To,
The Members,
Lloyds Enterprises Limited
Your Directors are pleased to present the Company's 39th (Thirty-Ninth)
Annual Report of the Company along with the Audited Standalone and Consolidated Financial
Statement for the Financial Year ("FY") ended 31st March,
2025.
FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS
The Audited Financial Statements of your Company as on 31st March, 2025, are
prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind
AS") and Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlights are depicted below:
( ' in Lakhs)
|
Standalone |
|
Consolidated |
|
Particulars |
Current Year |
Previous Year |
Current Year |
Previous Year |
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
| Revenue from operations |
59,337.50 |
31,671.81 |
148,828.97 |
95,843.74 |
| Other Income |
3,338.85 |
9,223.48 |
8,264.07 |
13,531.67 |
Total Income |
62,676.35 |
40,895.29 |
1,57,093.04 |
1,09,375.41 |
| Expenses |
60,845.03 |
31,867.64 |
1,40,778.53 |
88,100.17 |
Profit/(Loss)
before
exceptional item |
1,831.32 |
9,027.65 |
16,314.51 |
21,275.24 |
| Exceptional Item |
|
|
|
|
Profit/(Loss) before tax |
1,831.32 |
9,027.65 |
16,314.51 |
21,275.24 |
| Tax expenses |
188.52 |
1,803.99 |
3,684.41 |
3,795.32 |
Profit/(Loss) after tax |
1,642.80 |
7,223.66 |
12,630.10 |
17,479.92 |
| Share of Profit/ (Loss) of associate |
|
|
(292.34) |
0.10 |
Profit/(Loss) for the Period |
1,642.80 |
7,223.66 |
12,337.76 |
17,480.02 |
| Other comprehensive income (net of tax) |
1,20,544.01 |
1,76,783.45 |
85,983.17 |
44,510.51 |
Total
Comprehensive Income of the Year |
1,22,186.81 |
1,84,007.11 |
98,320.93 |
61,990.53 |
On Standalone Basis
The Company has a net profit of ' 1,642.80 lakhs for the year under
review as against ' 7,223.66 lakhs profit in the last year. The total Income
of the Company for the year under review was ' 62,676.35 lakhs as against ' 40,895.29
lakhs during the last year.
On Consolidated Basis
The Company has consolidated net profit of '12,337.76 lakhs for the year under
review as against ' 17,480.02 lakhs profit in the last year. The total
consolidated income of the Company was ' 1,57,093.04 lakhs for the year
under review as against ' 1,09,375.41 lakhs during the last year.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company w.e.f. 17th October, 2024 have been
actively listed and traded on National Stock Exchange of India Limited ("NSE")
along with being listed and traded on Bombay Stock Exchange Limited. With this the equity
shares of the Company are being listed and traded on two most leading Stock Exchanges in
India.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read with Schedule V of the Regulations, a
separate section on the Management Discussion and Analysis Report ("MDAR"),
which includes details on the state of affairs of the Company forms part of this Annual
Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations the
Business Responsibility and Sustainability Report ("BRSR") describing the
various initiatives taken by the Board of Directors of the Company forms part of this
Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company have been prepared in accordance
with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read
together with Companies (Indian Accounting Standards) Rules, 2015 (as amended) and forms
part of this annual report. In accordance with Section 136 of the Act the Audited
Financial Statements including Consolidated Financial Statements and related information
of the Company and audited accounts of each of subsidiaries are available of the website
of the Company at www.llovdsentemrises.in
The Board of Directors of the Company reviewed the affairs of the Subsidiaries/
Associate of the Company. Pursuant to the provisions of Section 129 (3) of the Act and the
Companies (Accounts) Rules, 2014, the salient features of the Financial Statement of each
of our Subsidiaries/ Associate are set out in the Form AOC-1, which forms a part of the
Financial Statements section of this Annual Report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Details of Companies which are Subsidiaries, joint ventures, or associate Companies as
on 31st March, 2025
Subsidiary Companies:
Lloyds Engineering Works Limited.
Lloyds Realty Developers Limited (formerly known as Aristo Realty Developers
Limited).
Indrajit Properties Private Limited.
Step down Subsidiary Companies:
Simon Developers and Infrastructure Private Limited.
Techno Industries Private Limited.
