Directors Report of Lloyds Luxuries Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the Twelfth Annual Report of Lloyds Luxuries Limited ("your Company" or "the Company") and Audited Statement of Accounts for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)
Particulars	Current Year 2024-25	Previous Year 2023-24
Income from Operations	4,630.37	4,031.94
Other Income	36.56	77.39
Total Income	4,666.94	4,109.33
Profit before Interest, Depreciation, Extraordinary items & Tax	(170.79)	(801.02)
Less: Finance Cost	-	38.30
Depreciation & Amortization	511.25	512.44
Extraordinary items	-	28.47
Profit/(Loss) before tax	(682.04)	(829.49)
Less: Tax Expenses (Net)
Current Tax Expense	-	-
Deferred Tax	(16.10)	(28.83)
Profit/(Loss) for the Year	(665.94)	(800.66)

2. REVIEW OF OPERATIONS

During the Financial Year 2024-25, the Company demonstrated meaningful progress in its operational performance, achieving a notable increase in revenue and a reduction in net loss, reflecting early traction from our strategic growth efforts.

Operating revenue increased by 14.84%, rising from Rs. 4,031.94 lakhs in FY 2023-24 to Rs. 4,630.37 lakhs in FY 2024-25. This upward trajectory was driven by enhanced brand affinity, improved instore experiences, and a surge in demand via digital platforms. The launch of new stores, combined with elevated interest in our premium grooming services and product lines, notably contributed to this momentum.

In parallel, the Company''s net loss narrowed to Rs. (665.94) lakhs from Rs. (800.66) lakhs in the previous financial year - a positive shift that underscores better cost control and improved operating leverage, even amidst sustained investments in growth.

Key contributors impacting profitability during the year include our investment in new store launches,

continued rollout of new product innovations -

particularly in the beard care category, including premium beard oils - and rising employee benefit expenses to support service excellence across locations. Additionally, the ongoing amortization of past branding, marketing, and pre-operative expenditures has been recognized in the financials, reflecting a more structured and transparent treatment of past capitalized costs.

While short-term profitability remains under pressure due to these foundational investments, these strategic allocations are positioning the Company for robust and sustainable long-term growth. The business continues to prioritize expanding its market reach, strengthening omnichannel engagement, and delivering elevated customer experiences - all while building a leaner, more efficient operational framework.

3. FUTURE OUTLOOK

As Lloyds Luxuries Limited enters an ambitious phase of expansion, we are strategically poised to consolidate our leadership in the premium grooming landscape. With 34 operational barbershops across India, including our newly inaugurated flagship store at Kemps Corner, Mumbai, we continue to move with intent towards our broader vision of establishing 50 distinguished Truefitt & Hill locations. Each new opening is not merely an addition to our footprint â it is a deliberate step in crafting a nationwide network of elite grooming sanctuaries.

In parallel, we are amplifying our market presence through synergistic alliances with reputed salon chains by introducing a shop-in-shop model and enhancing product visibility in high-traffic retail environments. These collaborations enable us to integrate our offerings into curated beauty ecosystems, thereby expanding consumer

touchpoints and leveraging cross-segment

influence. This strategy not only augments brand visibility but also reinforces our premium positioning within the broader luxury self-care domain.

To deepen engagement and reinforce brand recall, we are intensifying our focus on immersive brand activation campaigns and high-visibility outreach initiatives. From partnering with prestigious lifestyle events and acting as exclusive gifting collaborators to launching our own branded assets â including a signature horse racing trophy â we aim to infuse the brand with cultural relevance, prestige, and aspirational value. These initiatives are meticulously curated to resonate with our

clientele, enhancing both brand desirability and emotional connection.

Our e-commerce vertical is emerging as a critical growth lever, unlocking new avenues of consumer acquisition beyond traditional geographies. By fortifying our digital presence and optimizing platform engagement, we are building a seamless bridge between luxury and accessibility, enabling our clientele to interact with the brand across digital and physical spheres with equal elegance.

As we continue to grow, our employees remain the cornerstone of our success. We are committed to fostering a culture of recognition, growth, and loyalty by offering performance-based incentives, ESOPs, and continuous professional development through our in-house training academy. These initiatives not only enhance skill and service quality across all touchpoints but also ensure our team feels valued, empowered, and aligned with the long-term vision of the brand.

With clarity of vision and strength of execution, we are confident that our current trajectory will translate into sustainable long-term value. Every step we take is underpinned by the pursuit of excellence, the power of partnerships, and a singular focus: to elevate men''s grooming into a lifestyle of enduring sophistication.

4. SHARE CAPITAL & CHANGE IN CAPITAL STRUCTURE

As on March 31, 2025, the authorized share capital of the Company stood at Rs. 25,00,00,000/, divided into 2,50,00,000 equity shares of Rs.10/-each. The issued and paid-up equity share capital of the Company as on the same date was Rs. 23,86,36,630/, comprising 2,38,63,663 equity shares of Rs. 10/- each.

Preferential Issue

During the year, the Company allotted 10,00,000 equity shares to Mrs. Alpana Sanjay Dangi on a preferential basis in the Board meeting held on June 7, 2024, pursuant to the approval obtained through Postal Ballot on June 3, 2024.

Employee Stock Option Scheme

During the Financial year 2023-24, the Nomination and Remuneration Committee granted 14,00,852 stock options under the "Lloyds Luxuries Limited Employee Stock Option Scheme - 2023" to eligible employees. This scheme was duly approved by the shareholders through a Postal Ballot conducted on

February 24, 2023.These options are exercisable upon completion of the respective vesting periods, as specified under the Scheme.

In line with the vesting schedule, the Nomination and Remuneration Committee allotted to the "Lloyds Luxuries Employees Welfare Trust":

â¢ 153,299 equity shares on March 15, 2024,

against options vested on April 07, 2024

â¢ 11,872 equity shares on September 30, 2024,

against options vested on November 13, 2024, and

â¢ 1,98,492 equity shares on March 3, 2025,

against options vested on April 7, 2025,

The allotment of these 12,10,364 equity shares resulted in a corresponding increase in the paid-up share capital of the Company as on March 31, 2025. The equity shares issued under the Preferential issue and ESOP Scheme are listed and actively traded on the National Stock Exchange (NSE).

5. DETAILS OF LOCK - IN OF SHARES

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, below are the details of the lock-in Shares of the Company held by Promoters and Public Shareholders:

Name of the Shareholder	Category	Quantity	Lock-in till date
M/s. Plutus Trade & Commodities LLP	Promoter	45,45,000	22.10.2025
Total		45,45,000

6. SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE COMPANIES

During the year under review, none of the companies have become or ceased to be the associate/ subsidiary/ joint venture/ holding Company.

7. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up on standalone basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles. The Company is not required to prepare the Consolidated Financial Statement.

8.	UTILIZATION OF IPO & PREFERENTIAL PROCEEDS
	Original Object	Original Allocation (Rs.in Lakhs)	Funds Utilised till 31^st March, 2025 (Rs.in Lakhs)	Un-utilized amount (Rs.in Lakhs)	Amount of Deviation/Variation for the Financial year according to applicable object
	Financing the expenditure for opening new stores	543.65	543.65	-	Not Applicable
	To repay of short-term borrowings	902.00	902.00	-
	To meet Working Capital requirements	450.00	450.00	-
	General Corporate Purpose	318.10	318.10	-
	To meet issue expenses	186.25	168.94	17.31
	Total	2,400.00	1,902.72	17.31

The Company confirms that there have been no deviations or variations in the utilization of proceeds raised through the Preferential Issue. We further affirm that the entire proceeds have been fully utilized for the purposes as stated in the Letter of Offer.

9. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the Company.

10. TRANSFER TO RESERVES

There is no amount proposed to be transferred to the reserves.

11. DIVIDEND

Your Board do not recommend any dividend on the equity shares of the Company for financial year ended March 31, 2025 considering that the Company is in growth stage and require funds to support its growth objectives.

12. DEPOSITS

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review there were no changes in the composition of Board of Directors of the Company and Key Managerial Personnel. The Board comprises of the following Directors as on March 31, 2025:

1. Mr. Shreekrishna M Gupta (DIN 06726742): Chairman & Non-Executive Director

2. Mr. Prannay Dokkania(DIN 09621091): Managing Director

3. Mrs. Vandini Gupta (DIN 09621161): Non-Executive Director

4. Mr. Aashay Choksi (DIN: 07223156):

Non Executive and Independent Director

5. Mr. Kabir Malhotra (DIN 09630236):

Non Executive and Independent Director

6. Mr.Sushant J Mishra: Chief Financial Officer

7. Ms. Rajalakshmi Pattan Thevar:

Company Secretary & Compliance Officer

Retirement by Rotation

The Board of Directors at its meeting held on 13th June, 2022 appointed Mrs. Vandini Gupta as an additional Non-Executive Director of the Company with immediate effect to hold office up to the date of the ensuing Annual General Meeting of the Company; however, the said appointment was regularized at an Extra-Ordinary General Meeting held on 15^th June, 2022 holding the office for a longer period.

