డైరెక్టర్ల నివేదిక M Lakhamsi Industries Ltd.

Mar 31, 2025

The Board of Directors of the Company (“Board”) hereby submits the board report for the Financial
Year ended on March 31, 2025 (“Board Report”) on the business, operations and performance of
M Lakhamsi Industries Limited (“the Company”) along with audited financial statements of the
Company.

1. FINANCIAL PERFORMANANCE

Particulars	Standalone		Consolidated
	For the financial year ended on March 31
	2025	2024	2025	2024
Revenue from Operations	10,815.88	10477.71	11,928.65	11,364.73
Other Income	200.81	77.04	200.81	77.04
Total Revenue	11,016.69	10,554.76	12,129.46	11,441.77
Cost of Material Consumed	11,063.12	10,488.67	12141.31	11108.28
Change in Inventories of finished goods, stock-in trade and work in progress	(399.30)	(271.98)	(399.30)	(271.98)
Employee Benefit Expenses	25.73	39.91	25.73	39.91
Finance Cost	119.66	105.55	139.86	112.01
Depreciation and Amortization Expenses	5.75	6.02	5.75	6.02
Other Expenses	102.72	90.95	128.73	90.95
Total Expenses	10,917.68	10,459.12	12,042.09	11,338.96
Profit/ (loss) before tax	99.02	95.64	87.38	102.81
Tax Expenses	(25.36)	(24.55)	(25.36)	(24.55)
Profit for the year	73.65	71.09	62.02	78.26
Earning Per Share	1.24	1.20	1.04	1.31

1. (A) STATE OF COMPANY AFFAIRS/OVERVIEW:

> State of Company Affairs: -

The company is engaged in the business of buying, selling, import, export, market, develop,
distribute, trade or otherwise engage or deal in all types of oilseeds, pulses, spices, Oilseeds,
Pulses, Spices, Oils, edible and nonedible Oils, grains, vegetables, herbs, pickles and other items
derived from agricultural, farming or relevant activities.

> Review of Operations: -

¦ The Standalone revenue from operations increased during current financial year 2024¬
2025. The revenue generated from operations amounted to INR 10,815.88 Lakhs in F.Y.

2024-25 as compared to F.Y. 2023-2024 in which revenue generated amounted to INR
10,477.71 Lakhs.

¦ Profit before taxation increased from INR 95.64 Lakhs in F.Y. 2023-24 to 99.02 Lakhs in F.Y.
2024-2025.

¦ The management of the Company is putting their best efforts to improve the performance
of the Company.

2. TRANSFER TO RESERVES

The Board of Directors has decided to transfer the entire amount of profit for the financial year
2024-25 to reserves.

3. DIVIDEND

During the period under review, the Board of Directors does not recommend any dividend.

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018, the top 1000 listed entities based on market capitalization
as on March 31 of every financial year are required to formulate a Dividend Distribution Policy,
which shall be disclosed on the website of the listed entity and a web link thereto shall be
provided in the Annual Report.

This requirement is not applicable to the Company, as it does not fall within the top 1000
listed entities based on market capitalization as on March 31, 2025

4. STATEMENT OF DEVIATION OR VARIATION

Disclosure pertaining to statement of deviation or variation in connection with certain terms
of public issue and preferential issue etc is not applicable to the company.

The Company has not made any public issue, rights issue, preferential allotment, or issued any
other convertible securities during the financial year under review.

5. BUY- BACK OF SHARES

During the financial year under review, the Company did not undertake any buyback of its
shares.

6. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

During the financial year under review, there were no shares lying in the Demat Suspense
Account or the Unclaimed Suspense Account.

7. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company does not have any Employee Stock Option Scheme (ESOP) in place during the
financial year under review.

8. SUBSIDIARY(IES) AND ASSOCIATE COMPANY(IES)

As on 31st March, 2025, the Company has 01 (One) direct subsidiaries and does not have any
associate companies or joint venture entities. (Annexure I)

On April 01, 2025 Company acquired 100% shares of Prince Industries Private Limited which
specializes in the marketing and distribution of PVC pipes and fittings under the ''Prince Global''
brand, utilizing contract manufacturing for product production which will help the company to
boost its manufacturing process.

9. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), any dividend remaining unpaid or unclaimed for a period of seven years is
required to be transferred to the Investor Education and Protection Fund (IEPF).

During the financial year under review, there was no unpaid or unclaimed dividend liable to be
transferred to the IEPF by the Company.

10. CAPITAL STRUCTURE

i. Authorised Share Capital

The authorised share capital of the Company as on Financial Year ended on March 31, 2025 is
INR 7,00,00,000 (Indian Rupees Seven Crore only) divided into INR 70,00,0000 (Indian
Rupees Seventy Lakh) equity shares having face value of INR 10/- (Indian rupees Ten) each
(“Equity Shares”).

During the financial year under review, there is no change in the Authorised share capital of
the Company.

11. Issued, subscribed and paid-up share capital

The issued, subscribed and paid-up share capital of the Company as on financial year ended
on March 31, 2025 is INR 5,96,56,870/- (Indian rupees five crore ninety-six lakh fifty-six
thousand eight hundred and seventy only), divided into 59,65,687 (Fifty-Nine Lakh sixty-five
thousand six hundred eighty-seven) Equity Shares of INR 10/- (Indian rupees Ten) each.

iii. Equity shares with differential rights and sweat equity shares

During the financial year under review, the Company has neither issued sweat equity shares
nor issued equity shares with differential rights as to dividend, voting or otherwise.

iv. Listing on stock exchanges

The Equity Shares are listed on BSE Limited (“BSE”). Further, trading in the Equity Shares was
not suspended on the Stock Exchanges during the financial year under review.

11. DETAILS OF ^MATERIALISATION OF EQUITY SHARES

As on 31^st March 2025 57,09,487 (Fifty-Seven Lakh Nine Thousand Four Hundred Eighty-
Seven shares were held in dematerialized form) and 2,56,200 (Two Lakh Fifty-Six Thousand
Two Hundred) shares were held in physical form.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: -

During the year under review, the Company has entered into related party transactions falling
under sub section (1) of Section 188 of the Companies Act, 2013. Form for disclosure of particulars
of contracts/arrangements as required under clause (h) of sub-section (3) of section 134 of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is provided in the Board Report in
the form AOC- 2 as “ANNEXURE -II”

13. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT. 2013

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans,
advances, guarantees, and investments made by the Company are provided in the notes to the
Standalone Financial Statements, which form part of this Annual Report.