Associate Companies:
Cunni Realty and Developers Private Limited.
Adithyapower Refractories and Insulation Private Limited.
Details of Companies which have become or ceased to be its Subsidiaries, Joint Ventures
or Associate Companies during the year:
Lloyds Infrastructure & Construction Limited ("LICL"):
Lloyds Enterprises Limited ("LEL") was initially holding 12.25 %
equity stake in Lloyds Infrastructure & Construction Limited ("LICL"),
has made further acquisition of 12.25 % equity stake in LICL on 30th January,
2025 and pursuant to the said acquisition, LICL became an Associate Company of LEL, with
an aggregate equity stake of 24.50 % of total paid-up capital of LICL. Subsequently,
following an increase in the paid-up share capital of LICL, LEL's equity stake was diluted
to 24.20% total paid-up capital of LICL.
On 29th March, 2025 LEL holding 24.20% equity stake in LICL being Associate
Company of LEL has sold its entire equity stake in LICL, thereby LICL ceased to be an
Associate Company of LEL.
In accordance with Section 129(3) of the Act and Regulation 34(2) of SEBI Listing
Regulations, we have prepared the consolidated financial statements of the Company, which
form part of this Annual Report.
Further, a statement containing the salient features of the financial statements of our
associate and subsidiaries in the prescribed format AOC-1 is appended as "Annexure
A" to the Board's report. The statement also provides details of the performance
and financial position of the associate.
SHARE CAPITAL
The paid - up equity capital of the Company as on 31st March, 2025 was
1,27,21,26,621. The said shares are listed on BSE Limited ("BSE") and
National Stock Exchange of India Limited ("NSE"). There was no change in
the paid - up capital of the Company during FY 2024-25.
i. Authorised Share Capital
During the year under review, there was no change in the authorised capital of the
Company. Your Company has neither issued any shares with differential rights as to
dividends, voting or otherwise nor issued any sweat equity shares during the year under
review.
ii. Issue of equity shares with differential rights
Your Company does not have any equity shares with differential rights and hence no
disclosures is required to be given under Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014.
iii. Issue of sweat equity shares
During the year under review, your Company has not issued any sweat equity share and
hence no disclosures is required to be given under Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014.
iv. Preferential issue of Equity Shares
The Company has not issued any Preferential issue of Equity Shares.
v. ESOP Allotment
During the year under review, the Company has not made any allotment of Equity Shares
to its ESOP Trust under its ESOP Policy (i.e. "LLOYDS ENTERPRISES LIMITED EMPLOYEE
STOCK OPTION PLAN - 2025").
vi. Inter-se transfer of Shares between Promoters
During the year under review the following shares were transferred between the
promoters of the Company:
Sr.
No |
Name of Transferor
(Promoter) |
Name of Transferee (Promoter) |
Mode |
% of the total paid-up share capital |
1. Mr. Mukesh Rajesh Gift 0.17 Gupta Gupta |
CHANGE IN THE NATURE OF BUSINESS ACTIVITIES
During the year under review, there was no change in the nature of business of the
Company.
BOARD OF DIRECTORS
The year under review saw the following changes to the Board of Directors ("Board").
Appointment/ Re-appointment
Mr. Jagannath P. Dange (DIN:01569430)
During the Financial Year under review, pursuant to the provisions of Section 149, 150
152 and 161 read with Schedule IV of the Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel) and based on the recommendation of the
Nomination and Remuneration Committee, Mr. Jagannath P. Dange (DIN:01569430) was appointed
as Non-Executive, Independent Director of the Company, for a term of 5 (five) consecutive
years with effect from 25th October, 2024 till 24th October, 2029,
not liable to retire by rotation.
The Members of the Company vide resolution passed by Postal Ballot on 19th
January, 2025, have approved Mr. Jagannath P. Dange's appointment as a Non-Executive,
Independent Director of the Company.
In the opinion of the Board, Mr. Jagannath P. Dange is a Commerce and Law Graduate, and
has done postgraduation in Business Administration Development from Nagpur University,
Pune University and Bath University from U.K. He commenced his career as an IAS officer in
1973 in Maharashtra Cadre. He has served for more than 38 years in different positions
including districts, Government of Maharashtra and Government of India and gained hands-on
experience for the management of Government organizations, Public Sector undertakings and
NGOs.