Further, in accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Vandini Gupta (DIN 09621161), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for the re-appointment.

14. REGISTERED OFFICE OF THE COMPANY

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows:

B2, Unit No.3, 2^nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel, Delisle Road, Mumbai - 400013

15. RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly re-conciliation of the total capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital and the report thereon is submitted to the National Stock Exchange of India Limited. The report, inter alia, confirms that the number of shares issued, listed on the Stock exchange and that held in demat mode are in agreement with each other.

16. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE

a. NUMBER OF BOARD MEETINGS

The Board of Directors met 8 times in the Financial Year 2024-25. The details of the Board meetings held are as under:

Sr. No.	Date	No. of Directors presents
1.	12.04.2024	5
2.	26.04.2024	5
3.	15.05.2024	5
4.	07.06.2024	5
5.	30.09.2024	5
6.	22.10.2024	5
7.	16.01.2025	5
8.	31.03.2025	5

b. COMMITTEES OF THE BOARD:AUDIT COMMITTEE

As on 31^st March, 2025, the Audit Committee comprised of following Members:

DIN	Name	Designation
07223156	Mr. Aashay Choksi	Chairperson
09630236	Mr. Kabir Malhotra	Member
09621091	Mr. Prannay Dokkania	Member

Majority of the Members of the Committee are Independent Directors and possess accounting and financial management knowledge. All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

As on 31^st March, 2025, the Nomination & Remuneration Committee comprised of following Members:

DIN	Name	Designation
09630236	Mr. Kabir Malhotra	Chairperson
07223156	Mr. Aashay Choksi	Member
09621161	Mrs. Vandini Gupta	Member
STAKEHOLDER RELATIONSHIP COMMITTEE
As on 31^st March, 2025, the Stakeholder Relationship Committee comprised of following Members:
DIN	Name	Designation
07223156	Mr. Aashay Choksi	Chairperson
06726742	Mr. Shreekrishna Gupta	Member
09621161	Mrs. Vandini Gupta	Member

c. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The

framework of performance evaluation of the Independent Directors captures the following points:

â¢ Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company; and

â¢ Participation of the Directors in the Board proceedings and his/ her effectiveness.

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

d. MEETING OF THE INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on January 16, 2025 inter alia, to:

I. Review the performance of Non-Independent Directors and the Board of Directors as a whole;

II. Review the performance of the Executive Director of the Company taking into account the views of the Directors;

III. Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and implemented.

e. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company in accordance with the provisions of Section 149 (7) of the Companies act, 2013 regarding meeting the criteria of Independence laid down under Section 149 (6) of the Companies Act 2013 and the rules made thereunder.

Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

f. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

are available on the website of the Company https://www.lloydsluxuries.in/. During the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

17 DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESS TO THE AUDIT COMMITTEE

The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

Under the policy, each employee has an assured access to the Chairman of the Audit Committee.The Whistle Blower Policy is displayed on the website of the Company, viz. https://www.llovdsluxuries.in/

18. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year i.e. 31st March, 2025, to which the Financial Statements relate and the date of the report, if any, disclosed in separate respective head.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received, confirm that -

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. They have 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 loss of the Company for that period;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is set out in the Annexure- A to this report.

22. PARTICULARS OF EMPLOYEES

The Statement containing the names and other particulars of the employees of the Company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure- B to this report.

23. AUDITORS

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

A. STATUTORY AUDITOR

Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framed there under, The Company at its 9^th Annual General Meeting held on 13^th September, 2022 had appointed M/s. S. Y Lodha and Associates, Chartered Accountants (ICAI Firm Registration no. 136002W) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 9^th Annual General Meeting till the conclusion of the 14^th Annual General Meeting to be held in the year 2027.

B. AUDITORS REPORT

During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended 31^st March, 2025. The Auditors'' Report for

the Financial Year ended 31^st March, 2025 on the financial statements of the Company is a part of this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

C. SECRETARIAL AUDITOR

The Board of Directors at its meeting held on May 14, 2024 have appointed Mr. Mitesh J Shah (Practicing Company Secretary) having Membership No. 10070

and Certificate of Practice No. 12891 representing Mitesh J Shah & Associates, Practicing Company Secretary Firm as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the Financial Year 2023-24.

Further, the Board at its meeting held on May 15, 2025 has re-appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company, to undertake Secretarial audit of the Company for a period of five years commencing from the Financial Year 2025-26 to Financial Year 2029-30.

SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2024-25 is set out in the Annexure- C to this report and forms integral part of this Annual Report. The said Secretarial Audit Report contains qualifications on fines / penalties as below:

Sr. No.

Observation/Remarks of the PCS

Management Response

The Company has delayed in complying with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to the submission of voting results in XBRL mode within the prescribed timeline for the Eleventh Annual General Meeting held on Fourth September, Two Thousand Twenty-Four. Consequently, a fine of Rupees Ten Thousand only was levied by NSE Limited, where the equity shares of the Company are listed.

The Board acknowledged the fine imposed by NSE and stressed the need for greater care and vigilance in compliance matters. The Company had submitted the voting results in PDF format on 6^th September 2024 and received acknowledgment. The XML file was also generated and uploaded the same day, but due to technical delays on the NSE portal, the upload did not reflect despite multiple attempts.

E. INTERNAL AUDITORS

The Board of Directors at its meeting held on 14^th May, 2024 have appointed M/s. Todarwal & Todarwal LLP .(Firm Registration No. 111009W), Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the FinancialYear 2024-25.

Further, the Board at its meeting held on 15^th May, 2025 has re-appointed M/s. Todarwal & Todarwal LLP (Firm Registration No. 111009W), as the Internal Auditor of the Company for Financial Year 2025-26 for conducting the Internal Audit.

24. MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

25. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company i.e. https://www.lloydsluxuries.in/.

26. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

27 RISK MANAGEMENT

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

28. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company''s website- https://www.lloydsluxuries.in/ under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:

29. EMPLOYEE STOCK OPTION SCHEME/PLAN

The Members of the Company via Postal Ballot conducted on 24^th February, 2023, approved the Lloyds Luxuries Limited Employees Stock Option Scheme - 2023 ("Schemeâ) to create, grant, offer, issue and allot under the Scheme, in one or more tranches not exceeding 18,40,000 (Eighteen Lakhs Forty Thousand) Employee Stock Options ("Optionsâ)(or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time), to the Employees and Directors of the Company (as defined in the scheme), its Group Company including its Subsidiary Company or its Associate Company in India or outside India or of a Holding company of the Company, and to such persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme (as permitted under the applicable laws), exercisable into not more than 18,40,000 (Eighteen Lakhs Forty Thousand) Equity Shares ("Sharesâ) of face value of Rs. 10/- each.

obtained the certificate from the Secretarial Auditor of the Company stating that the Scheme has been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the Members of the Company through Postal Ballot dated 24^th February, 2023.

In line with the vesting schedule, the Nomination and Remuneration Committee allotted to the "Lloyds Luxuries Employees Welfare Trust":

â¢ 153,299 equity shares on March 15, 2024,

against options vested on April 07, 2024

â¢ 11,872 equity shares on September 30, 2024,

against options vested on November 13, 2024, and

â¢ 1,98,492 equity shares on March 3, 2025,

against options vested on April 7, 2025,

Pursuant to the Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 , company is required to take a certificate from the Secretarial Auditor that the scheme is implemented in accordance with the applicable regulations and the same has to be placed in the general meeting. The aforesaid certificate is attached as a part of the the Annual Report as Annexure D and is also available for inspection by the Members of the Company in electronic mode at https://www.lloydsluxuries.in/.

30. LOANS, INVESTMENTS AND GUARANTEE:

The particulars of investments made and loans granted by the Company as covered under the

provisions of Section 186 of the Companies Act, 2013 are given in the notes to Standalone Financial Statements forming part of the Annual Report. Further, your Company has not extended corporate guarantee on behalf of any other Company, during the year under review.

31. RELATED PARTY TRANSACTIONS:

All Contracts/transactions/arrangements entered by the Company during the Financial Year ended 31^st March, 2025 with the Related Parties were in ordinary course of Business and on an Arm''s Length Basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the regulations. Further, there were no transactions with related parties which qualify as material transactions under the regulations. All transactions with related parties were reviewed and approved by the Audit Committee.

Particulars of contracts or arrangements or transactions with related parties referred to in Section 188 of the Companies Act, 2013, in the prescribed form AOC-2 is set out in the Annexure- E to this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Information on conservation of energy and technology absorption, which is required to be given pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is not applicable to the company.

