHIP COMMITTEE

The composition of the Stakeholders’ Relationship Committee and terms of reference are in
compliance with the provisions of Section 178(5) of the Act and all other applicable
provisions of the Companies Act, 2013 read with the Rules framed thereunder.

The Terms of reference of the Committee can be accessed at

https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/ .

The SRC Committee consists of the following members:

S. No.	Name	Position	Category
1.	Mr. Rajesh Kumar Kothari	Chairman	Non-Executive and Independent Director
2.	Mr. Anil Mehta Babubhai	Member	Executive Director (Managing Director)
3.	Mr. Pranam Harish Mehta	Member	Non-Executive and Independent Director

Note: -

1. During the year, Mr. Pankaj Sunder Jain ceased to be a Chairman of the
Stakeholder’s Relationship Committee. Subsequently, Mr. Rajesh Kumar Kothari
was inducted as a Chairman of the Stakeholder’s Relationship Committee with the
effect from July 03. 2024.

2. After the closure of the financial year Mr. SAGAR BIPINCHANDRA SHAH
(Additional Non-Executive and Independent Director! become the member of the
committee in a Board meeting held on August 05. 2025 in place of Mr. Pranam
Harish Mehta.

During the year under review, the SRC Committee met 1 time namely on 28-05-2024
wherein due quorum, was present for the meeting and the notice of Board meeting was
given to all the Members. Following is the detail of the attendance of each of the members of
the CSR Committee at its Meeting held during the year under review:

Sr. No.	Date of Meeting	Total No. of Members on date of meeting	Attendance
			No. of Members attended	%of Attendance
1.	28-05-2024	3	3	100%

13. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are presently not applicable to the Company. Accordingly,
your Company is not required to constitute a CSR Committee.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company in accordance with the provisions of Section 177 (9) 8s (10) of the Act has
established a robust Vigil Mechanism Policy for Directors and employees to report genuine
concerns to the management viz, instances of unethical behavior, actual or suspected fraud or
violation of the Company’s code of conduct or ethics policy and assist the Audit Committee. The
Directors and employees are encouraged to come forward and express his/her concern(s) without
fear of punishment or unfair treatment.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at

https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/

15. RISK MANAGEMENT:

Your Company believes that managing risks helps in maximizing returns. The Company has
formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and
report compliance and effectiveness of the policy and procedure. The Company has a risk
management framework in place for identification, evaluating and management of risks. In line
with your Company’s commitment to deliver sustainable value, this framework aims to provide an
integrated and organized approach for evaluating and managing risks. The Audit Committee
periodically reviews the risks and suggests steps to be taken to control and mitigate the same
through a properly defined framework. Further, the risks associated to the Company’s business are
provided in the Management Discussion and Analysis Report.

16. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses
below the gender composition of its workforce as on the March 31, 2025.

¦ Male Employees: 2

¦ Female Employees: 1

¦ Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and
equal opportunity for all individuals, regardless of gender.

17. ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS. COMMITTEES
AND INDIVIDUAL DIRECTOR:

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation
of its own performance, the performance of its Committees, and of individual Directors. The
evaluation was carried out through a structured process covering various aspects of the Board’s
functioning such as composition, structure, culture, diversity, experience, competencies,
performance of specific duties and obligations, quality of decision-making and effectiveness of
meetings.

The performance of the Committees was evaluated by the Board on parameters such as
composition, effectiveness of recommendations, adequacy of deliberations, and contribution
towards Board’s effectiveness. The performance of individual Directors was evaluated based on
criteria such as preparedness, participation, contribution, and guidance provided to the
management.

The Independent Directors, at their separate meeting held on 28/05/2024, reviewed the
performance of the Non-Independent Directors, the Board as a whole, and the Chairperson of the
Company, taking into account the views of Executive and Non-Executive Directors. The Nomination
and Remuneration Committee also reviewed the performance of the Board, its Committees, and
individual Directors.

The Board expressed its satisfaction with the evaluation process and the performance of the Board,
its Committees, and individual Directors.

18 PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed
statement is attached as Annexure E .

19. REGISTRAR AND SHARE TRANSFER AGENT:

The Company is required to appoint a Registrar and Share Transfer Agent.

The Company has appointed MUFG INTIME INDIA PVT. LTD as its Registrar and Share Transfer
Agent (RTA) to handle all share registry work, both in physical and electronic form.

The details of the RTA are as under:

MUFG INTIME INDIA PVT. LTD (Earlier known as Link Intime India Pvt. Ltd)

Registered Office: C 101, 247 Park, Lai Bahadur Shastri Marg, Surya Nagar, Gandhi Nagar,

Vikhroli West, Mumbai, Maharashtra 400083

Tel: [phone]

Email: mumbait/linkintime.co.in

Website: www.linkintime.co.in

Shareholders/investors are requested to contact the RTA for matters relating to share transfers,
dematerialization, rematerialisation, change of address, and other related queries.

Note:

• The Company had appointed M/s. Purva Sharegistry (India) Private Limited as
Registrar and Share Transfer Agent on 03rd July, 2024 but had not intimated
effective date of Appointment to the Stock Exchange.

• Subsequently, with effect from 24th December, 2024, the Company has continued the
services of MUFG Intime India Private Limited (formerly known as Link Intime India
Private Limited) as the Registrar and Share Transfer Agent of the Company.

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Company does not have any Subsidiary, Joint venture or Associate Company.

21. AUDITOR

I. Statutory Auditor:

The Auditors M/s. Bakliwal & Co, Chartered Accountants (Firm Registration No. 130381W),
have been appointed in the 29^th Annual General Meeting held on September 28th, 2024 by
the approval of members as Statutory Auditors of the company to hold the office for 5 (five)
consecutive year from the financial year 2024-2025 up to the financial year 2028-2029 at
such remuneration as may be fixed by the board of directors of the company in consultation
with them subject to their eligibility criteria.

AUDITORS’ REPORT:

The Auditors’ Report does contain qualification which is as under:
Auditors’ Remark:

The Statutory Auditors in their Report have drawn attention to disputed statutory dues
relating to Income Tax. According to their Report, as at 31st March, 2025, an amount of
?14.90 Lakhs pertaining to Income Tax on regular assessment for A.Y. 2012-13 was
disputed, out of which ?3.00 Lakhs has been deposited under protest, and the matter is
pending before the CIT (Appeal).