Mr. Satish Kumar Gupta (DIN: 02914009)
During the Financial Year under review, pursuant to the provisions of Section 149, 150
152 and 161 read with Schedule IV of the Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel) and based on the recommendation of the
Nomination and Remuneration Committee, Mr. Satish Kumar Gupta (DIN: 02914009) was
appointed Independent Director of the Company, for term of five consecutive years
commencing from 10th December, 2024 till 09th December, 2029, not
liable to retire by rotation.
The Members of the Company vide resolution passed by Postal Ballot on 19th
January, 2025, have approved the appointment of Mr. Satish Kumar Gupta (DIN: 02914009) as
a Non-Executive, Independent Director of the Company.
In the opinion of the Board, Mr. Satish Kumar has completed Business Management from
XLRI, Jamshedpur and is a mechanical engineering graduate from Delhi University. He was
previously associated with Bharat Heavy Electronics Limited (BHEL), ICICI Bank, Turnaround
Management Association (TMA) (a Chicago based global firm focusing on recognition of
corporate restructuring and turnarounds). His expertise includes financial management,
corporate credit with in-depth knowledge of legal framework and in-depth knowledge and
understanding of industries operating in iron and steel, infrastructure, auto ancillaries'
sectors.
Mr. Vikram Chandrakant Shah (DIN: 00824376)
During the Financial Year under review, pursuant to the provisions of Section 161 of
the Act and based on the recommendation of the Nomination and Remuneration Committee, and
based on the evaluation of the balance of skills, knowledge, experience and expertise
considered Mr. Vikram Chandrakant Shah (DIN: 00824376) was reappointed as Non-Executive,
Independent Director of the Company, for second term of five consecutive years commencing
from 05th February, 2025 to 04th February, 2030, not liable to
retire by rotation.
The Members of the Company vide resolution passed by Postal Ballot on 19th
January, 2025, have approved Mr. Vikram Chandrakant Shah (DIN: 00824376) reappointment as
a Non-Executive, Independent Director of the Company.
Retire by Rotation
Mr. Rajesh Gupta, (DIN: 00028379)
In accordance with the provisions of the Section 152 of the Act, and the Articles of
Association of the Company, Mr. Rajesh Gupta, Director (DIN: 00028379) of the Company
retires by rotation and being eligible offers himself for reappointment at ensuing 39th
AGM.
Detailed profile of Mr. Rajesh Gupta seeking re-appointment at the forthcoming AGM as
required under Secretarial Standard on General Meetings and Regulation 36 of the Listing
Regulation is provided separately by way of an Annexure to the Notice of AGM.
Cessation
Mr. Nurani Krishnamoorthy Mohan (DIN: 02542406)
During the FY under review, Mr. Nurani Krishnamoorthy Mohan (DIN: 02542406), ceased to
be Non-Executive, Independent Director of the Company, with effect from the close of
business hours on 13th January, 2025 due to completion of their term as
Independent Directors of the Company.
The Board places on record its appreciation for the guidance and support provided by
them during their association with the Company.
ENTERPRISES.^^^^ 13th February, 2025 and 29th March, 2025. The
details of the meeting are provided in the Corporate Governance Report, which forms part
of this Annual Report. The maximum interval between any two meetings did not exceed 1 20
days as required under Regulation 17 of the SEBI Listing Regulations, Section 173 of the
Act and Secretarial Standard on Meetings of the Board of Directors.
Committees of the Board
As on 31st March, 2025, the Board had 05 (Five) Committees which are
mandatory under the Companies Act, 2013 and the SEBI (Listing Regulations and Disclosure
Requirements), 2015, viz: Audit Committee, Nomination and Remuneration Committee,
Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Risk
management Committee. Also, for the purpose of ensuring that the Company's investments are
managed in a way that aligns with the organization's goals and objectives, the Company has
Investment Committee. A detailed note on the composition of the Board and its Statutory
Committees is provided in the Corporate Governance Report that forms part of this Annual
Report.
Board Evaluation
Pursuant to the corporate governance requirements as prescribed in the Act and the SEBI
Listing Regulations, the annual evaluation of the Board of Directors, individual directors
and Committees was conducted.