14. CORPORATE GOVERNANCE

The Company has consistently adhered to the principles of good Corporate Governance over
the years and remains committed to maintaining the highest standards of compliance. In
accordance with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a report on Corporate Governance forms an integral part of
Annual Report.

However, pursuant to the provisions of the Listing Agreement read with Regulation 15(2) of
the SEBI (LODR) Regulations, 2015, the compliance requirements with respect to Corporate
Governance, as specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and
Paras C, D, and E of Schedule V, are not applicable to the Company."

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There have been no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the financial year ended 31st March, 2025 and
the date of signing of this Report.

16. RISK MANAGEMENT POLICY

Pursuant to Regulation 21(5) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company does not fall under the list of top 1000 listed entities based on
market capitalization and is therefore not mandatorily required to frame a Risk Management
Policy.

However, the Company has a well-defined risk management framework in place. It has
established procedures to periodically present to the Audit Committee and the Board the risk
assessment and minimization processes being followed, along with the measures taken to

mitigate identified risks.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated a comprehensive Whistle Blower Policy in compliance with the
provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is
designed to enable stakeholders, including directors and individual employees, to freely
communicate their concerns regarding illegal or unethical practices and to report genuine
concerns to the Audit Committee of the Company.

However, pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR)
Regulations, 2015, the Company is exempted from mandatory compliance with the corporate
governance provisions specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2),
and Paras C, D, and E of Schedule V. Accordingly, the Company is not required to upload the
Whistle Blower Policy on its website or provide a web link to the policy in the Directors''
Report."

18. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 201 3

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, no complaints of sexual harassment were received.

19. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013,
the Annual Return of the Company for the financial year, prepared in accordance with Section
92(1) of the Act and Rule 11 of the Companies (Management and Administration) Rules, 2014
(as amended), is available on the website of the Company and can be accessed at the following
weblink: https://m.lakhamsi.com/

20. CREDIT RATING

During the year under review, the requirement for obtaining a credit rating for the Company''s
securities was not applicable. Accordingly, no credit rating was undertaken during the financial
year.

21. Public Deposits

The Company has not accepted any deposits falling within the meaning of Sections 73 and 74
of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014,
during the financial year under review. Accordingly, no amount of principal or interest on
public deposits was outstanding as on 31st March, 2025.

22. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the
Company.

23. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

24. DIRECTORS

During the year under review, the Board of the Company was duly constituted. None of the
Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

25. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(i) Board of Directors

As on date of this report, the composition of the Board and Key Managerial Personnel is as below:

DIN No / PAN	Name of Director	Designation	Date of Appointment	Date of Resignation
02045968	Sanjiv Mulchand Sawla	Managing Director	27/07/2021	NA
00429203	Nilesh Damjibhai Vira	Director	08/04/2021	NA
01943285	Mallika Sanjiv Sawla	Director	27/07/2021	NA
02823232	Smita Mayur Parekh	Independent Director	27/07/2021	NA
09267303	Kunaal Himanshu Yoddha	Independent Director	07/09/2021	NA

During the Financial Year under review Mr. Nilesh Damjibhai Vira (DIN: 00429203), liable to retire
by rotation was re-appointed by the shareholders in the 40^th Annual General Meeting (“AGM”) held
on September 28, 2024.

In accordance with the provisions of Section 152 of the Act and articles of association of the
Company, Mallika Sanjiv Sawla (DIN: 01943285) is liable to retire by rotation at the ensuing AGM
and being eligible, offers herself for re-appointment. The Board recommends the re-appointment
of Mallika Sanjiv Sawla (DIN: 01943285) for shareholders'' approval at the ensuing 41st AGM.

Key Managerial Personnel

*Ms. Pooja having Membership No. A54271 is Whole Time Company Secretary and Compliance
Officer of the Company with effect from 18^th May, 2021.

*Ms. Pooja has resigned from the position of Company Secretary and Compliance Officer of the Company, with effect
from the close of business hours on August 25,2025.

Ms. Mallika Sanjiv Sawla is CFO of the Company with effect from 27th July, 2021.

Declaration from Independent Directors

As on financial year ended on March 31, 2025, independent directors have confirmed that:

• they meet the criteria of independence laid down under the Act and SEBI Listing
Regulations;

• they have complied with the code for independent directors prescribed under Schedule IV
to the Act;

• they have registered themselves with the independent director''s databank maintained by
the Indian Institute of Corporate Affairs;

• they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence;

• they have not been associated with any material supplier, service provider, or customer of
the Company;

• they have not been partner, proprietor, or employee of the Company''s statutory audit firm
during the preceding financial year;

• they have not been affiliated with any legal or consulting firm that has or had business
transactions with the Company, its subsidiaries, or associate companies, amounting to 10%
or more of the gross turnover of such firm; and

• apart from receiving director''s remuneration (including sitting fees), there have not been
any material pecuniary relationship or transactions with the Company, its subsidiaries or
associate companies, or their directors, during the three immediately preceding financial
years or during the current financial year exceeding the limits specified under the Act and
SEBI Listing Regulations.

Further, the Company confirms that neither the independent director nor their relative as defined
under the Act, were employed, in an executive capacity by the Company, its subsidiaries, or
associate companies during the preceding financial year.

Accordingly, based on the declarations received from all independent directors, the Board has
confirmed that, in their opinion, independent directors of the Company are persons of integrity,
possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI
Listing Regulations and are independent of the management.