Board’s Explanation:

The Board of Directors wishes to clarify that the said demand relates to an earlier
assessment year. The Company has preferred an appeal against the said demand before the
appropriate appellate authority. Based on the legal advice obtained and the merits of the
case, the Board is confident that the ultimate outcome of the matter will be in the
Company’s favour and no material liability is expected to devolve on the Company beyond
the amount already deposited.

II. COST AUDITOR:

The maintenance of cost records and Cost Audit is not applicable to the products/ business of the
Company for the F.Y. 2024-25. Therefore the Company is not required to appoint a cost auditor
as per the provisions of section 148 of the Companies Act, 2013

III. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 (“the Act”), read with the
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board had appointed M/s G 8s J Associates, Company Secretaries (Firm Registration No.:
P2023RJ097600) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for
the financial year 2024-25.

The Board of Directors has recommended the appointment, M/s G 8s J Associates, Peer Reviewed
Firm of Company Secretaries in Practice (FRN: P2023RJ097600 / Peer Review No. 5802/2024:) as
the Secretarial Auditor of the Company for a term next of 5 (five) years commencing from the
financial year 2025-26 and continuing until the financial year 2029-30 subject to the approval of
the members in the ensuing 30^th Annual General Meeting.

The proposed Secretarial Auditor has furnished their written consent to act as secretarial auditor
and confirmed his eligibility and non-disqualification under the applicable provisions of the
Companies Act, 2013 and SEBI Listing Regulations.

The Secretarial Audit Report in Form MR-3, issued by M/s G 8s J Associates, for the financial year
ended March 31, 2025, has been received and is annexed to this Report as “Annexure - B

The report contains certain observations relating to statutory and regulatory compliances, which is
as under:

Observation:

1. Company has not filed Form DIR-12 with the Registrar of Companies for the appointment
and resignation of Mr. Prateek Kulkarni, Non-Executive Independent Director.

Management’s Reply:

The Board of Directors has noted the observation of the Secretarial Auditor. The non-filing
of Form DIR-12 was an inadvertent oversight.

The Company further undertakes to strengthen its internal compliance monitoring
mechanism so as to avoid such lapses in future.

2. The Company has paid excess remuneration to Mrs. Nikita, Director, which is not in
accordance with the provisions of Section 197 and other section (if applicable) of the
Companies Act, 2013 read with Schedule V thereto.

Management’s Reply:

The Board of Directors submits that the excess remuneration paid to Mrs. Nikita was
inadvertent and without any mala fide intent. The Company has already initiated steps for
refund of the excess remuneration, and the same shall be regularised in compliance with
Section 197 of the Companies Act, 2013 read with Schedule V, in the ensuing Annual
General Meeting. The Company remains committed to ensuring strict adherence to all
applicable statutory provisions.

IV. INTERNAL AUDITOR

The Board has appointed M/s Kamlesh A. Lalwani and Co. Chartered Accountants firm, as
Internal Auditors for conducting Internal Audit for the financial year 2024-25. The observations
and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive
actions were taken in consultation with the Audit Committee.

Further On the recommendation of the Audit Committee, the Board has appoint M/s. S K Lahoti 8s
Co., Chartered Accountants, (firm registration no. 131520W) as Internal Auditors of the Company
for the FY 2025-26.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal control system commensurate with the size and nature of
its business. The Internal Auditors reviews the efficiency and effectiveness of these systems and
procedures. The Internal Auditors submit their Report periodically which is placed before and
reviewed by the Audit Committee. Based on the report of the internal auditors, respective
departments undertake corrective action in their respective areas and thereby strengthen the
controls. During the year, no reportable material weakness in the design or operation of internal
control system and their adequacy was observed.

23. REPORTING OF FRAUDS BY AUDITORS:

For the Financial year 2024-2025, the Statutory Auditor has not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Companies Act, 2013.

24. 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:

Pursuant to provisions of Section 134(3) (1) there was No Material changes occurred affecting the
financial position of the Company which have occurred between ends of the financial year to which
the financial statements relate and date of report.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status and the Company’s operations in future during the year.

26. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Companies Act and the
applicable Rules, the Annual Return in Form MGT-7 for the Financial year ended 31st March,
2025 shall be available on Company’s Website at

httus: / /lexoraaindustries. com/INDUSTRIES%20INVESTQR/

27. DEPOSITS:

The Company has neither accepted/invited any deposits from the public nor defaulted in
repayment of deposits during the period within the meaning of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence company need not to give
details related to deposits. There is no non-compliance of the provisions of Chapter V of the
Companies Act 2013.

DEPOSITS AND DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (Cl SUB CLAUSE (VIIU
OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS! RULES 2014

During the period under review the company has accepted some unsecured loan from its directors
which was not covered under the definition of deposits and the required declaration from the
director and relative of director duly received by the company that the amount given by them is not
acquired by borrowing or accepting loan or deposits from others.

The amount of unsecured loan received during the year is as under:

Name	Designation/ Relation	Amount of unsecured loan received during the year
NIKITA D. KOTHARI	Director	85.76 LAKHS

28. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no such transactions during the year.

29. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions, in line with the requirements
of the Act, and Listing Regulations, as amended from time to time. The policy on Related Party
Transactions as approved by the Board is uploaded on the Company’s website at
https: / /lexoraaindustries. com/INDUSTRIES%20INVESTQR/

All related party transactions entered during 2024-25 were on arm’s length basis, in the ordinary
course of business and were in compliance with the applicable provisions of the Act and the Listing
Regulations. An omnibus approval is obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and on arm’s length basis. A statement
giving details of all related party transactions pursuant to omnibus approval so granted is placed
before the Audit Committee on a quarterly basis for its review.

The detail of contracts/ arrangements/ transactions with related parties which could be considered
as material are being reported in Form AOC-2 as Annexure-D .

Details of Related Party Transactions as required to be disclosed by Indian Accounting Standards
(Ind AS), Ind AS 24 in "Related Party Disclosures" specified under Section 133 of the Act read with
the rules thereunder, are given in Standalone Audited Financial statements of the company for
year ending 31.03.2025 in the Note no. 24 .