The exercise for evaluation was carried out through a structured questionnaire
specifically designed for the Board, Committees and Individual Directors. The Board's
functioning was evaluated on various aspects, inter alia, including its structure,
strategic direction, meeting effectiveness, stakeholder value and responsibility,
performance management, information management, governance, compliance and overall
performance metrics. The Directors were evaluated on aspects such as strategy, function,
ethics and values, team player, self-development and other general criteria.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members based on criteria. The criteria are broadly based in line with the
Guidance note on Board Evaluation issued by the Securities and Exchange Board of India
vide its circular dated 5th January, 2017.
In a separate meeting of Independent Directors, performance of non-independent
directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of other directors. The Directors were satisfied with the evaluation
results, which reflected the
overall functioning of the Board and its Committees. The performance evaluation of all
the Independent Directors was done by the entire Board of Directors of the Company,
excluding the independent director being evaluated.
Declaration by Independent Directors
The Company has received declarations from the Independent Directors confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Act read
with Regulation 16(1 )(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of
the SEBI Listing Regulations, the Independent Directors have confirmed that they are not
aware of any circumstances or situations which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their duties.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as independent directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board. In
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the Company have
confirmed about their enrolment in the data bank of Independent Directors maintained by
the Indian Institute of Corporate affairs.
The Board is of the opinion that all the Independent Directors including Independent
Directors appointed during the year, if any, are persons possessing integrity and have
relevant expertise and experience in their fields.
Familiarization Programme for Independent Directors
The familiarization Programme is to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the overall
functioning and performance of the Company.
The Independent Directors have complete access to the information within the Company.
As a part of Agenda of Board/Committee Meetings, presentations are regularly made to the
Independent Directors. The detailed discussions and presentations on the sales, credit and
operations of the Company, business plans, financials, risks and mitigation plans,
compliances, major litigation, regulatory scenario etc. are facilitated by the Company's
senior management. It remains the constant endeavor of the Company to continually update
its Directors on the various developments, facilitate interaction with various functional
and department heads of the Company and external experts.
The policy and details of familiarization Programme conducted during the FY 2024-25 is
available on the Company's website at https://www.llovdsenterDrises.in/
Meeting of Independent Directors
During the year under review, the Independent Directors met on 17th March,
2025, without the attendance of NonIndependent Directors and members of the management.
The Independent directors reviewed the performance of Non-Independent Directors, the
Committees and your Board as a whole along with the performance of the Chairman of your
Company, taking into account the views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow of information between the
management and your Board that is necessary for your Board to effectively and reasonably
perform their duties.
All the Independent Directors were present at these meetings. The observations made by
the Independent Directors have been adopted and put into force.
VARIOUS COMPANY'S POLICIES
In accordance with the provisions of the SEBI Listing Regulations and the Act, the
Company has formulated and implemented the following policies. All the Policies are
available on Company's website (https://www.llovdsenterDrises.in/index.DhD/corDorate-policies/)
under the heading "Corporate Policies." The policies are reviewed
periodically by the Board and updated based on need and requirements.
Whistle Blower & Vigil Mechanism Policy
The Company has established a whistle blower policy/ vigil mechanism as per Section
177(9) of the Act, read with Rule 7 of the Companies (Meeting of the Board and its Powers)
Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, for the directors and
employees of the Company, to report their unethical or improper activities and financial
irregularities. The policy also provides for adequate safeguards against victimization of
directors, or employees or any other person who has availed the mechanism and provides for
direct access to the Chairperson of the Audit Committee in appropriate or exceptional
cases. No person has been denied access to the chairman of the Audit Committee. The Audit
Committee monitors and reviews the investigations of the whistle blower complaints.
Mr. Rajesh Gupta, Director of the Company, has been designated as the "Whistle
Blowing Officer" for various matters related to Vigil Mechanism.
The Whistle Blower & Vigil Mechanism policy can be accessed on the Company's
website at https://www.lloydsenterprises. in/index.DhD/corDorate-Dolicies/
Policy for Related Party Transactions
All related parties' transactions were placed before the Audit Committee for its
approval. An omnibus approval from Audit Committee was obtained for the related party
transactions which are repetitive in nature.
All the transactions with the related parties entered during the year under review,
were on arm's length basis and in ordinary course of business.
In accordance with the requirements of Act and the SEBI Listing Regulations, the
Company has formulated a Policy on Related Party Transactions for identification and
monitoring of such transactions. The policy regulates all transactions taking place
between the Company and its related parties, in accordance with the applicable provisions.