Company''s policy on directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters

The Nomination and Remuneration Policy (“NRC Policy”) has been developed in accordance with
Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. It establishes a structured
framework for the nomination, evaluation, and remuneration of the Company''s directors and
senior management personnel of the Company. The core objective of the NRC Policy is to attract,
retain, and reward most qualified and skilled talent capable of driving long-term growth and
success of the Company. During the financial year under review, there were no changes made to
the NRC Policy. The NRC Policy can be accessed at Company''s website https://rn.lakhamsi.com/

26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The dates on which the said meetings were held:

1. May 30, 2024

2. August 14, 2024

3. August 21, 2024

4. September 06, 2024

5. November 13, 2024

6. February 13, 2025

7. March 17, 2025

8. March 31, 2025

The intervening gap between the Meetings was within the period prescribed under the SEBI
(LODR) Regulations, 2015 and Companies Act, 2013.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Sanjiv Mulchand Sawla	Managing Director	8	8	-
2	Nilesh Dhamjibhai Vira	Director	8	8	-
3	Mallika Sanjiv Sawla	Director	8	8	-
4	Smita Mayur Parekh	Independent Director	8	8	-
5	Kunaal Yoddha	Independent Director	8	8	-

27. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies
Act, 2013 on Thursday, 13^th February, 2025 at the registered office of the Company at 505
Churchgate Chambers, 5 New Marine Lines, Mumbai City, Maharashtra - 400020 to evaluate their
performance.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: -

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control
(IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to the company''s policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information. The company has a well-placed,
proper and adequate Internal Financial Control System which ensures that all the assets are
safeguarded and protected and that the transactions are authorized recorded and reported
correctly. To further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the compliance
from the top management to executive level.

auditors.

29. DECLARATION BY AN INDEPENDENT DIRECTORS AND RE- APPOINTMENT. IF ANY: -

The Company has duly complied with the definition of ‘Independence'' in according to the
provisions of Section 149(6) of the Companies Act, 2013 read with Schedule IV- Code of
Independent Directors to the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as
amended). All the Independent Director/s, have submitted a declaration that he/she meets
the criteria of independence and submit the declaration regarding the status of holding other
directorships and memberships as provided under law. The Independent Directors have also
confirmed that they have complied with the Company''s code of conduct for Board and Senior
Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015. The Independent Directors affirmed that none of them were aware of any
circumstance or situation which could impair their ability to discharge their duties in an
independent manner

Opinion of the Board with regard to integrity, expertise and experience of the
independent directors appointed during the year.

The Directors are satisfied with the performance of all the independent directors appointed
during the year and are of the opinion that all the independent directors are persons of
integrity and possess relevant experience and expertise.

30. BOARD EVALUATION: -

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director
to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in
the board meeting that followed the meeting of the independent directors, at which the
performance of the board, its committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the independent
director being evaluated.

31. COMMITTEES OF THE BOARD AND OTHER COMMITTEES: -

Currently, the Board has following committees: -
♦♦♦ Audit Committee;

♦♦♦ Nomination & Remuneration Committee;

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of
Section 177 of the Companies Act, 2013 and other applicable laws. The Audit Committee
comprises of majority of the Independent Directors. All the members of the Committee have
experience in financial matters. The Audit Committee is constituted in line to monitor and provide
effective supervision of the management''s financial reporting process, to ensure accurate and
timely disclosures, with the highest level of transparency, integrity, and quality of Financial
Reporting. The details of the composition of the committee are set out in the following table: -

S. No.	Name	Status	Designation
1.	Ms. Mallika Sanjiv Sawla	Director & Chief Financial Officer (CFO)	Chairperson
2.	Ms. Smita Mayur Parekh	Independent Director	Member
3.	Mr. Kunaal Yoddha	Independent Director	Member

During the Year under review 05 (Five) meetings of the Audit Committee were convened and held.
The dates on which the said meetings were held:

1. 30^th May, 2024

2. 14^th August, 2024

3. 13^th November, 2024

4. 13^th February, 2025

5. 31st March, 2025

S. No.	Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1.	Ms. Mallika Sanjiv Sawla	Chairperson and Director	5
2.	Ms. Smita Mayur Parekh	Member and Independent Director	5
3.	Mr. Kunal Yoddha	Member and Independent Director	5

During the year, all recommendations of the audit committee were approved by the Board of
Directors.

Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in
line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and
Remuneration Committee recommends the appointment of Directors and remuneration of such
Directors. The level and structure of appointment and remuneration of all Key Managerial
personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is
also overseen by this Committee.

Our Company has constituted a nomination and remuneration committee ("Nomination and
Remuneration Committee"). The details of the composition of the Committee are set out in the
following table:

S. No.	Name	Status	Designation
1.	Ms. Mallika Sanjiv Sawla	Director & Chief Financial Officer (CFO)	Member
2.	Ms. Smita Mayur Parekh	Independent Director	Chairman
3.	Mr. Kunaal Yoddha	Independent Director	Member

During the Financial Year under review 01 (One) meetings of the Nomination and Remuneration
Committee were convened and held. The dates on which the said meetings were held:

1. 15^th March, 2024

S. No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Ms. Mallika Sanjiv Sawla	Director and chief Financial Officer (CFO)	1
2.	Ms. Smita Mayur Parekh	Chairman and Independent Director	1
3.	Mr. Kunal Yoddha	Member and Independent Director	1

32. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS :-

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,
Appointment, Remuneration and determine Directors'' Independence of Directors which inter-alia
requires that composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors, KMP and senior management employees and the Directors appointed shall be
of high integrity with relevant expertise and experience so as to have diverse Board and the Policy
also lays down the positive attributes/criteria while recommending the candidature for the
appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at
www.m.lakhamsi.com.

33. COMPLIANCE WITH MATERNITY BENEFIT ACT. 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

34. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redressal system.
The salient features of this system are the centralized database of all complaints, online upload of

Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of
actions taken on the complaint and its status. The Company has been registered on SCORES and
makes every effort to resolve all investor complaints received through SCORES or otherwise within
the statutory time limit from the receipt of the complaint. The Company has received complaints
on the SCORES during the financial year 2024-2025 which were successfully resolved by the
Company.

35. DOWNSTREAM INVESTMENT

During the financial year under review, the Company has not made any downstream investment
as defined under the Foreign Exchange Management Rules, 2019 (FEMA) Accordingly, the
provisions relating to downstream investment and associated compliance requirements are not
applicable to the Company for the reporting period.

36. RISK MANAGEMENT: -

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed and
implement the Risk Management Policy for the Company including identification therein of
elements of risk, if any, which is in the opinion of the Board may threaten the existence of the
Company. These are discussed at the meeting of the Audit Committee and the Board of Directors
of the Company.

At present the Company has not identified any element of risk which may threaten the existence
of the Company.

37. UNSECURED LOAN FROM DIRECTORS

During the financial Year 2024-2025, no unsecured loan were received from the directors of the
Company.