> Foreign Exchange Earnings and Outgo Foreign Currency Earnings: - NIL Foreign Currency Expenditure:-

(Rs. In Lakhs)
Particulars	Current Year
Purchase	369.53
Royalty	247.52
Legalization of Documents	25.11

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

''Prevention of Sexual Harassment Policy'' in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received : Nil

b. No. of complaints disposed of: Not Applicable

c. No. of complaints pending : Nil

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the ongoing concern status of the Company and its future operations.

35. CORPORATE GOVERNANCE

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (''LODR)'' are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

36. CORPORATE SOCIAL RESPONSIBILITY

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

37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2024-25 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

38. DETAILS OF DIFFERENCES 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

Your company has not made any one time settlement with any of its lenders.

39. LISTING OF SHARES

The Equity Shares of the Company are continued to be listed and actively traded on the National Stock Exchange of India Limited (NSE). The listing fees payable for the financial year 2024-25 has been paid to the National Stock Exchange of India Limited. (NSE)

40. DEMATERIALIZATION OF SHARES

As on 31^st March, 2025 there were 2,38,63,663 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 100% of the total issued, subscribed and paid-up capital of the Company

41. COMPLIANCE WITH SECTIONRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

42. GENERAL DISCLOSURES:

Your directors'' state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during the Financial Year 2024 -25:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. Instances with respect to voting rights not exercised directly by the employees of Company

c. Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company

d. There is no requirement of web link of policy for determining ''material'' subsidiaries is disclosed as Company has no subsidiaries during 2024-25.

43. ENCLOSURES:

a. Annexure - A : Management Discussion and Analysis Report;

b. Annexure - B : Particulars of employees;

c. Annexure - C : Secretarial Auditors Report in Form No. MR-3; and

d. Annexure - D : ESOP Compliance Certificate

e. Annexure - E : AOC -2.

44. ACKNOWLEDGEMENT

Your Directors place on records their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

Mar 31, 2024

The Board of Directors are pleased to present the Eleventh Annual Report of Lloyds Luxuries Limited ("your Company" or "the Company") and Audited Statement of Accounts for the Financial Year ended 31^sâ March, 2024.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)
Particulars	Current Year 2023-24	Previous Year 2022-23
Income from Operations	4,031.94	3,374.50
Other Income	77.39	63.19
Total Income	4,109.33	3,43769
Profit before Interest, Depreciation, Extraordinary items & Tax	(801.02)	(415.65)
Less: Finance Cost	38.30	66.29
Depreciation & Amortization	512.44	219.49
Extraordinary items	28.47	4.17
Profit/(Loss) before tax	(829.49)	(419.82)
Less: Tax Expenses (Net)
Current Tax Expense	-	#1BB-
Deferred Tax	(28.83)	9.71
Profit/(Loss) for the Year	(800.66)	(429.53)

2. REVIEW OF OPERATIONS

During the Financial Year 2023-24, the company experienced significant growth in operating revenue as compared to the previous FinancialYear. This achievement is a result of the hard work and dedication of our team, as well as the successful implementation of our strategic initiatives.

The operational revenue increased by 19.48%, rising from Rs. 3,374.50 Lakhs in the previous year to Rs. 4,031. 94 Lakhs this year. Gaining the loyalty of our customers and members has been a testament to our remarkable sales growth and a stronger connection with our target audience. Additionally, we have seen a significant push in sales from our online platforms. By capitalizing on emerging trends and market opportunities, we''ve consistently outpaced the competition, ensuring continued satisfaction and dedication among our valued customers and members.

For the Financial Year 2023-24, your company recorded a loss of Rs. (800.66) Lakhs compared to a net loss of Rs. (429.53) Lakhs in the previous year. Several key factors have contributed to this outcome:

Employee Benefit Expenses:

The increase in employee benefit expenses is primarily due to the issuance of shares under the Employee Stock Options Scheme - 2023. This initiative recognizes the hard work and commitment of our employees, fostering a sense of ownership and long-term commitment. Retaining top talent is crucial for our sustained success, and offering shares helps secure the loyalty and dedication of our team, ensuring their continued engagement and motivation.

Investment in Talent and Expansion:

We have In house academy in which significant investments have been made in hiring and training new technicians to enhance our service quality. Additionally, we have established two new stores, essential for your business expansion and presence in key locations. These strategic investments are aimed at driving future growth and ensuring our competitive edge in the market.

Administrative Expenses:

During the COVID-19 pandemic, our administrative expenses were lower due to various forms of financial relief we received. However, now that the pandemic has subsided and conditions have normalized, these relief measures have been withdrawn, leading to an increase in our administrative expenses, which has impacted our profit.

Amortization of Expenses:

This financial year, we have initiated the amortization of expenses related to Branding & Marketing and Pre-operative activities from previous years. These expenses were categorized previously under the head " Other Non-Current Assets" on the Asset side of the Balance sheet since future economic benefits attributable to these expenses would flow to the enterprise and the cost can be measured reliably. We are now starting to witness the positive impact of these investments. As we proceed with the amortization, these previously incurred expenses are starting to yield concrete benefits as determined.

While our financials currently show losses, it''s important to understand that the company is in a dynamic and growing stage. Significant capital expenditures have been strategically made to drive future growth, including enhancing our product ranges, implementing new service offerings, upgrading infrastructure and implementing advanced technologies. Our commitment to future growth includes expanding our market presence,

capturing new customer bases, and retaining our skilled and dedicated employees.

3. FUTURE OUTLOOK

Post-COVID, the market dynamics have rebounded significantly. Customers who had previously stopped visiting our barber shops are now returning, leading to boost in revenue. We are currently in a growth phase, strategically expanding our footprint into promising and untapped locations. Currently we have 33 barber shops and expecting to reach 50 barber shops. This expansion is expected to provide a substantial boost to our revenues and overall growth trajectory.

In addition to expanding with new barber shops, we are in the pace of expanding footprints via retail, hotel, weddings, events and corporate gifting. This approach will enable us to diversify our offerings and provide an even wider array of products and services to unique customers. Partnering with other businesses allows us to tap into their expertise and resources, adopt their successful business models, improve our service capabilities, and simultaneously boost our revenue streams.

Moreover, to attract more customers, we are participating in series of events and promotions. These initiatives are designed to engage with new customers and drive them to our barber shops to have the service experience which results in to increase in new footfalls converting to revenue, an increase in the visibility and awareness of the brand, stronger market positioning, and expansion in market reach.

E-commerce has become an indispensable part of the service industry, offering unparalleled reach and convenience to customers. Your company has capitalized on this trend by listing the products on various e-commerce platforms, significantly boosting our revenue over the past year. Building on this success, we are now focusing on further enhancing and promoting our presence on these platforms. By leveraging the reach and convenience of e-commerce, we aim to attract a broader customer base despite of geographical barriers, increase our market penetration, and drive sustained growth in our sales and services.

Recognizing the evolving preferences of its customers, the company has expanded its offerings to include new services tailored for face, hair, and beard care. Furthermore, the company is actively planning to introduce more innovative services in the near future to meet the growing demands and expectations of its clientele.

Investing in employee training will be crucial for maintaining efficiency and upholding high

standards as we move forward. With ongoing integration of new technologies and process refinements, it is essential that our team continuously acquires the latest skills and knowledge. By prioritizing comprehensive training, we will ensure our employees are well-prepared to manage these advancements, thereby enhancing uniformity in their performance and the quality of service we provide to our customers at all barber shops.

We are excited about the future and remain committed to our vision. Our efforts today are designed to secure a brighter and more prosperous tomorrow, and we are confident that we are on the right path to achieving our goals.

4. SHARE CAPITAL & CHANGE IN CAPITALSTRUCTURE

The authorized share capital of the Company as on 31^st March, 2024 is Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Nominal value of Rs. 10/- each whereas the issued and paid-up Equity Share Capital of the Company as on 31^st March, 2024 stood at Rs. 22,65,32,990/- divided into 2,26,53,299 Equity Shares of Nominal value of Rs. 10/- each.

During the year, the Nomination and Remuneration Committee granted 14,00,852 options under the "Lloyds Luxuries Limited Employee Stock Option Scheme-2023" to eligible employees. This scheme was approved by the company''s members via Postal Ballot on February 24, 2023.Employees can exercise these options after the vesting period specified in the scheme. On March 15, 2024, the Nomination and Remuneration Committee allotted 1,53,299 shares to the "Lloyds Luxuries Employees Welfare Trust" as the vesting period for these options vested on 08.04.2024. The allotment of these 1,53,299 shares led to a change in the paid-up share capital of the company as of March 31, 2024.The shares granted under the ESOP Scheme are admitted for trading in NSE and are actively traded in the NSE.

5. DETAILS OF LOCK - IN OF SHARES

Name of the Shareholder	Category	Quantity	Lock-in till date
M/s. Plutus Trade & Commodities LLP	Promoter	45,45,000	22.10.2025
Total		45,45,000

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, none of the companies have become or ceased to be the associate/ subsidiary/ joint venture/ holding Company.

7. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up on standalone basis, for the financial year ended March 31, 2024, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles. The Company is not required to prepare the Consolidated Financial Statement.

8. UTILIZATION OF IPO PROCEEDS

Original Object	Original Allocation (Rs.in Lakhs)	Funds Utilised till 31^st March, 2024 (Rs.in Lakhs)	Un-utilized amount (Rs. in Lakhs)	Amount of Deviation/Variation for the Financial year according to applicable object
Financing the expenditure for opening new stores	LBK 543.65	\^K\| ''* 356.17	18748	Not Applicable
To repay of short-term borrowings	902.00	902.00	-
To meet Working Capital requirements	450.00	41745	32.56
General Corporate Purpose	318.10	58.16	259.94
To meet issue expenses	186.25	168.94	1731
Total	2,400.00	1,902.72	49728

9. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the Company.

10. TRANSFER TO RESERVES

There is no amount proposed to be transferred to the reserves.

11. DIVIDEND

Your Board do not recommend any dividend on the equity shares of the Company for financial year ended March 31, 2024 considering that the Company is in growth stage and require funds to support its growth objectives.

12. DEPOSITS

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review there are following changes in the composition of Board of Directors of the Company and Key Managerial Personnel:

Mr. Shreekrishna M Gupta (DIN 06726742)

Mr. Shreekrishna Gupta, Non-Executive Director on the Board of the Company was designated as the Chairman of the Board of Directors of the Company with effect from 13^th June, 2022 holding the office for a longer period.

Further, in accordance with the provisions of Companies Act, 2013 and the Articles of

Association of the Company, Mr. Shreekrishna M Gupta (DIN 06726742) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for the

ic-,appointment.

Company Secretary and Compliance Officer:

a) Resignation of Ms. Shubhada M Shirke (ACS: 66511) from the office of Company Secretary and Compliance Officer:

Ms. Shubhada M Shirke (ACS: 66511 ) resigned from the Office of Company Secretary and Compliance Officer from the closure of business of 02nd December, 2023 vide her resignation letter dated 02nd December, 2023 thanking the Board and Management for discharging her duties. The Board of Directors took a note of her resignation in the Meeting held on 08th December, 2023.

b) Appointment of Ms. Rajalakshmi Pattan Thevar (ACS: 64317) as Company Secretary and Compliance Officer:

Ms. Rajalakshmi Pattan Thevar (ACS: 64317) was appointed as a Company Secretary and Compliance Officer of the Company from 08th December, 2023 by the Board of Directors in their Meeting held on 08th December, 2023. She possesses all the requisite qualifications required for the office of Company Secretary and Compliance Officer.

14. CHANGES IN REGISTERED OFFICE OF THECOMPANY

During the year under review, the Registered Office of the Company has been shifted from Trade World,

''C'' Wing, 16th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (W), Mumbai City, Mumbai, Maharashtra, India, 400013 to B2, Unit No. 3, 2^nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel, Delisle Road Mumbai - 400013 with effect from 09^th February, 2024.

15. RECONCILIATION OF SHARE CAPITAL AUDIT

16. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCEa. NUMBER OF BOARD MEETINGS

The Board of Directors met 6 times in the Financial Year 2023-24. The details of the Board meetings held are as under:

Sr. No.	Date	No. of Directors presents
1.	08.04.2023	5
2.	26.05.2023	5
3.	15.09.2023	3
4.	13.11.2023	5
5.	08.12.2023	5
6.	09.02.2024	5

b. COMMITTEES OF THE BOARD:AUDIT COMMITTEE

As on 31^st March, 2024, the Audit Committee comprised of following Members:

DIN	Name	Designation
07223156	Mr. Aashay Choksi	Chairperson
09630236	Mr. Kabir Malhotra	Member
09621091	Mr. Prannay Dokkania	Member

NOMINATION & REMUNERATION COMMITTEE

As on 31^st March, 2024, the Nomination & Remuneration Committee comprised of following Members:

DIN	Name	Designation
09630236	Mr. Kabir Malhotra	Chairperson
07223156	Mr. Aashay Choksi	Member
09621161	Mrs. Vandini Gupta	Member

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31^st March, 2024, the Stakeholder Relationship Committee comprised of following Members:

\|din	Name	Designation
07223156	Mr. Aashay Choksi	Chairperson
06726742	Mr. Shreekrishna Gupta	Member
09621161	Mrs. Vandini Gupta	Member

c. ANNUAL EVALUATION OF PERFORMANCE OF THEBOARD, ETC.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

â¢ Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company; and

â¢ Participation of the Directors in the Board proceedings and his/ her effectiveness.

d. MEETING OF THE INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on February 09, 2024 inter alia, to:

I. Review the performance of Non-Independent Directors and the Board of Directors as a whole;

II. Review the performance of the Executive Director of the Company taking into account the views of the Directors;

III. Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and implemented.

e. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

f. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes conducted by the Company during the last financial year are available on the website of the Company https:// www.lloydsluxuries.in/. During the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESS TO THE AUDIT COMMITTEE

Under the policy, each employee has an assured access to the Chairman of the Audit Committee.The Whistle Blower Policy is displayed on the website of the Company, viz. https://www.lloydsluxuries.in/

18. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year i.e. 31^st March, 2024, to which the Financial Statements relate and the date of the report, if any, disclosed in separate respective head.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received, confirm that -

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

4. They have prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

21. MANAGEMENT DISCUSSION & ANALYSISREPORT

22. PARTICULARS OF EMPLOYEES

23. AUDITORS

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

A. STATUTORY AUDITOR

B. AUDITORS REPORT

The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended 31^st March, 2024. The Auditors'' Report for the Financial Year ended 31^st March, 2024 on the financial statements of the Company is a part of this Annual Report.

C. SECRETARIAL AUDITOR

The Board of Directors at its meeting held on May 26, 2023 have appointed Mr. Mitesh J Shah (Practicing Company Secretary) having Membership No. 10070 and Certificate of Practice No. 12891 representing Mitesh J Shah & Associates, Practicing Company Secretary Firm as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the Financial Year 2023-24.

D. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2023-24 is set out in the Annexure- C to this report and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

Further, the Board at its meeting held on May 14, 2024 has re-appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company, to undertake Secretarial audit of the Company for the Financial Year 2024-25.

E. INTERNAL AUDITORS

The Board of Directors at its meeting held on 26^th May, 2023 have appointed M/s. L.B. Kale and Co. (Firm Registration No. 121957W), Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the FinancialYear 2023-24.

Further, the Board at its meeting held on 14^th May, 2024 has appointed M/s. Todarwal & Todarwal LLP (Firm Registration No. 111009W), as the Internal Auditor of the Company for Financial Year 2024-25 for conducting the Internal Audit.

24. MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

25. ANNUAL RETURN:

26. INTERNAL FINANCIAL CONTROLS

27 RISK MANAGEMENT

28. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company''s website- https://www.lloydsluxuries. in/under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time.
Code of Conduct for Board & Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	Your Board has framed the policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel ("KMP"), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
Policy for Making Payments to NonExecutive Director	The Policy contains the rules for making payments to Non-Executive Directors as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations. 2015.
Policy on Criteria for Determining Materiality of Events	This policy applies for determining and disclosing material events taking place in the Company.
Policy on Materiality of Related Party Transaction	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Terms & Conditions of appt. of Independent Directors	The Policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers.
Whistle Blower Policy	The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.


	Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("PIT Amendment Regulations") mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").
	Policy for Evaluation of the Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).
	Insider Trading Policy	Your Company has adopted the Policy to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information.
	Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of "Legitimate purposes for sharing UPSI"
		The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
	Policy on Preservation of the Documents	The policy deals with the retention of corporate records of the Company.

29. EMPLOYEE STOCK OPTION SCHEME/PLAN

The Members of the Company via Postal Ballot conducted on 24^th February, 2023, approved the Lloyds Luxuries Limited Employees Stock Option Scheme - 2023 ("Scheme") to create, grant, offer, issue and allot under the Scheme, in one or more tranches not exceeding 18,40,000 (Eighteen Lakhs Forty Thousand) Employee Stock Options ("Options")(or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time), to the Employees and Directors of the Company (as defined in the scheme), its Group Company including its Subsidiary Company or its Associate Company in India or outside India or of a Holding company of the Company, and to such persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme (as permitted under the applicable laws), exercisable into not more than 18,40,000 (Eighteen Lakhs Forty Thousand) Equity Shares ("Shares") of face value of Rs. 10/- each.

30. LOANS, INVESTMENTS AND GUARANTEE:

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Standalone Financial Statements forming part of the Annual Report. Further, your Company has not extended corporate guarantee on behalf of any other Company, during the year under review.