30. CORPORATE GOVERNANCE CERTIFICATE:

In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provisions relating to submission of Corporate Governance Report and
obtaining a Corporate Governance Certificate are not applicable to the Company, as the paid-up
equity share capital and net worth of the Company are below the prescribed thresholds as specified

therein. Accordingly, the Company is exempted from provisions of Corporate Governance as per
Regulation 15 of the SEBI (LODR) Regulations, 2015.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the period under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the “Listing Regulations”) and SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018 (the“Amended Listing Regulations”), is presented in
a separate section forming part of the Annual Report (Attached in the Annexure A )

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the
Sexual Harassment of Women at the Workplace (Prevention Prohibition 8s Redressal) Act, 2013 and
an Internal Complaints Committee has been set up to redress complaints received regarding
Sexual Harassment at workplace, with a mechanism of lodging 8s redress the complaints. All
employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment
of Women at Work place (Prevention, Prohibition 8s Redressal) Act, 2013 read with Rules there
under, the Company has not received any complaint of sexual harassment, or no complaint (s) /
case (s) is pending with the Company during the year under review.

a. number of complaints of sexual harassment received in the year - NIL

b. number of complaints disposed off during the year - NIL

c. number of cases pending for more than ninety days - NIL

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Code of conduct for prevention of Insider Trading in
accordance with the requirement of the Securities 8s Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code of Conduct is applicable to all the directors and such
identified employees of the Company as well as who are expected to have access to unpublished
price sensitive information related to the Company.

The code of the Company lays down guidelines and procedures to be followed and disclosures to be
made while dealing with shares of the Company as well as consequences of disclosures to be made
while dealing with shares of the Company as well as consequences of violation. The Policy has been
formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the
highest ethical standards of dealing in Company’s shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair
disclosures of unpublished price-sensitive information and code of conduct for the prevention of

Insider Trading is available on the website

https: / /lexoraaindustries. com/INDUSTRIES%20INVESTQR/

34. INVESTOR GRIEVANCE REDRESSAL

The investor complaints are processed in a centralized web-based complaints redress system. The
salient features of this system are centralized database of all complaints, online upload of Action
Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken
on the complaint and its status.

Your Company has been registered on SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the receipt
of the complaint.

During the year under review, the Company has received an investor complaint through the
SCORES Portal of SEBI on 04th December, 2024 at 12:00 hrs. The complaint pertained to the
transmission of 1,500 equity shares of the Company held in the name of late Mr. Prem Chand
Karnawat, wherein the legal heir had applied for transmission on 10th August, 2024 and sought
further guidance on the formalities.

The Company duly examined the matter and submitted its reply/response to SEBI on 08th
January, 2025 through the SCORES Portal. The complaint has since been appropriately
addressed.

There is no pending complaint on the SCORES as of March 31, 2025.

35. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 the Company has adopted various policies
which are available on its website under link

https: / /lexoraaindustries. com/INDUSTRIES%20INVESTQR/

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed there under. The Company is committed to ensuring a
safe, inclusive, and supportive workplace for women employees. All eligible women employees are
provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on
the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the
spirit and letter of the legislation.

The Company remains committed to supporting its women employees by providing a safe, inclusive
and enabling workplace that encourages work-life balance and facilitates a smooth transition
during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the financial year
2024-25.

37. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 for conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:

(a) Conservation of energy:

Particulars	Remarks
the steps taken or impact on conservation of energy	The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy.
the steps taken by the company for utilizing alternate sources of energy
the capital investment on energy conservation equipments

(b) Technology absorption:

Particulars	Remarks
the efforts made towards technology absorption	The Company continuous to use the latest technologies for improving the productivity and quality of its products and services.
the benefits derived like product improvement, cost reduction, product development or import substitution	The Company has developed a culture of staying informed about the latest developments in related technology as well as constantly updating the same. Such innovations have led us to be in the forefront amongst our competitors.
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;	NIL
(b) the year of import;	NIL

(c) whether the technology been fully	NIL
absorbed;
(d) if not fully absorbed, areas where	NIL
absorption has not taken place, and the
reasons thereof; and
the expenditure incurred on Research and Development	NIL

(cl Foreign exchange earnings and Outgo:

•	Foreign Exchange Gain/ Loss	Nil
•	Export Sales/ Service realized in Foreign Currency	Nil
•	Foreign outgo	Nil

38. SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India (ICSI).

39. HUMAN RESOURCES:

The Company considers its human workforce as a valuable resource and ensures their strategic
alignment with the business priorities and objectives. The board has laid down procedures which
emphasizes the need of attaining organizational goals through individual growth and development.

The management has also been providing necessary training in regard with the assignments in
hand and is ensuring the personal development across its workforce, employees, staff which excels
them for higher engagement and exposure to new opportunities through skill development.

40. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were operating
effectively. (Although this point is not applicable as the company is not a listed company.)

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

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

42. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/ MANAGING DIRECTOR OF THE
COMPANY: -

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI
(Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. ANIL MEHTA
BABUBHAI, Managing Director and Mrs. MAMTA NILESH KOTHARI Chief Financial Officer (CFO) of
the Company.

The same is enclosed as Annexure - F of the Annual Report.

43. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as
well as intimation of non-disqualification in Form DIR-8 under Section 164(2) and the same has
been presented and approved by the board in their first board meeting for the financial year.

44. POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The
Policy) has been framed and adopted by the Board of Directors of the Company in their Board
Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the
various aspects on preservation of the Documents, but also the safe disposal/destruction of the
Documents.

The policy is disclosed on the website of the company under the link
httus: / /lexoraaindustries. com/INDUSTRIES%20INVESTQR/

45. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016 (31 OF 20161 DURING THE YEAR ALONG WITH THEIR STATUS AS
AT THE END OF THE FINANCIAL YEAR:

During the year, the company did not have made any application or no proceeding pending under
the insolvency and bankruptcy code, 2016 (31 of 2016). No instance of one-time settlement
occurred during the year.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year, the company has not made any one-time settlement of loan from bank or financial
institutions.

47. REMUNERATION/COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY: -

There were no such instances during the relevant financial year requiring the disclosure under
section 197(14) of the Companies Act, 2013.

48 DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:

According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the
Board of Directors of the Company. All Board members and senior management personnel have
affirmed the compliance with the code.