38. REPORTING OF FRAUD: -

During the Financial Year 2024-2025, the Auditors have not reported any matter under Section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section
134(3) of the Companies Act, 2013.

39. WHISTLE BLOWER POLICY/Mechanism

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated
Whistle Blower Policy for vigil mechanism of Directors and employees to report to the
management about the unethical behavior, fraud or violation of Company''s code of conduct. The
mechanism provides for adequate safeguards against victimization of employees and Directors
who use such mechanism and makes provision for direct access to the chairman of the Audit
Committee in exceptional cases. The policy of vigil mechanism is available on the Company''s
website at www.m.lakhamsi.com.

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

or tribunals impacting the going concern status and company''s operations in future.

41. DIRECTORS’ RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to
Directors Responsibilities Statement, it is hereby confirmed:

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

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

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

d. The directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively and

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

42. AUDITORS & AUDITORS'' REPORT: -
O Statutory auditors

M/s TDK & Co. Chartered Accountants, Mumbai (FRN: 109804W) have been appointed as
Statutory auditor for a term of five years from the conclusion of 39^th AGM till conclusion of 44^th
AGM.

O Cost auditor

Pursuant to Section 148 of the Companies Act 2013, maintenance of cost accounts and
requirement of cost audit is not applicable.

O Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Amit
Saxena and Associates are appointed as the Secretarial Auditor for the year 2024-2025. The
Report of the Secretarial Audit is annexed herewith as ‘ANNEXURE -III'' The said Secretarial
Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

CQ Internal Auditor

Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, and other applicable provisions of the act, the Board of
Directors appointed M/s Rajen T. Gala & Co., Chartered Accountants (FRN: 121577W) as an
Internal Auditor of the Company for the financial year 2024-2025 in Board Meeting held on 31^st
March, 2025.

43. SECRETARIAL STANDARDS: -

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied
with the applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India and notified by Ministry of Corporate Affairs.

44. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS: -

The Company familiarizes its Independent Directors on their appointment as such on the Board
with the Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, etc. through familiarization programme. The Company also conducts
orientation programme upon induction of new Directors, as well as other initiatives to update the
Directors on a continuing basis. The familiarization programme for Independent Directors is
disclosed on the Company''s website www.rn.lakhamsi.com.

45. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, forms part of this
Annual Report and is annexed herewith as "ANNEXURE -IV”

46. HUMAN RESOURES

The Company’s employees continue to be among one of its most valued stakeholders. We
remain committed to attracting, developing, and retaining top talent. Our efforts are focused
on fostering a collaborative, transparent, and participative organizational culture, while
recognizing and rewarding merit and consistent high performance. We believe that
empowering our people is critical to driving long-term success and organizational resilience.

The details with respect to the remuneration of directors and employees as required under
Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as "ANNEXURE -V”

47. CODE OF CONDUCT: -

Commitment to ethical professional conduct is a must for every employee, including Board
Members and Senior Management Personnel of the Company. The Code is intended to serve as a
basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that
each individual in the organization must know and respect existing laws, accept and provide
appropriate professional views, and be upright in his conduct and observe corporate discipline.
The duties of Directors including duties as an Independent Director as laid down in the Companies
Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management

Personnel affirm compliance with the Code of Conduct annually.

48. DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo
are as follows:

A. Conservation of energy:

Though energy does not form a significant portion of the cost of the company yet wherever
possible and feasible, continuous efforts are being put for conservation of energy and minimize
power cost.

B. Technology absorption:

The company does not have a separate in house research and development center and is relying
on the outside agencies for technology absorption, adoption and innovation.

C. Foreign exchange earnings and Outgo:

During the year, the Company made foreign currency payments amounting to
INR. 11,89,01,641 and INR. 24,45,94,181 These payments were made in the ordinary course of
business.

49. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the
“Code of Conduct for prohibition of Insider Trading”. The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned should follow, both in letter and spirit, while
trading in the securities of the Company. The Insider Trading Code is available at:
https://m.lakhamsi.com/

50. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the top 1000 listed companies (by market capitalization as on March 31 of the
preceding financial year) are required to mandatorily include a Business Responsibility and
Sustainability Report (BRSR) as part of their Annual Report.

This requirement is not applicable to the Company, as it does not fall within the top 1000 listed
entities based on market capitalization as on March 31, 2025.

51. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the FY 2024-25, no proceeding has been initiated under Insolvency and Bankruptcy Code
for default in payment of debt. Further, the Company has also not initiated any proceedings against
the defaulting entities.

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

During the period under review, there has been no one time settlement accordingly no valuation
was done for this purpose.

53. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their
contribution towards the Company''s performance. The Directors would also like to thank the
shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other
business associates for their continuous support to the Company and their confidence in its
management.

Date: 04.09.2025 For & on behalf of the Board

Place: Mumbai M Lakhamsi Industries Limited

Sd/- Sd/-

Sanjiv Mulchand Sawla Mallika Sanjiv Sawla

Managing Director Director and CFO

DIN:02045968 DIN:01943285

---

Mar 31, 2024

Your Directors'' have pleasure in presenting the 40^th Directors'' Report on the
Business and Operations of the Company together with the Audited Financial
Statements of Accounts and the Auditors'' Report for the year ended March 31,
2024.

1. FINANCIAL PERFORMANANCE

( InLakhs)

Particulars	Financial Year	Financial Year
	2023-2024	2022-2023
Revenue from Operations	10477.71	11608.10
Other Income	77.04	270.93
Total Revenue	10554.76	11879.03
Cost of Material Consumed
Purchase of Stock-in-Trade	-	-
Change in Inventories of finished goods, stock-in trade and work in progress	(271.98)	604.71
Employee Benefit Expenses	39.91	39.75
Finance Cost	105.55	95.73
Depreciation and Amortization Expenses	6.02	5.82
Other Expenses	90.95	85.92
Total Expenses	10459.12	11781.10
Profit/ (loss) before tax	95.64	97.93
Tax Expenses	24.55	(24.74)
Profit for the year	71.09	73.19
Earning Per Share (Basic)	1.19	1.23
Earning Per Share (Diluted)	1.19	1.23

2. (A) STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

> State of Company Affairs:-

The company is engaged in the business of buying, selling, import, export,
market, develop, distribute, trade or otherwise engage or deal in all types of
oilseeds, pulses, spices, Oilseeds, Pulses, Spices, Oils, edible and nonedible
Oils, grains, vegetables, herbs, pickles and other items derived from
agricultural, farming or relevant activities.