The policy on Related Party Transaction is available on the Company's website can be
accessed on the Company's website at httDs://www.llovdsenterprises.in/index.DhD/
corporate-policies/
Code of conduct for Director(s) and Senior Management Personnel
The Company has laid down a Code of Conduct for all the Directors and the Senior
Management of the Company which is available at httDs://www.llovdsenterprises.in/
All the Directors and Senior Management of the Company have affirmed compliance with
the Code for the FY ended 31st March, 2025. A declaration to this effect signed
by the Managing Director of the Company is annexed to the Report.
Risk Management Policy
The Company has formulated the Risk Management policy in compliance with the provisions
of the Act and the SEBI Listing Regulations, to identify risks and minimize their adverse
impact on business and strive to create transparency.
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. The Company employs a
structured approach to risk management, which encompasses risk identification, risk
evaluation, risk mitigation, and risk monitoring.
The Risk Management Policy can be accessed on the Company's website at httDs://www.llovdsenterDrises.in/
index.DhD/corDorate-Dolicies/
Nomination and Remuneration Policy
In line with the requirements of Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations, the Company has in place a Nomination & Remuneration Policy
which provides for the processes relating to selection, appointment and remuneration of
directors, key managerial personnel and senior management employees including other
matters as provided. It also provides for effective evaluation of performance of the
Board, its committees and individual directors.
Kindly refer to the section on Corporate Governance, under the head, Nomination
and Remuneration Committee' for matters relating to constitution, meetings, functions of
the Committee and the remuneration policy formulated by this Committee.
The Nomination and Remuneration Policy can be accessed on the Company's website at https://www.llovdsenterprises.
in/index.DhD/corporate-Dolicies/
Policy for Determination of Materiality of an Event or Information
As per the requirements of the SEBI Listing Regulations, the Company has formulated a
policy for determination of materiality-based events.
The Policy for Determination of materiality of an event or information policy can be
accessed on the Company's website at https://www.llovdsenterprises.in/index.php/
corporate-policies/
Policy on Preservation of Documents
In line with the requirements of Regulation 9 of the SEBI Listing Regulations, the
Company has adopted the policy on preservation of the documents.
The policy on preservation of documents can be accessed on the Company's website at https://www.llovdsenterprises.
in/index.DhD/corporate-Dolicies/
Insider Trading -Code of Conduct
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, (hereinafter
"SEBI PIT Regulations") the Company has adopted the Insider Trading Code.
The Code provides framework for dealing with the securities of Company in a mandated
manner.
The above Insider Trading-code of conduct can be accessed on the Company's website at https://www.llovdsenterprises.
in/index.DhD/corDorate-Dolicies/
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive
Information ("UPSI")
Pursuant to SEBI PIT Regulations, the Company has formulated a written policy and
procedure for:
1. inquiry in case of leak of unpublished price sensitive information for initiating
appropriate action on becoming aware of leak of unpublished price sensitive information;
2. informing 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"),
which can be accessed on the Company's website at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information
Pursuant to SEBI PIT Regulations, the Company has formulated the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information which includes
therein the policy for determination of "Legitimate purposes for sharing UPSI".
The code of Practices and Procedures for Fair Disclosure of the Unpublished Price
Sensitive Information can be accessed on the Company's website at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/
Policy on Material Subsidiary
The Company had formulated a policy for determining material subsidiaries in accordance
to SEBI Listing Regulations which can be accessed on the Company's website at https://www.llovdsenterprises.in/index.DhD/
corDorate-Dolicies/
Corporate Social Responsibility Policy
The Company has constituted the Corporate Social Responsibility ("CSR")
Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014("CSR Rules").
The brief details of CSR Committee are provided in the Corporate Governance Report, which
forms part of this Annual Report.
The Corporate Social Responsibility Policy (hereinafter "CSR Policy")
of the Company has been prepared pursuant to Section 135 of the Act and the CSR Rules. The
CSR policy serves as a referral document for all CSR related activities at the Company.
The CSR Policy relates to the activities to be undertaken by the Company as specified in
schedule VII and other amendments/circulars thereon to the Companies Act, 2013.