In compliance with the Listing Regulations, a confirmation from the Managing Director regarding
the adherence to this Code by all Directors and Senior Management is incorporated into this report
as Annexure-G .

49. OTHER DISCLOSURES:

A. There was no commission paid by the company to its managing director or whole-time
directors, so no disclosure required in pursuance to the section 197(14) of The Companies
Act, 2013.

B. There was no revision of financial statements and the Board’s Report of the Company
during financial year;

C. Disclosures with respect to demat suspense account/ unclaimed suspense account

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time,
transfer, transmission and transposition of securities shall be given effect only in
dematerialised form. Pursuant to SEBI Circular dated January 25, 2022, the listed
companies shall issue the securities in dematerialised form only for processing any service
requests from shareholders viz., issue of duplicate share certificates, endorsement,
transmission, transposition, etc. After processing the service request, a letter of
confirmation will be issued to the shareholders and shall be valid for a period of 120 days,
within which the shareholder shall make a request to the Depository Participant for
dematerialising those shares. If the shareholders fail to submit the dematerialisation
request within 120 days, then the Company shall credit those shares in the Suspense
Escrow Demat account held by the Company. Shareholders can claim these shares

transferred to Suspense Escrow Demat account on submission of necessary
documentation. The Directors and certain Company officials (including Chief Financial
Officer and Company Secretary) are authorised by the Board severally to approve transfers,
which are noted at subsequent Board Meetings.

As of March 31, 2025, there are 500 shares of the Company held in demat suspense
account or unclaimed suspense account.

D. Disclosure of certain types of agreements binding listed entities

There are no agreements referred under clause 5A of paragraph A of Part A of Schedule III
of SEBI (LODR) Regulations, 2015 which can impact the management or control of the
Company or impose any restriction or create any liability upon the Company.

E. Disclosure of Accounting Treatment

The financial statements have been prepared on the accrual basis of accounting in
accordance with the Generally Accepted Accounting Principles (GAAP) in India. Indian
GAAP comprises mandatory accounting standards as specified under the section 133 of the
Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

50. MATERIAL CHANGES/EVENTS AND COMMITMENTS. IF ANY

During the year under review, the Company entered into a Share Purchase Agreement (“SPA”)
dated June 05, 2023, with Mrs. Nikita D. Kothari (“Purchaser”/“Acquirer”) and the then
Promoters/Promoter Group of the Company, namely, Mr. Radhey Shyam Lahoti, Mr. Ram Awatar
Lahoti, Lahoti Export Private Limited and Quality Products Marketing Private Limited (hereinafter
individually referred to as “Seller” and collectively as “Sellers”).

Pursuant to the SPA, the Purchaser agreed to acquire in aggregate 12,35,462 equity shares of
? 10/- each, constituting 31.44% of the paid-up equity share capital of the Company, from the
Sellers, for an aggregate consideration of ? 37,06,386/- (Rupees Thirty-Seven Lakhs Six Thousand
Three Hundred and Eighty-Six Only) at a negotiated price of ? 3/- (Rupees Three Only) per equity
share.

Out of the total agreed acquisition of 12,35,462 equity shares constituting 31.44% of the paid-up
equity share capital of the Company:

• In FY 2023-24, the share transfers by Lahoti Export Private Limited and Quality Products
Marketing Private Limited were completed; and

• In FY 2024-25, the share transfers by Mr. Radhey Shyam Lahoti and Mr. Ram Awatar
Lahoti were completed.

The execution of the SPA triggered the obligation of the Purchaser to make an open offer to the
public shareholders of the Company in accordance with the provisions of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

51. ACKNOWLEDGEMENTS & APPRECIATION:

An acknowledgement to all with whose help, cooperation and hard work the Company is able to
achieve the results.

The Board gratefully acknowledges the unwavering commitment and support of employees and key
stakeholders, including banking partners, shareholders, and government authorities, which have
been instrumental to the Company’s sustained growth.

For and on behalf of the Board of Directors of
LEXORAA INDUSTRIES LIMITED

SD/- SD/-

ANIL MEHTA BABUBHAI NIKITA D. KOTHARI

Managing Director DIRECTOR

DIN: 02979904 DIN: 07780991

Place: Mumbai

Date: 3^rd September, 2025

---

Mar 31, 2024

The Directors take pleasure in presenting the 29th Annual Report along with Audited Financial Statements of
your Company for the Financial Year ended 31 st March, 2024.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2024 is summarized below:

(Amount in lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	-	11.51
Other Income	-	28.11
Total Income	-	39.62
Total Expenses	23.59	18.31
Exceptional Items	0.20	-
Profit/(Loss) for the year before taxation	(23.79)	21.31
Tax Expenses Current Tax	-	-
Deferred Tax	(0.05)	-
Profit /(Loss) after tax	(23.74)	21.31
Earnings Per Equity Share (Face Value Rs. 10/- Per
Share)
Basic	0.32	0.54
Diluted	-	-

FINANCIAL PERFORMANCE:

The Company has not generated any income during the year under review as compared to Rs. 11.51 (in lakhs)
in the previous year. During the year under review, the Company has incurred a loss of Rs. 23.74 (in lakhs) as
compared to previous year profit of Rs. 23.31 (in lakhs).

DIVIDEND:

Owing to losses incurred, no Dividends are recommended for the year under review.

TRANSFER TO RESERVES:

There was no amount transferred to general reserves during the year under review.

NATURE OF BUSINESS AND CHANGES THEREIN:

The Company was engaged in the business of manufacturing, dealing, import and export of all kinds of industrial
products.

However during the year under review, after the change in Management of the Company the nature of business
was altered/changed to business of jewellery along with purchasing, selling and trading in all agricultural and
horticultural and agro based products.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores only) that is divided
into 2,00,00,000 (Two Crore only) Equity Share of Rs. 10/- (Rupees Ten only) each.