31. RELATED PARTY TRANSACTIONS:

All Contracts/transactions/arrangements entered by the Company during the Financial Year ended 31^st March, 2024 with the Related Parties were in ordinary course of Business and on an Arm''s Length

Basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the regulations. Further, there were no transactions with related parties which qualify as material transactions under the regulations. All transactions with related parties were reviewed and approved by the Audit Committee.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO.

> Foreign Exchange Earnings and Outgo Foreign Currency Earnings: - NIL Foreign Currency Expenditure:-

(Rs. In Lakhs)
Particulars	Current Year
Purchase	800.42
Royalty	225.77
Legalization of Documents	6.12

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In your company, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. Every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Lloyds Luxuries Limited. The Company also has in place ''Prevention of Sexual Harassment Policy'' in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received : Nil

b. No. of complaints disposed of: Not Applicable

c. No. of complaints pending : Nil

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the ongoing concern status of the Company and its future

operations.

35. CORPORATE GOVERNANCE

36. CORPORATE SOCIAL RESPONSIBILITY

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

37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2023-24 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

Your company has not made any one time settlement with any of its lenders.

39. LISTING OF SHARES

40. DEMATERIALIZATION OF SHARES

As on 31^st March, 2024 there were 2,25,63,299 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 100% of the total issued, subscribed and paid-up capital of the Company.

41. COMPLIANCE WITH SECTIONRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

42. GENERAL DISCLOSURES:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. Instances with respect to voting rights not exercised directly by the employees of

Company

c. Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company

d. There is no requirement of web link of policy for determining ''material'' subsidiaries is disclosed as Company has no subsidiaries during 2023-24.

43. ENCLOSURES:

a. Annexure - A : Management Discussion and Analysis Report;

b. Annexure - B : Particulars of employees;

c. Annexure - C : Secretarial Auditors Report in Form No. MR-3; and

d. Annexure - D : ESOP Compliance Certificate

e. Annexure - E : AOC -2.

44. ACKNOWLEDGEMENT

Mar 31, 2023

Your Board of Directors are pleased to present the
Tenth Annual Report on the business and operations
of Lloyds Luxuries Limited and Audited Statement of
Accounts for the Financial Year ended 31^st March, 2023.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE
COMPANY

Particulars	Current Year	Previous Year
	2022-23	2021-22
Income from Operations	3,374.50	2,06773
Other Income	63.19	20.36
Total Income	3,43769	2,088.09
Profit before Interest, Depreciation, Extraordinary items & Tax	(129.87)	279.19
Less: Finance Cost	66.29	4.16
Depreciation	219.49	26768
Extraordinary items	4.17	0
Profit/(Loss) before tax	(419.82)	734
Less: Tax Expenses (Net)
Current Tax Expense	0	1.15
Deferred Tax	9.71	(8.34)
Profit/(Loss) for the Year	(429.53)	14.54

During the Financial Year 2022-23, the company
experienced significant growth in operating
revenue as compared to the previous Financial
Year. This is a testament to the hard work and
dedication of our team, as well as the successful
implementation of our strategic initiatives.

Our operating revenue has increased by 63.20%
to Rs. 3374.50 Lakhs from Rs. 2067.73 Lakhs in
the previous year. Our innovative approach and
commitment to delivering exceptional products
and services have resonated with our target
audience and members, resulting in increased
sales and customer loyalty. We have also been
able to capitalise on emerging trends and market
opportunities, allowing us to stay ahead of the
competition and retain our loyal customers and
members. Furthermore, following Covid-19, clients
who had stopped using services due to Covid-19
restriction have started them again.

For the Financial Year 2022-23, your Company
recorded a loss of Rs. (429.53) Lakhs as against a
net profit of Rs. 14.54 Lakhs in the last year. There
are several factors that have contributed to this
loss. Firstly, we have increased our expenditure
on advertising and branding efforts in order to

expand our market reach and increase customer
awareness. While these investments are necessary
for long-term growth, they have had a negative
impact on our bottom line in the short term.

Additionally, we have invested heavily in hiring
and training new technicians to improve the quality
of our services and set up new stores. While this
investment is important for delivering exceptional
customer experiences, it has also increased our
operating costs

Lastly, we have experienced an increase in lease
rentals paid for our facilities and equipment. This
has further added to our expenses and contributed
to the overall loss.

While these results are disappointing, it is important
to remember that we made these investments
with the intention of driving future growth and
profitability. We believe that these initiatives will
position us well for success in the coming years.

We further want to draw your attention to our
previous financials of our company:

"The auditors remark on note no. 24 (n) regarding
the manner of accounting for branding, marketing
& initial set up cost incurred, accounted under the
head "Other Non-current Assets"

While Section (3) of AS 26 indicates that the
standards applied to expenditure on advertising, it
is not specific on Branding Marketing & initial set up
expenses. Hence auditors have put a qualification
note.

However, management has taken a lead from
Section 20 of AS 26, which clearly state that,

An intangible asset should be recognised, if and
only if,

â¢ It is probable that the future economic benefit
that will attribute to the asset will flow to the
enterprise.

â¢ The cost of the asset can be measured reliably.

We have discussed and taken their opinion on
the same. Since we are in the early stages and
in process of brand building, the benefit of these
expenses will accrue over longer period of time.
Based on above facts the management has taken
decision that the brand building expenses till F.Y.
2021 - 22 are capitalised and amortised over the
period of 10 years from F.Y. 2025 - 26, which is
within the scope of AS 26." The correct treatment
as per AS 26 has been initiated in the restated
financials.

We will be conducting a thorough review of our
financial performance and identifying areas where
we can make improvements. Our focus will be on
optimizing our expenses, improving operational
efficiency, and exploring new revenue streams.

We are taking this situation seriously and are
committed to making the necessary changes to
turn our financial performance around. We will
keep you updated on our progress and any further
actions that we plan to take and will work towards
restoring profitability and ensuring the long-term
success of our company.

2. FUTURE OUTLOOK

We had some challenges in the past financial year,
resulting in significant losses. However, we are
confident that with the right strategies and actions,
we can turn the situation around and restore
profitability.

Firstly, we plan to open new barber shops in
strategic locations. These new shops will help us
to expand our customer base and increase our
market share. We have conducted thorough market
research to identify areas with niche locations.

By opening these new stores, we aim to attract new
customers and generate additional revenue.

In addition to the new barber stores, we also plan
to add business development "shop-in-shop"
outlets in other retail formats. This will allow us to
diversify our offerings and provide products to our
customers. By partnering with other businesses,
we can leverage their expertise and resources
while increasing our revenue streams.

To further boost our sales, we will be focusing on
increasing our online presence and expanding
our reach in the digital space. We plan to invest in
digital marketing strategies, such as search engine
optimization (SEO) and social media advertising, to
attract more online customers. We also plan to sale
our products via leading online market places.

To improve our cost structure, we will be revising
the prices of our services and products. This will
involve conducting a thorough analysis of our
pricing strategy and ensuring that our prices are
competitive in the market. We will also negotiate
better deals with our suppliers and explore
opportunities for bulk orders to reduce the cost of
our products.

Furthermore, we will implement effective inventory
management practises to reduce costs. By having
proper stocks in place and optimising our supply
chain, we can avoid overstocking or stockouts,
which can lead to unnecessary expenses. This will
help us streamline our operations and improve our
overall efficiency.

To support these initiatives, we will invest in
talent development and training programmes
for our employees. By providing them with the
necessary skills and knowledge, we can enhance
their performance and ensure that they deliver
exceptional service to our customers. We believe
that investing in our employees is crucial for the
long-term success of our company.

Lastly, we will maintain a strong focus on financial
discipline and risk management. We will closely
monitor our cash flow, implement cost control
measures, and ensure compliance with all
regulatory requirements. By maintaining a solid
financial foundation, we can navigate any potential
challenges and seize opportunities for growth.

We are fully committed to turning our financial
performance around and ensuring the long-term
success of our company.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate its
Financial Statements for the financial year ended
31^st March, 2023 as the Company does not have any
subsidiary or associate or joint venture Company.

4. SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE
COMPANIES

During the year under review, none of the
companies have become or ceased to be the
associate/ subsidiary/ joint venture/ holding
Company.

5. DETAILS OF INITIAL PUBLIC OFFER & LISTING

We are pleased to inform you that the Company had
made an Initial Public Offer of 60,00,000/- Equity
Shares of Rs. 10/- each at an issue price of Rs. 40/-
each (including the share premium of Rs. 30/- per
Equity Share) vide prospectus dated 21^st September,
2022 on the SME platform of the National Stock
Exchange of India Limited i.e. NSE EMERGE.

The IPO had received an exceptional response from
the public.The issue was over-subscribed on overall
basis. The Initial Public Offer was subscribed 6.39
times. The public issue subscribed 1.81 times in the
retail category and 11.54 times in the NII category.

The Equity Shares of the Company got listed on the
NSE Emerge with effect from 11^th October, 2022.