> Review of Operations:-

¦ The revenue from operations decreased during current financial
year 2023-24. The revenue generated from operations

amounted to 10477.72 Lakhs in F.Y. 2023-24 as compared to F.Y.
2022-23 in which revenue generated was amounted to
11608.10Lakhs.

¦ Profit before taxation decreased from 97.93 Lakhs in F.Y. 2022¬
23 to 95.64 Lakhs in F.Y. 2023-24.

¦ The management of the Company is putting their best efforts to
improve the performance of the Company.

B) CHANGE IN MANAGEMENT

During the period under review, no change has been occurred in the
Management of the Company.

3. SHARE CAPITAL

Authorized Share Capital of the Company stood at INR 7,00,00,000/- (Indian
Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lacs) Equity Shares
of INR 10/- each (Indian Rupees Ten each).

Consequently, the paid-up capital stood at INR 5,96,56,870/- (Indian Rupees
Five Crores Ninety-Six Lacs Fifty Six Eight Hundred Seventy Thousand Only)
divided into 59,65,687 (Fifty-Nine Lacs Thirty-Six Thousand) Equity Shares of
INR 10/- (Indian Rupees Ten Only) each.

4. DEPOSITS:

During the year under review, your Company has not accepted any deposits,
falling within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

5. DIVIDEND:

The Board of your Company is pleased to recommend a final dividend of Rs. 0.10
(Ten Paisa Only), {i.e., 1%} per equity share having face value of Rs. 10 each on
Friday, 6^th September, 2024. The proposed Dividend, subject to approval of
Shareholders in the ensuing Annual General Meeting of the Company, will be
paid to members within the period stipulated by the applicable Companies Act.
The dividend would be payable to all Shareholders whose names appear in the
Register of Members as on the Book Closure Date. The Register of Members and
Share Transfer books shall remain closed from Sunday, 22^th September.
2024 to Saturday, 28^th September. 2024 (both dav inclusive).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

As per the provisions of Section 125(2) of the Companies Act, 2013, there was
no unclaimed dividend amount in the books. Hence, the Company has not
transferred any such amount to Investor Education and Protection Fund.

7. AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors have not proposed to transfer any amount to General
Reserves of the Company.

8. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Board of Directors

As on date of this report, the composition of the Board and Key Managerial
Personnel is as below:

DIN No / PAN	Name of Director	Designation	Date of Appointment	Date of Resignation
02045968	Sanjiv Mulchand Sawla	Managing Director	27/07/2021	NA
00429203	Nilesh Damjibhai Vira	Director	08/04/2021	NA
01943285	Mallika Sanjiv Sawla	Director	27/07/2021	NA
02823232	Smita Mayur Parekh	Independent Director	27/07/2021	NA
09267303	Kunaal Yoddha	Independent Director	30/08/2021	NA

Key Managerial Personnel

Ms. Pooja having Membership No. A54271 is Whole Time Company
Secretary and Compliance Officer of the Company with effect from 18^th May,
2021.

Ms. Mallika Sanjiv Sawla is CFO of the Company with effect from 27^th July,
2021.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review, 09(Nine) meetings of the Board of
Directors were held. The dates on which the said meetings were held:

1. 26t^h May, 2023;

2. 04t^h July, 2023;

3. 10^th August, 2023;

4. 25^th August, 2023;

5. 08^th November, 2023;

6. 02^nd December,2023

7. 09^th January,2024

8. 12^th February, 2024

9. 15^th March, 2024

The intervening gap between the Meetings was within the period prescribed
under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

S.No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Sanjiv Mulchand Sawla	Managing Director	9	9	-
2	Nilesh Dhamjibhai Vira	Director	9	9	-
3	Mallika Sanjiv Sawla	Director	9	9	-
4	Smita Mayur Parekh	Independent Director	9	9	-
5	Kunaal Yoddha	Independent Director	9	9	-

11. SEPARATE MEETING OF INDEPENDENT DIRECTORS.

Independent Directors of the Company held their Separate meeting under
Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Schedule IV of Companies Act, 2013 on
Wednesday,20^th March, 2024 at the registered office of the Company at 505
Churchgate Chambers, 5 New Marine Lines, Mumbai City, Maharashtra -
400020, India, to evaluate their performance.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION OF THE COMPANY

There were no material changes occurred during the period under review.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186
OF THE COMPANIES ACT. 2013:

The particulars of loans, guarantees and investment wherever required, have
been disclosed in the financial statement, which also form part of this report.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: -

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal
Financial Control (IFC)” means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business,
including adherence to the company''s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial
information. The company has a well-placed, proper and adequate Internal
Financial Control System which ensures that all the assets are safeguarded and
protected and that the transactions are authorized recorded and reported
correctly. To further strengthen the internal control process, the company has
developed the very comprehensive compliance management tool to drill down
the responsibility of the compliance from the top management to executive
level.

The compliance relating to Internal Financial controls have been duly certified
by the statutory auditors.

15. CORPORATE SOCIAL RESPONSIBILITY fCSR) :-

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every
company having Net Worth of Rupees Five Hundred Crore or More, or
Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees
Five Crore or More during any financial year shall constitute a Corporate Social
Responsibility Committee of the Board and shall formulate a Corporate Social
Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility
are not applicable on the Company and Company has not developed and
implemented any Corporate Social Responsibility Initiatives as provisions of
Section 135(1) of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014.

16. CORPORATE GOVERNANCE: -

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, compliance with the Corporate Governance
provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of
sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not
apply to the company having Paid up Equity Share Capital not exceeding Rs. 10
Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the
previous financial year. The Company is covered under the exception given
under Regulation 15(2) of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, therefore Company is not required to comply
with the said provisions.

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

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the
companies act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014
are annexed herewith at ‘ANNEXUERE I'' to the Board Report.