Presently, the Issued and Paid-up Share Capital of the Company is Rs. 3,92,90,000 /- (Rupees Three Crore
Ninety Two Lakhs Ninety Thousand only) divided in to 39,29,000 (Thirty Nine Lakh Twenty Nine Thousand)
Equity Shares of Rs. 10/- (Rupees Ten only) each and Forfeited shares of Rs. 30,06,000 (Rupees Thirty Lakhs
Six Thousands divided in to 12,02,400 (Twelve Lakh Two Thousand Four Hundred) Equity shares of Rs. 2.5/-
(Rupees Two. Five) each aggregating to Rs 4,22,96,000 (Rupees Four Crores Twenty Two Lakh and Ninety
Six Thousand). There were no changes in share capital of the Company during the period under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, affecting the financial position of the Company
between the end of the financial year to which the financial statements relate and the date of report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY:

The Company has no subsidiary or associate company. Further, the company has not entered into any joint
venture.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The company has been addressing various risks impacting the
company and the policy of the company on risk management is provided elsewhere in this annual report in
Management Discussion and Analysis.

PUBLIC DEPOSIT:

During the year under review, your Company has not accepted any public deposits in terms of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and is therefore not
required to furnish information in respect of outstanding deposits under and Companies (Acceptance of
Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
The Company is following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal
control and monitors them in accordance with policy adopted by the company. The Company continues to
ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year there are no such details which are required to be disclosed in terms of provisions of Section
188(1) of the Companies Act, 2013, accordingly the requirement to disclose in Form AOC - 2 is not required.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of the loans made by the Company to other body corporate or entities are given in notes to financial
statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONAL:

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and
Independent Director in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as well as the Companies Act, 2013. The composition of Board of Directors as on March 31, 2024 is as
follows:

Category No. of Directors	Category No. of Directors
Non-Executive Independent Directors	2
Non-Executive Non-Independent Directors	1
Executive Directors	1

The list of Directors & Key Managerial Person of the Company as on March 31, 2024 is as follows:

Mr. Anil Babubhai Mehta (DIN: 02979904) - Managing Director

Mr. Rajesh Kumar Kothari (DIN: 10174698) - Non Executive Independent Director

Mr. Pankaj Sunder Jain (DIN: 03512503) - Non Executive Independent Director

Mrs. Nikita D. Kothari (DIN: 07780991) - Non Executive Non Independent Director

During the financial year:

Mr. Anil Babubhai Mehta (DIN: 02979904) has been appointed as a Non-Executive Director w.e.f. 09/11/2023,
however his designation has changed from Non-executive director to Executive Director and then being
appointed as a Managing Director of the Company w.e.f 10/02/2024.

Mrs. Nikita D. Kothari (DIN: 07780991) has been appointed as a Non-Executive Non Independent Director w.e.f.
09/11/2023.

Mr. Rajesh Kumar Kothari (DIN: 10174698) has been appointed as a Non-Executive Independent Director w.e.f
08/12/2023.

Mr. Pankaj Sunder Jain (DIN: 03512503) has been appointed as a Non-Executive Independent Director w.e.f
18/08/2023.

Mr. Mukesh Kumar has been appointed as Chief Financial Officer w.e.f 09/11/2023 and resigned w.e.f
10/02/2024.

Mr. Shiv Pratap Singh has resigned from the post of Chief Financial Officer w.e.f 08/11/2023.

Mr. Radheshyam Lahoti (DIN: 00755363) has resigned from the post of Managing Director w.e.f 11/12/2023.

Ms. Jyoti Kasat (DIN: 07143575) has resigned from the post of Non-Executive Non Independent Director w.e.f
11/12/2023.

Mr. Avijit Vasu (DIN: 09209383) has resigned from the post of Non-Executive Independent Director w.e.f
11/12/2023.

Ms. Deepali Tukaram Pendhari (A69886) has resigned from the post of Company Secretary and Compliance
Officer w.e.f 13/02/2024.

Post the financial year following changes have occurred

Ms. Shivanshi Mishra has been appointed as a Company Secretary and Compliance Officer w.e.f April 05, 2024
and resigned w.e.f August 31, 2024.

Mrs. Mamta Nilesh Kothari has been appointed as Chief Financial Officer of the Company w.e.f May 09, 2024.

Mr. Prateek Kulkarni has been appointed as an Additional Director (Non-Executive Independent Director) of the
Company w.e.f July 03, 2024 and resigned w.e.f September 04, 2024.

Mr. Pranam Harish Mehta (DIN: 05154693) has been appointed as a Non-Executive Independent Director w.e.f
September 04, 2024.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section
164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the
Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the
Companies Act, 2013.

In the opinion of the board, the independent directors possess the requisite expertise and experience and are
the person of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules
made thereunder and are independent of the management.

Further, all the independent directors on the Board of the Company are registered with the Indian Institute of
Corporate Affairs, Manesar, Gurgaon (“IICA”) as notified by the Central Government under Section 150(1) of
the Companies Act, 2013. Your Board confirms that the independent directors fulfil the conditions prescribed
under the SEBI Listing Regulations, 2015 and they are independent of the management.

DIRECTOR RETIRING BY ROTATION:

Pursuant to Section 152 of the Companies Act, 2013 and in terms of Memorandum and Articles of Association
of the Company, Mrs. Nikita D. Kothari (DIN: 07780991), Non-Executive Non Independent Director of the
Company, retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment. A Profile
of Nikita D. Kothari (DIN: 07780991), as required by regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is given in the Notice convening the forthcoming AGM.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the declaration from all the Independent Directors confirming that they meet the
criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Further, the familiarization program for
Independent Directors is also available on website of the Company.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the
Chairman and Non-Independent Director was also carried out by the Independent Directors.

MEETING OF INDEPENDENT DIRECTORS:

A meeting of the Independent Directors was held on August 21, 2023 pursuant to Section 149(8) read with
Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended March 31, 2024, 4 meetings of the Board of Directors were conducted on May
27, 2023 ; August 14, 2023; November 09, 2023; February 10, 2024 The provisions of the Companies Act, 2013
and Secretarial Standards were generally adhered to while conducting meetings. All the information required to
be furnished to the Board was made available to them along with detailed Agenda notes. The name and the
categories of the directors on the Board, their attendance at the board meeting held during the year and then
number of directorship and committee chairmanship/membership held by them in other Companies are given
herein below:

Sr. No.	Name of Director	Designation	No. of shares held	Attendance in Meetings	No. of other Directorships in other Company including this company Chairman	No. of Committee position held in the Company1 Member
1.	Mr. Anil Babubhai Mehta	Managing Director		3			1
2.	Mr. Rajesh Kumar Kothari	Non-Executive Independent Director		2			2
3.	Mr. Pankaj Sunder Jain	Non-Executive Independent Director		3	5	2
4.	Mrs. Nikita D. Kothari	Non-Executive Non Independent Director	10,83,241	3			1

The composition of the Audit Committee for the financial year 2023-24 comprises of the following members:

Name of the Committee Members	Designation in the Committee
Mr. Pankaj Sunder Jain (Independent Director)	Chairman
Mrs. Nikita D. Kothari (Non-Executive Non Independent Director)	Member
Mr. Rajesh Kumar Kothari (Independent Director)	Member

The Committee held 4 meetings during the year.