6. SHARE CAPITAL

The authorized share capital of the Company as
on 31^st March, 2023 is Rs. 25,00,00,000/- divided
into 2,50,00,000 Equity Shares of Nominal value
of Rs.10/- each whereas the issued and paid-
up Equity Share Capital of the Company as on
31^st March, 2023 stood at Rs. 22,50,00,000/- divided
into 2,25,00,000 Equity Shares of Nominal value of
Rs. 10/- each.

7 UTILIZATION OF IPO PROCEEDS

Original Object	Original Allocation (Rs.in Lakhs	Funds Utilised till 31st March, 2023 (Rs.in Lakhs)	Un-utilized amount (Rs.in Lakhs)	Amount of Deviation/Variation for the Financial year according to applicable object
Financing the expenditure for opening new stores	543.65	234.64	309.01	Not Applicable
To repay of short-term borrowings	902.00	902.00	-
To meet Working Capital requirements	450.00	226.34	223.66
General Corporate Purpose	318.10	25.54	292.56
To meet issue expenses	186.25	168.94	1731
Total	2,400.00	1,557.46	842.54

8. DETAILS OF LOCK - IN OF SHARES

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, below are the details of the lock-in Shares of the Company held by Promoters and Public
Shareholders:

Name of the Shareholder	Category	Quantity	Lock-in till date
Mr. Shreekrishna Gupta	Promoter	1	22.10.2023
M/s. Plutus Trade & Commodities LLP	Promoter	45,45,000	22.10.2025
		11954994	22.10.2023
Mr. Madhur Gupta	Promoter Group	1	22.10.2023
Mr. Ravi Agarwal	Promoter Group	1	22.10.2023
Mr. Deepak Sen	Public Shareholder	1	22.10.2023
Mr. Lalit Sharma	Public Shareholder	1	22.10.2023
Mr. Kailash Parihar	Public Shareholder	1	22.10.2023
Total		1,65,00,000

9. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in
the nature of business of the Company.

10. TRANSFER TO RESERVES

The Board of the Company did not propose to
transfer any amount to any reserves.

11. DIVIDEND

The Directors have not recommended any dividend
for the financial year ended 31^st March, 2023.

12. DEPOSITS

The Company has not invited /accepted any
deposits from the public falling within the ambit
of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review there are following
changes in the composition of Board of Directors
of the Company and Key Managerial Personnel:

Mrs. Vandini Gupta (DIN 09621161)

The Board of Directors at its meeting held on
13^th June, 2022 appointed Mrs. Vandini Gupta as an
additional Non-Executive Director of the Company

with immediate effect to hold office up to the date
of the ensuing Annual General Meeting of the
Company; however the said appointment was
regularized at an Extra-Ordinary General Meeting
held on 15^th June, 2022.

Further, in accordance with the provisions of
Companies Act, 2013 and the Articles of Association
of the Company, Mrs. Vandini Gupta (DIN 09621161)
Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being
eligible, offers herself for the re-appointment.

Mr. Shreekrishna Gupta (DIN 06726742)

Mr. Shreekrishna Gupta, Non-Executive Director on
the Board of the Company was designated as the
Chairman of the Board of Directors of the Company
with effect from 13^th June, 2022.

Mr. Aashay Choksi (DIN: 07223156)

The Board of Directors at its meeting held on
13^th June, 2022 appointed Mr. Aashay Choksi as an
additional Non-Executive Independent Director of
the Company with immediate effect to hold office
up to the date of the ensuing Annual General
Meeting of the Company; however, the said
appointment was regularized at an Extra-Ordinary
General Meeting held on 15^th June, 2022 to hold the

office for the first term of Five years commencing
from 13^th June, 2022.

Mr. Kabir Malhotra (DIN 09630236)

The Board of Directors at its meeting held on
13^th June, 2022 appointed Mr. Kabir Malhotra as
an additional Non-Executive Independent Director
of the Company with immediate effect to hold
office up to the date of the ensuing Annual General
Meeting of the Company. However, the said
appointment was regularized at an Extra-Ordinary
General Meeting held on 15^th June, 2022 to hold the
office for the first term of Five years commencing
from 13^th June, 2022.

Mr. Prannay Dokkania (DIN 09621091)

During the year under review, Mr. Prannay Dokkania
ceased to be the Manager of the Company and
was appointed as the ''Managing Director'' of the
Company. The said appointment was approved
and recommended to the Members by the Board
of Directors at its meeting held on 5^th July, 2022.
Further, the said appointment was approved by
the Members with immediate effect for a term of
5 years at an Extraordinary General Meeting of the
Company held on 5^th July, 2022.

Mr. Shyam Dandriyal (DIN: 00016648)

Mr. Shyam Dandriyal has resigned from the office
of an Independent Director of the Company with
effect from 13^th June, 2022. The Board of Directors
of the Company appreciates the invaluable services
rendered by him during the tenure.

Mr. Rajashekhar Alegavi (DIN 03584302)

Mr. Rajashekhar Alegavi has resigned from the office
of an Independent Director of the Company with
effect from 13^th June, 2022. The Board of Directors
of the Company appreciates the invaluable services
rendered by him during the tenure.

14. CHANGES IN CORPORATE OFFICE OF THE
COMPANY

During the year under review, the Corporate
Office of the Company has been shifted from A2,
2^nd Floor, Madhu Estate, Pandurang Budhkar Marg,
Lower Parel, Mumbai - 400013 to B2, Unit No. 3,
2^nd Floor, Madhu Estate, Pandurang Budhkar Marg,
Lower Parel, Mumbai - 400013 with effect from
30^th May, 2022 for keeping and maintaining the
Books of Accounts and other relevant papers of the
Company.

15. RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing
Company Secretary carries out the quarterly reÂ¬
conciliation of the total Share capital held with the
National Security Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL)

and the total issued and listed share capital and the
report thereon is submitted to the National Stock
Exchange of India Limited. The report, inter alia,
confirms that the number of shares issued, listed
on the Stock exchange and that held in demat
mode are in agreement with each other.

16. DISCLOSURE RELATED TO BOARD AND
CORPORATE GOVERNANCE

a. NUMBER OF BOARD MEETINGS

The Board of Directors met 16 times in the Financial
Year 2022-23. The details of the Board meetings
held are as under:

Sr. No.	Date	No. of Directors presents
1.	1705.2022	3
2.	30.05.2022	3
3.	13.06.2022	3
4.	1706.2022	4
5.	05.072022	5
6.	21.072022	5
7.	12.08.2022	5
8.	24.08.2022	4
9.	30.08.2022	4
10.	05.09.2022	2
11.	21.09.2022	4
12.	06.10.2022	5
13.	0710.2022	5
14.	10.10.2022	5
15.	11.11.2022	5
16.	21.01.2023	5

b. COMMITTEES OF THE BOARD:

AUDIT COMMITTEE

As on 31^st March, 2023, the Audit Committee
comprised of following Members:

DIN	Name	Designation
07223156	Mr. Aashay Choksi	Chairperson
09630236	Mr. Kabir Malhotra	Member
09621091	Mr. Prannay Dokkania	Member

Majority of the Members of the Committee are
Independent Directors and possess accounting
and financial management knowledge. All the
recommendations made by the Audit Committee
are accepted and implemented by the Board of
Directors.

NOMINATION & REMUNERATION COMMITTEE

As on 31^st March, 2023, the Nomination &
Remuneration Committee comprised of following
Members:

DIN	Name	Designation
09630236	Mr. Kabir Malhotra	Chairperson
07223156	Mr. Aashay Choksi	Member
09621161	Mrs. Vandini Gupta	Member

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31^st March, 2023, the Stakeholder Relationship
Committee comprised of following Members:

DIN	Name	Designation
07223156	Mr. Aashay Choksi	Chairperson
06726742	Mr. Shreekrishna Gupta	Member
09621161	Mrs. Vandini Gupta	Member

c. ANNUAL EVALUATION OF PERFORMANCE OF THR
BOARD, ETC.

The Nomination and Remuneration Committee has
laid down the criteria for performance evaluation
of the individual Directors and the Board. The
framework of performance evaluation of the
Independent Directors captures the following
points:

â¢ Key attributes of the Independent Directors
that justify his/ her extension/continuation on
the Board of the Company; and

â¢ Participation of the Directors in the Board
proceedings and his/ her effectiveness.

The evaluation was carried out by means of
the replies given/ observations made by all the
Directors on the set of questions developed by
them which brought out the key attributes of the
Directors, quality of interactions among them and
its effectiveness.

d. MEETING OF THE INDEPENDENT DIRECTORS:

During the year under review, the Independent
Directors met on 21^st January, 2023 inter alia, to:

I. Review the performance of Non-Independent
Directors and the Board of Directors as a whole;

II. Review the performance of the Executive
Director of the Company taking into account
the views of the Directors;

III. Assess the quality, content and timeliness of
flow of information between the Company
management and the Board that is necessary
for the Board to effectively and reasonably
perform its duties.