18. DECLARATION BY AN INDEPENDENT DIRECTORfS) AND RE¬
APPOINTMENT. IF ANY: -

All Independent Directors of the Company have given declaration to the
Company under Section 149(7) read with Schedule IV of the Companies Act,
2013, they meet the criteria of independence as provided in the Sub-section
6 of Section 149 of the Act and also under the SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015. In the opinion of the Board, the
Independent Directors of the Company possess necessary expertise,
integrity and experience.

None of the Independent Director on the Board of the Company serve as an
Independent Director in more than Seven (7) Listed Companies nor holds
the position of Whole time Director in any Listed Company. Independent

Directors of the Company have been appointed in accordance with the
applicable provisions of the Companies Act, 2013 ("Act”) read with relevant
rules.

19. BOARD EVALUATION:-

The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations”).

The performance of the board was evaluated by the Board after seeking inputs
from all the directors on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning,
etc.

The performance of the committees was evaluated by the Board after seeking
inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and Committee meetings
like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non¬
independent directors, performance of the board as a whole and performance
of the chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The same was discussed in the board
meeting that followed the meeting of the independent directors, at which the
performance of the board, its committees and individual directors was also
discussed. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

20. RATIO OF REMUNERATION TO EACH DIRECTOR: -

During the year Company has given remuneration to following Director of the
Company in the ratio of 2:3
-SANJIV M. SAWLA : 9,00,000/-
-MALLIKA S. SAWLA; 6,00,000/-

21. COMMITTEES OF THE BOARD AND OTHER COMMITTEES: -

Currently, the Board has following committees: -

? Audit Committee;

? Nomination & Remuneration Committee;

? Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with
the provisions of Section 177 of the Companies Act, 2013 and other
applicable laws. The Audit Committee comprises of majority of the Independent
Directors. All the members of the Committee have experience in financial matters.
The Audit Committee is constituted in line to monitor and provide effective
supervision of the management''s financial reporting process, to ensure accurate
and timely disclosures, with the highest level of transparency, integrity, and
quality of Financial Reporting. The details of the composition of the committee
are set out in the following table: -

S.No.	Name	Status	Designation
1.	Ms. Mallika Sanjiv Sawla	Director & Chief Financial Officer (CFO)	Chairperson
2.	Ms. Smita Mayur Parekh	Independent Director	Member
3.	Mr. Kunaal Yoddha	Independent Director	Member

During the Year under review 04(Four) meetings of the Audit Committee were
convened and held. The dates on which the said meetings were held:

1. 26th May, 2023

2. 10^th August, 2023

3. 08^th November, 2023

4. 12^th February, 2024

S.No.	Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1.	Ms. Mallika Sanjiv Sawla	Chairperson and Director	4
2.	Ms. Smita Mayur Parekh	Member and Independent Director	4
3.	Mr. Kunal Yoddha	Member and Independent Director	4

During the year, all recommendations of the audit committee were approved by
the Board of Directors.

? Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is
constituted/reconstituted in line with the provisions of Section 178 of the
Companies Act, 2013. The Nomination and Remuneration Committee
recommends the appointment of Directors and remuneration of such Directors.
The level and structure of appointment and remuneration of all Key Managerial
personnel and Senior Management Personnel of the Company, as per the
Remuneration Policy, is also overseen by this Committee.

Our Company has constituted a nomination and remuneration committee
("Nomination and Remuneration Committee"). The details of the composition of
the Committee are set out in the following table:

S.No.	Name	Status	Designation
1.	Ms. Mallika Sanjiv Sawla	Director & Chief Financial Officer (CFO)	Member
2.	Ms. Smita Mayur Parekh	Independent Director	Chairman
3.	Mr. Kunaal Yoddha	Independent Director	Member

During the Financial Year under review 01 (One) meetings of the Nomination and
Remuneration Committee were convened and held. The dates on which the said
meetings were held:

1. 15th March, 2024

S.No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Ms. Mallika Sanjiv Sawla	Director and chief Financial Officer(CFO)	1
2.	Ms. Smita Mayur Parekh	Chairman and Independent Director	1
3.	Mr. Kunal Yoddha	Member and Independent Director	1

22. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER
DETAILS :-

The Nomination & Remuneration Committee of Directors have approved a Policy
for Selection, Appointment, Remuneration and determine Directors''
Independence of Directors which inter-alia requires that composition of
remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed
shall be of high integrity with relevant expertise and experience so as to have
diverse Board and the Policy also lays down the positive attributes/criteria while
recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company
i.e. at www.m.lakhamsi.com.

23. RISK MANAGEMENT: -

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has
developed and implement the Risk Management Policy for the Company
including identification therein of elements of risk, if any, which is in the opinion
of the Board may threaten the existence of the Company. These are discussed at
the meeting of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may
threaten the existence of the Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES :-

During the year under review, the Company has entered into related party
transactions falling under sub section (1) of Section 188 of the Companies Act,
2013. Form for disclosure of particulars of contracts/arrangements as required
under clause (h) of sub-section (3) of section 134 of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is provided in the Board Report in the
form AOC- 2 as “ANNEXURE -II”.

25. NO FRAUDS REPORTED BY STATUTORY AUDITORS:-

During the Financial Year 2023-24, the Auditors have not reported any matter
under Section 143(12) of the Companies Act, 2013, therefore no detail is
required to be disclosed under Section 134(3) of the Companies Act, 2013.

26. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES:-

During the year under review, the Company have a Subsidiary M/S LAKHAMSI
FZE

Hence provisions of Section 129(3) of the Companies Act, 2013 relating to
preparation of consolidated financial statements are applicable.

27. MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil
mechanism of Directors and employees to report to the management about the
unethical behavior, fraud or violation of Company''s code of conduct. The
mechanism provides for adequate safeguards against victimization of
employees and Directors who use such mechanism and makes provision for
direct access to the chairman of the Audit Committee in exceptional cases. The
policy of vigil mechanism is available on the Company''s website at
www.m.lakhamsi.com.

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

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

29. DIRECTORS’ RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013,
with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended
31st March, 2024 the applicable accounting standards had been followed
along with proper explanation relating to material departures;

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

a. That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;

(c) That the directors had prepared the annual accounts for the financial year
ended 31st March, 2024 on a going concern basis;

(d) That the directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were
operating effectively and

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

30. AUDITORS & AUDITORS’ REPORT: -
CQ Statutory auditors

M/s TDK & Co. Chartered Accountants, Mumbai (FRN: 109804W) have been
appointed as Statutory auditor

CQ Cost auditor

Pursuant to Section 148 of the Companies Act 2013, maintenance of cost
accounts and requirement of cost audit is not applicable.