The CSR Policy can be accessed on the Company's website at httDs://www.llovdsenterDrises.in/index.DhD/corDorate-
policies/
The disclosures with respect to CSR activities are given in "Annexure C".
Succession Planning Policy
In compliance with Regulation 17(4) of the SEBI Listing Regulations, the Company has
established a comprehensive Succession Planning Policy. This policy ensures that
appropriate plans are in place to facilitate the orderly succession of appointments to the
positions of Chairman, Board of Directors, Key Managerial Personnel, and Senior
Management. The policy is designed to support seamless transitions and maintain
organizational stability.
Dividend Distribution Policy
The dividend recommended is in accordance with the Company's Dividend Distribution
Policy. The Dividend Distribution Policy, in terms of Regulation 43A of SEBI Listing
Regulations is available on the Company's website on https://
www.llovdsenterDrises.in/index.DhD/corDorate-Dolicies/
CORPORATE GOVERNANCE REPORT AND CERTIFICATE
The Company has taken adequate steps to ensure that all the mandatory provisions of
Corporate Governance as prescribed under SEBI Listing Regulations are complied with. As
per Regulation 34(3) Read with Schedule V of SEBI Listing Regulations, a separate section
on corporate governance, together with a certificate from the Company's Statutory
Auditors, forms part of this Report.
AUDITORS
Statutory Auditor
Pursuant to Section 139 of the Act and the Rules made there under, the Shareholders of
the Company in the AGM held on 29th September, 2021 appointed M/s Todarwal
& Todarwal LLP (Firm Registration No. 111009W/W100231) as the Statutory Auditors of
the Company for a period of 05 (Five) Years from the conclusion of the 35th AGM
till the conclusion of the 40th AGM of the Company to be held in the Year 2026.
M/s. Todarwal & Todarwal LLP have confirmed their eligibility to continue as the
Statutory Auditors of the Company under Sections 139 and 141 of the Act and the applicable
rules. Additionally, as required by the Listing Regulations, the Auditors have confirmed
that they hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
Statutory Audit Report
During the FY 2024-25, the observations made by the Statutory Auditor in their Audit
Report read with the relevant notes thereof as stated in the Notes to the Audited
Financial Statements of Company for the FY ended 31st March, 2025
are self-explanatory and being devoid of any reservation(s), qualification(s) or
adverse remark(s) etc. do not call for any further information(s)/ explanation(s) or
comments from the Board under Section 134(3)(f)(i) of the Act.
Secretarial Auditor
Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI Listing Regulation,
the Board of Directors of the Company has appointed M/s Mitesh J. Shah & Associates
(Membership No. 10070 CP No. 12891) as the Secretarial Auditor of the Company to conduct
Secretarial Audit for the FY 2024-25.
Further Board on recommendation of the Audit Committee, has approved the appointment of
M/s. Mitesh Shah & Co., Company Secretaries (Firm Registration No.: as P2025MH104700),
as Secretarial Auditors of the Company subject to approval of the Members of the Company
at the ensuing AGM for a period of Five (5) consecutive years from commencing from FY 2025
-26 till FY 2029-30 at such remuneration as shall be fixed by the Board of Directors of
the Company.
Secretarial Audit Report
As required under provisions of Section 204 of the Act, the report in respect of the
Secretarial Audit carried out by M/s Mitesh J. Shah & Associates., Practicing Company
Secretary (Membership No. 10070 CP No. 12891), in Form MR-3 for the FY 2024-25 is annexed
hereto marked as "Annexure D" and forms part of this Report. The said
Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and
qualification(s) etc. does not call for any further explanation(s)/ information or
comment(s) from the Board under Section 134(3) (f)(ii) of the Act.
Internal Auditor
Pursuant to Section 138(1) of the Act read with the Companies (Accounts) Rules, 2014,
your Company is required to appoint an internal auditor to conduct internal audit of the
functions and activities of your Company.
The Board of Directors of the Company appointed R.D Nagvekar & Co to conduct
Internal Audit of the Company for the period under review. The Internal Auditor has
conducted audit of FY 2024-25 and submitted report thereof to the management of the
Company.
Internal Audit Report
The Internal Auditor's Report does not contain any qualification, reservation or
adverse remark requiring any explanations / comments by the Board of Directors.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditors of the Company have reported any frauds to the Audit Committee or to the Board of
Directors under Section 143(12) of the Act including rules made thereunder.