2. Stakeholder’s Relationship Committee

The Company’s Stakeholders’ Relationship Committee is constituted pursuant to Section 178 (5) of the Act and
Regulation 20 of the (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The composition of the Stakeholders Relationship Committee for the financial year 2023-24 comprises of the
following members:

Name of the Committee Members	Designation in the Committee
Mr. Pankaj Sunder Jain (Independent Director)	Chairperson
Mr. Anil Mehta Babubhai (Managing Director)	Member
Mr. Rajesh Kumar Kothari (Independent Director)	Member

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of
Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations.

The Nomination and Remuneration Committee for the financial year 2023-24 comprises of the following
members:

Name of the Committee Members	Designation in the Committee
Mr. Pankaj Sunder Jain (Independent Director)	Chairman
Mrs. Nikita D. Kothari (Non-Executive Non Independent Director)	Member
Mr. Rajesh Kumar Kothari (Independent Director)	Member

COMPANIES POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy of the Company comprises inter alia the aims and objectives, principles of
remuneration, guidelines for remuneration to Executive and Non-Executive Directors and Key Managerial
Personnel and criteria for identification of the Board Members and appointment of Senior Management.

ANNUAL EVALUATION OF THE BOARD:

The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation
framework for formal evaluation of performance of the Board, its Committees and the individual Directors. The
evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance
and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors,
leadership etc. The evaluation criteria for the Director’s was based on their participation, contribution and
offering guidance to and understanding of the areas which are relevant to them in their capacity as members of
the Board.

CERTIFICATE FROM PRACTISING COMPANY SECRETARY UNDER SCHEDULE V (C) (10) (I) OF SEBI
(LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Certificate from the Practicing Company Secretary as per Schedule V (C) (10) (i) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 certifying that none of the directors on the board of the
company have not been debarred or disqualified from being appointed or continuing as directors of companies
by the Board/Ministry of Corporate Affairs or any such statutory authority is forming part of the Annual Report
as Annexure-3.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report
genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee
misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate
safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access
to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the
Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee
of the Board. During the year no such instance took place.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to
report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your
Directors confirm that:-

a. in the preparation of the annual accounts for the financial year ended March 31, 2024 the applicable
accounting standard had been followed along with proper explanation relating to material departures.

b. the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that were 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 and loss of the Company for the year under review.

d. the directors had prepared the accounts for the financial year ended March 31, 2024 on a going concern
basis.

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

CORPORATE GOVERNANCE:

In terms of Regulation 15 (2) of SEBI Listing Regulation, 2015, compliance relating to Corporate Governance,
is not applicable to your Company as the paid-up share capital is not exceeding Rs. 10 crores and net worth
not exceeding Rs. 25 crores on the last day of the previous financial year. Further, the Company is also filing
Non-Applicability of Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the exchange.

STATUTORY AUDITOR AND AUDIT REPORT:

In accordance with Section 139(8) of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and
pursuant to the recommendation made by the Audit Committee and Board of Directors through resolution
passed on September 04, 2024, M/s. Bakliwal & Co, Chartered Accountants (Firm Registration No. 130381W)
are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the
resignation of M/s Patel Kabrawala and Co, Chartered Accountants w.e.f. August 09, 2024.

M/s. Bakliwal & Co, Chartered Accountants (Firm Registration No. 130381W) are hereby appointed as the
Statutory Auditors of the Company, to hold office for a period of five years from the conclusion of this Annual
General Meeting till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year
2029, at such remuneration as may be decided by the Board of Directors of the Company (or any committee
thereof) in consultation with the Statutory Auditors.

The Reports of the previous/erstwhile Statutory Auditor on the Financial Statements of the Company for the
financial year 2023-24 is forming part of this Annual Report. The statutory auditors have submitted an
unmodified opinion on the audit of Financial Statements for the year 2024 and there is no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report and therefore the same does
not call for any further comments/explanation from the Directors.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed
Kothari H. & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit
of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report is annexed and detailed in Annexure 1 to this report here with. The qualifications
provided in the report are self-explanatory and along with explanation of Board.

COST RECORDS/COST AUDITOR:

The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1)
of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the
Company is not covered under the said rules and limits.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP’s) /
EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee’s remuneration and other
details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as

Annexure 2.

During the year under review, there are no employees who comes within the purview of section 134 (3)(q) of
the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The company has been addressing various risks impacting the
company and the policy of the company on risk management is provided elsewhere in this annual report in
Management Discussion and Analysis.

ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 shall be available on Company’s website at
www.servotechengineering.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not meet any of the criteria laid down in Section 135 of Companies Act, 2013 and therefore
is not required to comply with the requirements mentioned therein.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Conservation of energy and technology absorption information pursuant to section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

The details of Foreign Exchange Earnings and Outgo during the year are as follows:

Foreign Exchange Earnings	INR 0.00/-
Foreign Exchange Outgo	INR 0.00/-

SECRETARIAL STANDARDS:

The Company complies with all the Secretarial Standards.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is presented in
a separate section forming part of this Annual Report. It provides details about the overall industry structure,
global and domestic economic scenarios, developments in business operations/performance of the Company’s

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The company has been addressing various risks impacting the
company and the policy of the company on risk management is provided elsewhere in this annual report in
Management Discussion and Analysis.

ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 shall be available on Company’s website at
www.servotechengineering.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not meet any of the criteria laid down in Section 135 of Companies Act, 2013 and therefore
is not required to comply with the requirements mentioned therein.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Conservation of energy and technology absorption information pursuant to section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

The details of Foreign Exchange Earnings and Outgo during the year are as follows:

Foreign Exchange Earnings	INR 0.00/-
Foreign Exchange Outgo	INR 0.00/-

SECRETARIAL STANDARDS:

The Company complies with all the Secretarial Standards.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is presented in
a separate section forming part of this Annual Report. It provides details about the overall industry structure,
global and domestic economic scenarios, developments in business operations/performance of the Company’s

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

IBC CODE & ONE TIME SETTLEMENT:

There is no proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (IBC
Code). There has not been any instance of one-time settlement of the company with any bank or financial
institution.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDREMSSAL) ACT, 2013:

The Company believes in creating an environment for its employees, which is free from discrimination. The
Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of
the gender of an employee. The Company is committed to take progressive measures to increase
representation of women particularly at leadership level. During the year there are no such complaints and
therefore not required to be reported.

ACKNOWLEDGEMENT:

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers,
Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government
Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to
build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners,
communities and regulators - for achieving our long-term vision aligned with our stakeholders’ interests.

The Directors also thank the Government of India, Governments of various states in India and concerned
Government departments and agencies for their co-operation. The Directors hereby acknowledge the
dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the
Company and their families during the year.

For and on behalf of the Board

Sd/- Sd/-

Anil Mehta Nikita D. Kothari

Managing Director Director

(DIN: 02979904) (DIN: 07780991)

Place: Mumbai

Date: September 04, 2024

1

For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit
Committee and Stakeholders Relationship Committee of public limited companies have been considered for
the Financial 2023-24.

Committees of Board:

1. Audit Committee

The Audit Committee of the Company was constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

---

Mar 31, 2014

The Members, Servotech Engineering Industries Limited

The Directors have pleasure in submitting their Report for the year ended 31st March, 2014:

1. FINANCIAL PERFORMANCE

(Amount in Rs.Lakhs) Particulars 2013-14 2012-13

Total Income 390.86 644.23

Total Expenditure 398.85 673.53

PROFIT BEFORE TAX (7.99) (29.30)

Less: Provision of Taxation Including Deferred -- -- Tax

PROFIT AFTER TAX (PAT) (7.99) (29.30)

Add: Balance Brought Forward From Previous (349.15) (319.85) Year

Add: Excess / (Short) Provision for taxation for -- -- Earlier year written back

Balance Carried To Balance Sheet (357.14) (349.15)

2. COMPANY''S PERFORMANCE:

During the year under review, sales and operation income was at Rs.390.86 lacs as against Rs. 644.23 lacs in previous financial year, and incurred Operating profit (Loss) was at Rs. (7.99) Lacs as against of Rs. (29.29) Lacs in the previous year.

3. DIVIDEND

Due to accumulated losses of the Company your Directors do not recommend any dividend for the year under report.

4. DIRECTORS

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ramawtar Sitaram Lahoti, Director of the Company is liable to retire by rotation at the ensuing Annual General meeting and being eligible, offered himself for re-appointment. Board of Directors recommends the above re-appointment.

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company had appointed Mr. Narendra Rameshchandra Gupta, Mr. Rohit Talakchand Doshi, Mr. Jitendra Bhushan Garg as Independent Directors of the Company. In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and they are not liable to retire by rotation.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the annexure of Notice and Explanatory Statement for the experience, qualification and tenure of the Independent Directors.

5. AUDITORS AND AUDITORS'' REPORT

The Auditors, M/s Amar Bafna & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s Amar Bafna & Associates as the statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of the 22nd AGM to be held in the year 2017, subject to the ratification of their appointment at every AGM.

The Company had received letters from M/s Amar Bafna & Associates. Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Act.

The qualifications/observations of the Auditors are self-explanatory and explained / clarified wherever necessary in appropriate notes to Accounts.

6. FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

7. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange, a Separate Report on Corporate Governance along with Auditors'' Certificate confirming Compliance is attached to this report.

8. PARTICULARS OF EMPLOYEES

As there were no employees throughout the year under review who were in receipt of remuneration exceeding the prescribed limit in Companies Act, 1956 and its regulations and rules. Hence, no statement is attached herewith as required in terms of section 217(2A) of the Companies Act, 1956.

9.ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, on conservation of energy and technology absorption are not applicable hence no disclosure is being made in this regard.

During the year, there were no foreign exchange earnings and outgo as per notes to accounts.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company at the end of the financial year ended 31st March, 2014 and of profit of the Company for that year;

3. the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

11. LISTING FEES

At present 51,31,400 equity shares of the Company are listed on Bombay Stock Exchange Ltd.(BSE) and the Company has paid the applicable Listing Fees to BSE for the year2013-14

12. ENVIRONMENT AND POLLUTION CONTROL:

The term relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable.

13. CODE OF CONDUCT COMPLIANCE:

Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr. Radhey Shyam Lahoti, Director, affirming compliance with the Code of Conduct by the Director''s and senior management personnel, for the financial year 2013-14 is annexed and forms part of the Directors and Corporate Governance Report.

14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussions and Analysis Report, forming part of the Directors'' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s), is presented in a separate section forming part of the Annual Report.

15. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2014 is annexed hereto.

16. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Government Authorities, Customers, Vendors, Advisors, Members and all concerned during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

BY ORDER OF THE BOARD FOR SERVOTECH ENGINEERING INDUSTRIES LIMITED

PLACE: Mumbai R S Lahoti DATE: 06/09/2014 (CHAIRMAN & MANAGING DIRECTOR)

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Mar 31, 2011

To The Members OF Servotech Engineering Industries Ltd.,

The Directors have pleasure in presenting their Sixteenth Annual Report together with Audited Statement of Accounts of the company for the year ended 31'st March, 2011.

1. FINANCIAL RESULTS:

Current Year Previous Year

Rupees Rupees

Profit/(Loss) before Depreciation

and taxation 4,18,951 65,108

Less : Depreciation 17,922 21,101

Provision for Income Tax FOR FBT -- --

Profit/(Loss) After Dep. & Taxation 4,01,029 44,007 Add : Balance brought forward from

last year (3,00,46,559) (3,00,90,566

(2,96,45,530) (3,00,46,559)

Less : Prior period expenses 1,21,917 --

Profit/(Loss) available for (2,97,67,447) (3,00,46,559) Appropriation

Balance of Loss carried to B/Sheet (2,97,67,447) (3,00,46,559)

2. REVIEW OF OPERATION :

During the year under review, sales and operation income was at Rs.883.06 lacs as against Rs. 24.03 lacs in previous financial year, and incurred Operating profit was at Rs.4.01 Lcas as against of Rs..44 Lacs in the previous year.