All the Independent Directors were present at
this meeting. The observations made by the
Independent Directors have been adopted and
implemented.

e. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from
all the Independent Directors of the Company in
accordance with the provisions of Section 149 (7)
of the Companies act, 2013 regarding meeting the
criteria of Independence laid down under Section
149 (6) of the Companies Act 2013 and the rules
made thereunder.

Independent Directors of the Company have
confirmed about their enrolment in the data bank
of Independent Directors maintained with the
Indian Institute of Corporate affairs.

f. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Company has formulated a Programme for
Familiarization of Independent Directors with
regard to their roles, rights, responsibilities, nature
of the industry in which the Company operates, the
business model of the Company etc. The details
of the Familiarization Programmes conducted
by the Company during the last financial year
are available on the website of the Company
https://lloydsluxuries.in/. During the year under
review, there was no change in the nature of
business of the company and its business vertical/
structure/operational strategy, etc., which would
have necessitated fresh Familiarization Programme
for Independent Directors.

17. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM, WHISTLE BLOWER POLICY, AND
AFFIRMATION THAT NO PERSONNEL HAVE BEEN
DENIED ACCESS TO THE AUDIT COMMITTEE

The Company has a Whistle Blower Policy that
provides a formal mechanism for all employees of
the Company to approach the Chairman of the Audit
Committee of the Company and make protective
disclosures about the unethical behavior, actual
or suspected fraud or violation of the Company''s
Code of Conduct.

Under the policy, each employee has an assured
access to the Chairman of the Audit Committee.The
Whistle Blower Policy is displayed on the website
of the Company, viz. https://lloydsluxuries.in/.

18. EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS

There have been no material changes and
commitments, affecting the financial position of
the Company occurred between the end of the
Financial year i.e. 31^st March, 2023, to which the
Financial Statements relate and the date of the
report, if any, disclosed in separate respective
head.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act,
2013, the Directors, based on the representations
received, confirm that -

1. In the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

2. They have 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 loss of the
Company for that period;

3. They have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions
of the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

4. They have prepared the annual accounts on a
going concern basis;

5. the Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and are operating effectively; and

6. They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY
THE REGULATORS

During the year no significant and material orders
have been passed by the regulators or courts or
tribunals impacting the going concern status and
company''s operations in future.

21. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

In terms of the Regulation 34(2)(e), and Schedule
V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Management
Discussion & Analysis Report is set out in the
Annexure- A to this report.

22. PARTICULARS OF EMPLOYEES

The Statement containing the names and other
particulars of the employees of the Company
as required under Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is set out in the Annexure- B
to this report.

23. AUDITORS

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

A. STATUTORY AUDITOR

Pursuant to provisions of Section 139 of the
Companies Act 2013 and rules framed there under,
The Company at its 9^th Annual General Meeting
held on 13^th September, 2022 had appointed
M/s. S. Y. Lodha and Associates, Chartered
Accountants (ICAI Firm Registration no. 136002W)
as the Statutory Auditors of the Company for a
period of 5 (five) years commencing from the

conclusion of 9^th Annual General Meeting till the
conclusion of the 14^th Annual General Meeting to
be held in the year 2027

B. AUDITORS REPORT

During the year under review, no frauds have
been occurred or noticed and/or reported by the
Statutory Auditors under Section 143(12) of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 (as amended from
time to time).

The Auditors have issued an unmodified opinion
on the Financial Statements for the Financial Year
ended 31^st March, 2023. The Auditors'' Report for
the Financial Year ended 31^st March, 2023 on the
financial statements of the Company is a part of
this Annual Report.

The Statutory Auditors Report, being devoid
of any reservation(s), qualification(s), or
adverse remark(s), does not call for any further
information(s), explanation(s), or comments
from the Board under Section 134(3)(f)(i) of the
Companies Act, 2013.

C. SECRETARIAL AUDITOR

The Board of Directors at its meeting held on
10^th October, 2022 have appointed Mr. Maharshi
Rajesh Ganatra (Practicing Company Secretary)
having Membership No. 11332 and Certificate of
Practice No. 14520 representing Maharshi Ganatra
& Associates, Practicing Company Secretary Firm
as Secretarial Auditor of the Company pursuant
to Section 204 of the Companies Act 2013, to
undertake Secretarial audit of the Company for the
Financial Year 2022-23.

D. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial
Auditor, in Form No. MR-3 for the Financial
Year 2022-23 is set out in the Annexure- C to this
report and forms integral part of this Annual
Report. The said Secretarial Audit Report being
devoid of any reservation(s), adverse remark(s)
and qualification(s) etc. do not call for any further
explanation(s)/ information or comment(s) from the
Board under Section 134(3) (f)(ii) of the Companies
Act, 2013.

Further, the Board at its meeting held on
26^th May, 2023 has appointed M/s. Mitesh J. Shah &
Associates, Practicing Company Secretaries as the
Secretarial Auditors of the Company, to undertake
Secretarial audit of the Company for the Financial
Year 2023-24.

E. INTERNAL AUDITORS

The Board of Directors at its meeting held on
10^th October, 2022 have appointed M/s. L.B. Kale
and Co. (Firm Registration No. 121957W), Practicing

Chartered Accountant Firm as Internal Auditor of
the Company pursuant to the applicable provisions
of the Companies Act 2013, to undertake Internal
audit of the Company for the FinancialYear 2022-23.

Further, the Board at its meeting held on 26^th May,
2023 has re-appointed M/s. L.B. Kale and Co. as the
Internal Auditor of the Company for Financial Year
2023-24 for conducting the Internal Audit.

24. MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as
prescribed under Section 148(1) of the Companies
Act, 2013 is not applicable to the Company.

25. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act,
2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return
of the Company shall be available on the website of
the Company i.e. https://lloydsluxuries.in/.

26. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system
of internal financial control commensurate with its
size and nature of its business and continuously
focuses on strengthening its internal control
processes. These systems provide a reasonable
assurance in respect of providing financial and
operational information, complying with applicable
statutes, safeguarding of assets of the Company
and ensuring compliance with corporate policies.
The internal financial control of the company is
adequate to ensure the accuracy and completeness
of the accounting records, timely preparation of
reliable financial information, prevention and
detection of frauds and errors, safeguarding of the
assets, and that the business is conducted in an
orderly and efficient manner.

Audit Committee periodically reviews the
adequacy of Internal Financial controls. During the
year, such controls were tested and no reportable
material weaknesses were observed. The system
also ensures that all transactions are appropriately
authorized, recorded and reported.

27. RISK MANAGEMENT

The Risk Management policy has been formulated
and implemented by the Company in compliance
with the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

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. Our internal control
encompasses various managements systems,
structures of organization, standard and code of
conduct which all put together help in managing
the risks associated with the Company. In order to
ensure the internal controls systems are meeting
the required standards, it is reviewed at periodical
intervals. If any weaknesses are identified in the
process of review the same are addressed to
strengthen the internal controls which are also
revised at frequent intervals. Some of the risks that
may pose challenges are set out in the Management
Discussion and Analysis Report, which forms part
of this Annual Report.

28. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013
the Company has formulated, implemented
various policies. All such Policies are available on
Company''s website- https://lloydsluxuries.in/ under
the Tab named Policies. The policies are reviewed
periodically by the Board and updated based on
need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time.
Code of Conduct for Board & Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	Your Board has framed the policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel ("KMP"), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
Policy for Making Payments to Non-Executive Director	The Policy contains the rules for making payments to Non-Executive Directors as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Policy on Criteria for Determining Materiality of Events	This policy applies for determining and disclosing material events taking place in the Company.
Policy on Materiality of Related Party Transaction	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Terms & Conditions of appt. of Independent Directors	The Policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers.
Whistle Blower Policy	The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("PIT Amendment Regulations") mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").
Policy for Evaluation of the Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).
Insider Trading Policy	Your Company has adopted the Policy to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of "Legitimate purposes for sharing UPSI" The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Policy on Preservation of the Documents	The policy deals with the retention of corporate records of the Company.

29. EMPLOYEE STOCK OPTION SCHEME/PLAN

The Members of the Company via Postal Ballot
conducted on 24^th February, 2023, approved the
Lloyds Luxuries Limited Employees Stock Option
Scheme - 2023 ("Scheme") to create, grant,
offer, issue and allot under the Scheme, in one or
more tranches not exceeding 18,40,000 (Eighteen
Lakhs Forty Thousand) Employee Stock Options
("Options") (or such other adjusted figure for
any bonus, stock splits or consolidations or other
reorganization of the capital structure of the
Company as may be applicable from time to time),
to the Employees and Directors of the Company
(as defined in the scheme), its Group Company
including its Subsidiary Company or its Associate
Company in India or outside India or of a Holding
company of the Company, and to such persons as
may, from time to time, be allowed to be eligible
for the benefits of the Scheme (as permitted under
the applicable laws), exercisable into not more than
18,40,000 (Eighteen Lakhs Forty Thousand) Equity
Shares ("Shares") of face value of Rs. 10/- each.