CQ Secretarial A uditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors appointed M/s. Vikas Verma & Associates,
Company Secretaries, having its registered office at B-502, Statesman House, 148,
Barakhamba Road, New Delhi - 110001 as Secretarial Auditor for the year 2023¬
2024. The Report of the Secretarial Audit is annexed herewith as ‘ANNEXURE -
III'' The said Secretarial Audit Report does not contain any qualification,
reservations, adverse remarks and disclaimer.

CQ Internal Auditor

Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with
Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions
of the act, the Board of Directors appointed M/s Rajen T. Gala & Co., Chartered
Accountants (FRN: 121577W)as an Internal Auditor of the Company for the
financial year 2023 - 2024 in Board Meeting held on 15^th March, 2024.

31. LISTING OF SECURITIES: -

The Company is listed on the BSE Limited and is regular in paying the annual
listing fee to the stock exchange.

32. SECRETARIAL STANDARDS: -

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the
Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India and notified
by Ministry of Corporate Affairs.

33. ANNUAL RETURN: -

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule
12(1) of the Companies (Management and Administration) Rules, 2014, an
annual return is uploaded on website of the Company www.m.lakhamsi.com.

34. FAMILIARISATION PROGRAMMES: -

The Company familiarizes its Independent Directors on their appointment as
such on the Board with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, etc. through
familiarization programme. The Company also conducts orientation
programme upon induction of new Directors, as well as other initiatives to
update the Directors on a continuing basis. The familiarization programme for
Independent Directors is disclosed on the Company''s website
www.m.lakhamsi.com.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

The Management''s Discussion and Analysis Report for the year under review,
as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed
to this Annual Report as ‘ANNEXURE-IV”.

36. CODE OF CONDUCT: -

Commitment to ethical professional conduct is a must for every employee,
including Board Members and Senior Management Personnel of the Company.

The Code is intended to serve as a basis for ethical decision-making in conduct
of professional work. The Code of Conduct enjoins that each individual in the
organization must know and respect existing laws, accept and provide
appropriate professional views, and be upright in his conduct and observe
corporate discipline. The duties of Directors including duties as an
Independent Director as laid down in the Companies Act, 2013 also forms part
of the Code of Conduct. All Board Members and Senior Management Personnel
affirm compliance with the Code of Conduct annually.

37. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN
AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT-
2013:

The Company has zero tolerance towards sexual harassment at the workplace
and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the Rules there under. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on
sexual harassment. During the financial year under review, the Company has
not received any complaints of sexual harassment from any of the women
employees of the Company.

38. STATEMENT ON OTHER COMPLIANCES

Your Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the
year under review:

a. Details relating to deposits covered under Chapter V of the Act.

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

c. Issue of shares (including sweat equity shares) to employees of the
Company.

d. Neither the Managing Director nor any of the Whole-time
Directors of the Company receive any remuneration or
commission.;

39. BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012
dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual
Report for the top 100 listed entities. In view of the requirements specified,
the company is not mandated for the providing the BRR and hence do not form
part of this Report.

40. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, no employee has drawn remuneration
in excess of the limit set out in the said rules. ‘ANNEXURE-V''

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE. 2016

As there is no application made or pending under Insolvency and Bankruptcy
Code, 2016, so there is no requirement to give details of application made or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

42. WHOLE TIME DIRECTOR & CFO AND FINANCE MANAGER CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015,
the Whole Time Director & CFO and Finance Manager''s Certification is at
‘ANNEXURE-VI''.

43. DETAILS OF ONE TIME SETTLEMENT

During the period under review There has been no one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions.

44. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s
employees for their contribution towards the Company''s performance. The
Directors would also like to thank the shareholders, employee unions,
customers, dealers, suppliers, bankers, governments and all other business
associates for their continuous support to the Company and their
confidence in its management.

Date: 06.09.2024 For & on behalf of the Board

Place: Mumbai M Lakhamsi Industries Limited

Sd/- Sd/-

Sanjiv Mulchand Sawla Mallika Sanjiv Sawla

Managing Director Director and CFO

DIN:02045968 DIN:01943285

---

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the Thirty First Annual Report of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS 2014-20l5 2013-2014 (Rs) (Rs)

Profit/(loss) before Taxes (5,67,410) 16,556

Less: Provision of Taxes for the year -- --

Profit after Taxes (5,67,418) 16,566

Add: 4219131 42,02,565

Balance of Profit & Loss Account from previous year

Short Provision of taxes for the earlier period 1070 ---

Balance carried to Balance Shoot 36,52,783 42,19,131

OPERATIONS:

During the year under review the Company restricted its major activities to investments activities only. During the year the Company had started the activities of arbitrage in National Spot Exchange Ltd,, the commodity exchange, through broking firm, Motiial Oswal Commodity Brokers Pvt. Ltd. in the month of April,2013. As per the nature of activities, the funds placed were regularly returned by the Exchange up to July, 2013. However, since then, the entire amount was stuck and the recoveries have declined substantially. As per the information with the Company, some kind of financial fraud has taken place with the said commodity exchange and amounts running into thousands of crores of rupees have been stuck with the said commodity exchange. At the end of the year under reporting, an amount of Rs, 50,37,030/- of the Company has remained to be recovered from the said commodity exchange. The Company has also lodged a complaint together with the said broking firm and ail other affected parties. As the entire amount was placed with the said commodity exchange, the Company is hopeful of recovering the same within a short period. At the same time, the Company also believes that there may be difficulty in recovering the entire amount and hence a Provision of Doubtfl Debts is made to the extent of 5 %of the amount remaining outstanding at the end of the year.

DIVIDEND:

The Directors do not recommend any dividend for the financial year under review.

RESERVES

There is no amount has been proposed to carry to Reserves.

DEPOSITS:

The Company has nor accepted any deposits from the Public.

MEETINGS OF THE BOARD

The Board of Directors duly met Seven times on 19th May, 2014, 20th June,2014, 31st July,2014, 15th September, 2014, 21st October,2014,30th December, 2014 and 11th February,2015.