3. DIVIDEND :

In view of Current & carried forward losses, your directors regret their inability to recommend any dividend for the year 2010-2011.

4. INSURANCE :

The company has made necessary arrangement for adequately insuring its insurable interest in various assets.

5. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Article 115 of the Articles of Association of the Company, Mr. R S Lahoti & Mr. Prakash G Jain retire by rotation at the forthcoming Annual General Meeting. Mr. Radheyshyam Lahoti & Mr. Prakash G Jain has offered themselves for reappointment.

6. AUDITORS :

M/s. D.C. Surana & Associates, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The company has received communication from them to the effect that the appointment, if made, would be with in the limits prescribed under Section 224 (1B) of the Companies act, 1956. They are proposed to be appointment as Auditors of the Company for the financial year 2011-2012.

7. AUDITORS ' REPORT :

The comments observations made in the Auditors' Report are self explanatory and therefore, do not call for any further comments under Section 217 (4) of the Companies Act, 1956.

8. PERSONNEL :

During the year under review, the relations with the employees were extremely cordial. Your Directors would like to place on record their warm appreciation for full co-ordination and devoted services rendered by the Employees of your Company.

9. CONSERVATION OF ENERGY, TECHLOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the company except export earnings and expenses during the year are as follows : Export Earnings Rs. Nil/-

Traveling Expenses Rs. Nil.

10. PARTICULARS OF EMPLOYEES U/S 217 (2A) :

a). Employees employed throughout the year and were in receipt of remuneration for the period in aggregate of Rs. 6,00,000/- per year NIL.

b) Employees employed for part of the year and were in receipt of remuneration of Rs.50,000/- per month or more NIL.

11. DIRECTORS RESPONSIBILITY STATEMENT : Your Directors further report that

1. In the Preparation of the annual account, the applicable accounting standard have been followed and that there were no material departure:

2. the accounting policies selected have been applied, on the basis of 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 31st March 2011 and of the Loss of the company for year ended 31.3.2011

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

4. The Directors had prepared the annual accounts on a going concern basis.

12. FIXED DEPOSITS:

The company has not accepted any deposit during the year.

13. ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the valuable support and timely of the financial institutions, government authorities, banks and employees. The co operation and the forbearance of the members are gratefully acknowledged. For and on behalf of the Board of Directors

Sd/- sd/-

R S LAHOTI R A LAHOTI

Place : Mumbai (Director) Director)

Date : 29th August, 2011

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Mar 31, 2010

To The Members of Servotech Engineering Industries Ltd.,

The Directors have pleasure in presenting their Fifteenth Annual Report together with Audited Statement of Accounts of the company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

Current Year Previous Year

Rupees Rupees

Profit/(Loss) before Depreciation and taxation 44,007 (85,285)

Less : Depreciation 21,101 24,878

Provision for Income Tax FOR FBT -- 200

Profit/(Loss) After Dep. &

Taxation 65,108 (1,10,363)

Add : Balance brought forward from

last year (3,00,90,566) (2,99,80,203)

(3,00,46,559) (3,00,90,566)

Less : Prior period expenses ------ ------

Profit/(Loss) available for (3,00,46,559) (3,00,90,566) Appropriation

Balance of Loss carried to B/Sheet (3,00,46,559) (3,00,90,566)

2. REVIEW OF OPERATION :

During the year under review, sales and operation income was at Rs.27.02 lacs as against Rs. 0.08 lacs in previous financial year, and incurred Operating profit was at Rs. 0.44 Lcas as against Loss of Rs.0.85 Lacs in the previous year.

3. DIVIDEND :

In view of Current & carried forward losses, your directors regret their inability to recommend any dividend for the year 2009-2010.

4. INSURANCE :

The company has made necessary arrangement for adequately insuring its insurable interest in various assets.

5. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Article 115 of the Articles of Association of the Company, Mr. R S Lahoti & Mr. Prakash G Jain retire by rotation at the forthcoming Annual General Meeting. Mr. Radheyshyam Lahoti & Mr. Prakash G Jain has offered themselves for reappointment.

6. AUDITORS :

M/s. D.C. Surana & Associates, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The company has received communication from them to the effect that the appointment, if made, would be with in the limits prescribed under Section 224 (1B) of the Companies act, 1956. They are proposed to be appointment as Auditors of the Company for the financial year 2010-2011.

7. AUDITORS ' REPORT :

The comments observations made in the Auditors' Report are self explanatory and therefore, do not call for any further comments under Section 217 (4) of the Companies Act, 1956.

8. PERSONNEL :

During the year under review, the relations with the employees were extremely cordial. Your Directors would like to place on record their warm appreciation for full co-ordination and devoted services rendered by the Employees of your Company.

9. CONSERVATION OF ENERGY, TECHLOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the company except export earnings and expenses during the year are as follows : Export Earnings Rs. Nil/-

Travelling Expenses Rs. Nil.

10. PARTICULARS OF EMPLOYEES U/S 217 (2A) :

a). Employees employed throughout the year and were in receipt of remuneration for the period in aggregate of Rs. 6,00,000/- per year NIL.

b) Employees employed for part of the year and were in receipt of remuneration of Rs. 50,000/- per month or more …………………….. NIL.

11. DIRECTORS RESPONSIBILITY STATEMENT : Your Directors further report that

1. In the Preparation of the annual account, the applicable accounting standard have been followed and that there were no material departure:

2. the accounting policies selected have been applied, on the basis of 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 31st March 2010 and of the Loss of the company for year ended 31.3.2010

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

4. The Directors had prepared the annual accounts on a going concern basis.

12. FIXED DEPOSITS:

The company has not accepted any deposit during the year.

13. ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the valuable support and timely of the financial institutions, government authorities, banks and employees. The co operation and the forbearance of the members are gratefully acknowledged.

For and on behalf of the Board of Directors

Sd/ Sd/-

R S LAHOTI R A LAHOTI

Place : Mumbai (Director) (Director)

Date : 3rd September, 2010