The Nomination and Remuneration Committee
(''Committee'') of the Board of Directors of your
Company is entrusted with the responsibility of
administering the plan and during the Financial
Year 2022-23, the committee has not granted any
stock options in pursuance thereof. The above
Scheme/Plan is in line with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
("SBEB & SE Regulations"). The Company has
obtained the certificate from the Secretarial
Auditor of the Company stating that the Scheme
has been implemented in accordance with the
SBEB & SE Regulations and the resolutions
passed by the Members of the Company
through Postal Ballot dated 24^th February, 2023.
The certificate is available for inspection by the
Members of the Company in electronic mode at
https://lloydsluxuries.in/.

30. LOANS, INVESTMENTS AND GUARANTEE:

The particulars of investments made and loans
granted by the Company as covered under the
provisions of Section 186 of the Companies Act,
2013 are given in the notes to Standalone Financial
Statements forming part of the Annual Report.
Further, your Company has not extended corporate
guarantee on behalf of any other Company, during
the year under review.

31. RELATED PARTY TRANSACTIONS:

All Contracts/transactions/arrangements entered
by the Company during the Financial Year ended
31^st March, 2023 with the Related Parties were in
ordinary course of Business and on an Arm''s Length
Basis and in accordance with the provisions of the

Companies Act, 2013, read with the Rules issued
there under and the regulations. Further, there were
no transactions with related parties which qualify
as material transactions under the regulations. All
transactions with related parties were reviewed
and approved by the Audit Committee.

Particulars of contracts or arrangements or
transactions with related parties referred to in
Section 188 of the Companies Act, 2013, in the
prescribed form AOC-2 is set out in the Annexure- D
to this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The Information on conservation of energy and
technology absorption, which is required to be
given pursuant to the provisions of Section 134(3)
(m) of the Companies Act, 2013, read with Rule
8(3) of Companies (Account) Rules, 2014 is not
applicable to the company.

> Foreign Exchange Earnings and Outgo
Foreign Currency Earnings: -

(Rs. In Lakhs)

Particulars	Current Year
Sale of Products	2798
Royalty	15.34
Foreign Currency Expenditure:- (Rs. In Lakhs)
Particulars	Current Year
Import of Products	492.02
Royalty	180.39

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted Internal Complaints
Committee. During the year under review, there
were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There are no significant material orders passed by
the Regulators / Courts which would impact the onÂ¬
going concern status of the Company and its future
operations.

35. CORPORATE GOVERNANCE

The disclosure requirements as prescribed
under Para C of the Schedule V of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 (''LODR)'' are not applicable to the

Company pursuant to Regulation 15(2) of the LODR
as the Company is listed on the SME Exchange.

36. CORPORATE SOCIAL RESPONSIBILITY

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

37. DETAILS OF APPLICATIONS MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE 2016

No application is made during the Financial Year
2022-23 by or against the Company and there are
no proceedings pending under the Insolvency and
Bankruptcy Code 2016.

38. DETAILS OF DIFFERENCES 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

Your company has not made any one time
settlement with any of its lenders.

39. LISTING FEES

The listing fees payable for the Financial Year 2023Â¬
24 has been paid to National Stock Exchange of
India Limited within due date.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the
applicable requirements of Secretarial Standards 1
and 2.

41. GENERAL DISCLOSURES:

Your directors'' state that no disclosure or reporting
is required in respect of the following items as

there were no transactions/ activities pertaining to
these matters during the Financial Year 2022 -23:

a. Issue of equity shares with differential rights as
to dividend, voting or otherwise;

b. Instances with respect to voting rights not
exercised directly by the employees of
Company;

c. Neither the Executive Director nor the CFO of
the Company receives any remuneration or
commission from any other Company; and

d. There is no requirement of web link of policy for
determining ''material'' subsidiaries is disclosed
as Company has no subsidiaries during 2022Â¬
23.

2. ENCLOSURES:

a. Annexure - A : Management Discussion and
Analysis Report;

b. Annexure - B : Particulars of employees;

c. Annexure - C : Secretarial Auditors Report in
Form No. MR-3; and

d. Annexure - D : AOC -2.

3. ACKNOWLEDGEMENT

Your Directors place on records their sincere
appreciation and gratitude for the assistance and
generous support extended by all Government
authorities, Financial Institutions, Banks, Customers
and Vendors during the year under review.
Your Directors wish to express their immense
appreciation for the devotion, commitment and
contribution shown by the employees of the
Company while discharging their duties.

For & on Behalf of the Board of Directors
Lloyds Luxuries Limited

sd/- sd/-

Mr. Shreekrishna Gupta Mr. Prannay Dokkania

DIN:06726742 DIN:09621091

Date: 26^th May, 2023 Place: Mumbai

Place: Mumbai

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Directors Report of Lloyds Luxuries Ltd.

1. FINANCIAL SUMMARY / PERFORMANCE OF THECOMPANY

2. FUTURE OUTLOOK

3. CONSOLIDATED FINANCIAL STATEMENTS

4. SUBSIDIARIES, JOINTVENTURES AND ASSOCIATECOMPANIES

5. DETAILS OF INITIAL PUBLIC OFFER & LISTING

6. SHARE CAPITAL

7 UTILIZATION OF IPO PROCEEDS

8. DETAILS OF LOCK - IN OF SHARES

9. CHANGE IN THE NATURE OF BUSINESS

10. TRANSFER TO RESERVES

11. DIVIDEND

12. DEPOSITS

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. Vandini Gupta (DIN 09621161)

Mr. Shreekrishna Gupta (DIN 06726742)

Mr. Aashay Choksi (DIN: 07223156)

Mr. Kabir Malhotra (DIN 09630236)

Mr. Prannay Dokkania (DIN 09621091)

Mr. Shyam Dandriyal (DIN: 00016648)

Mr. Rajashekhar Alegavi (DIN 03584302)

14. CHANGES IN CORPORATE OFFICE OF THECOMPANY

15. RECONCILIATION OF SHARE CAPITAL AUDIT

16. DISCLOSURE RELATED TO BOARD ANDCORPORATE GOVERNANCE

a. NUMBER OF BOARD MEETINGS

b. COMMITTEES OF THE BOARD:

AUDIT COMMITTEE

NOMINATION & REMUNERATION COMMITTEE

STAKEHOLDER RELATIONSHIP COMMITTEE

c. ANNUAL EVALUATION OF PERFORMANCE OF THRBOARD, ETC.

d. MEETING OF THE INDEPENDENT DIRECTORS:

e. DECLARATION BY INDEPENDENT DIRECTORS

f. FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS:

18. EVENTS SUBSEQUENT TO THE DATE OFFINANCIAL STATEMENTS

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

20. SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS

21. MANAGEMENT DISCUSSION & ANALYSISREPORT

22. PARTICULARS OF EMPLOYEES

23. AUDITORS

A. STATUTORY AUDITOR

B. AUDITORS REPORT

C. SECRETARIAL AUDITOR

D. SECRETARIAL AUDIT REPORT:

E. INTERNAL AUDITORS

24. MAINTENANCE OF COST RECORDS

25. ANNUAL RETURN:

26. INTERNAL FINANCIAL CONTROLS

27. RISK MANAGEMENT

28. VARIOUS POLICIES OF THE COMPANY

29. EMPLOYEE STOCK OPTION SCHEME/PLAN

30. LOANS, INVESTMENTS AND GUARANTEE:

31. RELATED PARTY TRANSACTIONS:

> Foreign Exchange Earnings and OutgoForeign Currency Earnings: -

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

35. CORPORATE GOVERNANCE

36. CORPORATE SOCIAL RESPONSIBILITY

39. LISTING FEES

40. COMPLIANCE WITH SECRETARIAL STANDARDS

41. GENERAL DISCLOSURES:

2. ENCLOSURES:

3. ACKNOWLEDGEMENT

For & on Behalf of the Board of DirectorsLloyds Luxuries Limited

sd/- sd/-

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1. FINANCIAL SUMMARY / PERFORMANCE OF THE
COMPANY

4. SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE
COMPANIES

14. CHANGES IN CORPORATE OFFICE OF THE
COMPANY

16. DISCLOSURE RELATED TO BOARD AND
CORPORATE GOVERNANCE

c. ANNUAL EVALUATION OF PERFORMANCE OF THR
BOARD, ETC.

f. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

18. EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY
THE REGULATORS

21. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

> Foreign Exchange Earnings and Outgo
Foreign Currency Earnings: -

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

For & on Behalf of the Board of Directors
Lloyds Luxuries Limited