DIRECTORS' RESPONSIBILITY STATEMENT [SECTION 134 (5)]

Your Directors state that;

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no materia! departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2U15 and of the loss of the Company for the year ended on that date;

c) the Directors 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;

d) the Directors have p repared the annual accounts on a 'going concern' basis:

e) 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

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

AUDITORS

The Auditors, M/s. H. Diwan & Associates, Chartered Accountants, will retire at the forthcoming Annual General Meeting and are eligible for re-appointment They have furnished a certificate to the effect that proposed re-appointment, if made, will he in accordance with Section 139 of the Companies Act, 2013 . The Audit Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed Mr, Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15- The Secretarial Audit Report tor the financial year ended March 31, 2015 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark,

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri. Shreyas Mehta, director of the company, retire by rotation by virtue of the provisions of the Companies Act, 2013 but being eligible offer himself for re-appointment.

Mrs. Nilima Mehta was appointed as an Additional Director of the Company w.e.f. 11th February, 2015. Further pursuant to Section 161 of the Companies Act, 2013, Mrs. Milium Mehta, holds office upto the date of ensuing Annual General Meeting of the Company, The Company has received notice along with the deposit of requisite amount from the member of the Company for her appointment as Directors of the Company,

During the year, Mr Kiri t Mehta and Mr Dilip Dalai have been appointed as an Independent Directors for the terms of 5 years.

Mr. Venn Kalikkot has been appointed as Chief Financial Officer of the Company with effect from 15th September,2014 and he resigned as Chief Financial Officer of the Company with effect from 30th May,2015. Mr. Ashay Mehta has been appointed as Chief Financial Officer of the Company with effect from 30th May, 2015,

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

The following policies of the Company are put up on the website of the Company:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act The performance of the Board was evaluated by The Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc,

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. 111 addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of The board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements, During the year, such controls were tested and no reportable material weakness in the designer operation were observed.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loans and guarantees given, no investments made and no securities provided by the Company under Section 106 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

There was no contract or arrangements made with related parties as defined under Section IRS of the Companies Act 2013 during the year under review. However Company had avail professional service Iron Mr. K P Mehta, Independent director of the Company which is in the ordinary course of business and on an arm's length basis.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, joint venture or Associate Company.

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

information as per Section 134(3)(m) or the Companies Act 2013 and the rule 8(3) of the Companies (Accounts) rules, 2014. The following information is furnished for the year ended 31st March, 2013.

Particulars with respect to Conservation to Energy - Not Applicable

Particulars with respect to Absorption of Technology - Not Applicable

Foreign Exchange Earnings and Outgoings - Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014, is annexed herewith as Annexure II to this Report However, as per the provisions of Section 136 of the Companies Act, 2013, read with subrules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Compliance officer of the company at the Corporate Office of the Company.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed here with as Annexure III to this Report. CORPORATE RESPONSIBILITY STATEMENT (CSR):

Your Directors stare that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions Corporate Social Responsibility is not applicable to the Company as the Company is not failing under the said parameters.

DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely of Mr. Kirit P Mehta, Mr. Samir M Mehta and Mr. Dilip N Dalai. The Chairman of the Committee is Mr. Kirit P. Mehta. All the recommendations made by the Audit Committee wore accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy In terms of the Listing Agreement includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a Setter to the Task Force or to the Chairman of the Audit Committee.

CORPORATE GOVERNANCE

As per the 5EEI Circular No CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 the new Clause 40 is applicable to the Companies having paid up Equity Share Capital of Rs. 10 crores or above and Net Worth of Rs. 25 crores or above as on last day of previous financial year.

As the Company's paid up Equity Shave Capital is less than Rs.10 Crores and Net worth is less than Rs. 25 Crores, the Revised Clause 49 is not applicable to the Company

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

2) The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence is very minimal.

3) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4) Your Directors further state that 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.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and, on behalf of the Board

Shreyas Mehta Chairman [DIN No: 00211592)

Place: Mumbai Date: 4th August 2015

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company together with the Audited Statement of Accounts for the year ended on 31 st March, 2010.

FINANCIAL RESULTS : 2009-2010 2008-2009 (Rs.) (Rs.)

Profit before Taxes 3577146 69663

Less: Provision of Taxes for the year 560000 --

Profit after Taxes 3017146 69663

Less: Short Provision of Taxes for earlier years -- 18247

3017146 51416

Add: Balance of Profit & Loss Account

from previous year 730042 678626

Balance carried to Balance Sheet 3747188 730042

OPERATIONS:

During the year under review the Company restricted its major activities to investments activities only. The Directors recommend any dividend for the financial year under review.

DIRECTORS:

Shri Samir M. Mehta and Shri Ririt M. Mehta directors of the company, retire by rotation by virtue of the provisions of the Companies Act, 1956 and the Articles of Associations of the Company but being eligible offer themselves for re-appointment.

COMPLIANCE CERTIFICATE:

In accordance with Section 383Aof the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a Secretary in the whole time practice and a copy of such certificate is attached to this Report.

PERSONNEL:

The Company has no employee covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

Your Directors are happy to place on record their high appreciation of the contribution made by the employees at all levels through their sense of duty, dedication and devotion towards the operations of the Company.

DEPOSITS:

The Company has not accepted any deposits from the Public.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2 AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed,

i. that in the preparation of the annual accounts for the financial year ended 31 st March, 2010. the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year under review; and of the profit of the Company for the financial year ended 31 st March, 2010.

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the accounts for the financial year ended 31 st March, 2010, on a going concern basis.

AUDITORS:

The Auditors M/s. H. Diwan & Associates, Chartered Accountants, will retire at the forthcoming Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that proposed re-appointment, if made, will be in accordance with Section 224( 1 )(B) of the Companies Act, 1956.

INFORMATION AS PER SECTION 217(1)(E) :

Information as per Section 217(1 )(e) of the Companies Act 1956 and the Disclosure of particulars in the report of the Board of Directors Rules, 1988 the following information is furnished for the year ended 31 st March, 2010.

Particulars with respect to Conservation to Energy - Not Applicable

Particulars with respect to Absorption of Technology - Not Applicable Foreign Exchange Earnings and Outgoings - Nil

By Order of the Board of Directors,

Place .-Murnbai S.R.MEHTA

Date : 30-07-2010 Director