MAINTENANCE OF COST RECORDS
The maintenance of cost accounts and records as prescribed under section 148(1) of the
Act is not applicable to the Company.
INTERNAL FINANCIAL CONTROLS
Risk is an inherent aspect of a dynamic business environment. The Risk Management
Policy helps the management and Board of Directors to put in place an effective framework
for taking informed decisions about the internal and external risks of the Company. To
minimize the adverse consequence of risks on business objectives, the Company has framed
this Risk Management Policy ("Policy/RMP"). The Policy provides a route
map for risk management, mitigation measures and guidance from the Risk Management
Committee and the Board of Directors.
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observations has been received from the Statutory Auditors and the Internal
Auditors of the Company, on the inefficiency or inadequacy of such controls.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED
During the year under review, the Company has made investment in accordance with
section 186 of the Act. Further, the Company has not given any loan or guarantee during
the FY 2024-2025.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Board of Directors have adopted the Policy on Materiality of Related Party
Transactions and Dealings with Related Party Transactions as per the applicable provisions
of the Act and the Listing Regulations and the same is available on the website of the
Company at https://www. llovdsenterDrises.in/index.DhD/corDorate-Dolicies/
Particulars of contracts or arrangements or transactions with related party referred to
in section 188 of the Act, in the prescribed form AOC-2, are enclosed with this report as
"Annexure E".
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI
In terms of Section 118(10) of the Act, the Company states that the applicable
Secretarial Standard i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of
India, relating to Meetings of the Board of Directors and General Meetings respectively
have been duly complied with.
DEPOSITS
During the year under review, the Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as Deposits'
in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules,
2014 and hence, the requirement for furnishing of details of deposits which are not in
compliance with the Chapter V of the Act is not applicable.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or
Tribunal which can have impact on the going concern status and the Company's operations in
future.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and adopted a policy
on Prevention, Prohibition and Redressal Sexual Harassment of Women at Workplace in line
with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and rules frame thereunder. Internal Complaints Committee ("ICC") is
in place for office of the Company to redress complaints received regarding Sexual
Harassment.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules made thereunder have been provided in the
Report on Corporate Governance and Business Responsibility and Sustainability Report.
Number of Sexual Harassment Complaints -
received during the year
Number of Sexual Harassment Complaints -
disposed-off during the year
Number of Sexual Harassment Complaints -
pending for more than 90 days
MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
amended from time to time. All eligible female employees are provided maternity benefits
in accordance with the statutory requirements, including paid leave, and other related
entitlements. The Company remains committed to creating a supportive and inclusive work
environment for its women employees and ensures strict adherence to all applicable labour
laws, including the Maternity Benefit Act.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Information on conservation of energy and technology absorption in accordance with
provisions of section 134(3) (m) of the Act, read with Rule 8 of Companies (Account)
Rules, 2014 is not required since the Company is not a manufacturing Company.
There were no foreign exchange earnings and out go during the year.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual
Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule
11 & Rule 12 of the Companies (Management and Administration) Rules, 2014 are placed
on the website of the Company and is accessible on the website of the Company i.e. https://www.llovdsenterDrises.in/.
LISTING FEES
The listing fees payable for the FY 2024-2025 has been paid duly paid to BSE Limited
and National Stock Exchange of India Limited ("NSE") Limited.
CYBER SECURITY
In view of increased cyberattack scenarios, the cyber security maturity is reviewed
periodically and the processes, technology controls are being enhanced in-line with the
threat scenarios. The Company's technology environment is enabled with real time security
monitoring with requisite controls at various layers starting from end user machines to
network, application and the data.
During the year under review, your Company did not Face any incidents or breaches or
loss of data breach in cyber security.
GENERAL DISCLOSURE
During the FY under review:
The Company has not bought back its shares, pursuant to the provisions of Section 68 of
the Act and Rules made thereunder.
b) The Company has not failed to implement any corporate action.
c) The Company has not made any provisions of money or has not provided any loan to the
employees of the Company for purchase of shares of the Company, pursuant to the provisions
of Section 67 of the Act and Rules made thereunder.
d) There was no revision of financial statements and Board's Report of the Company.
e) There were no significant material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the FY of the Company to
which the Financial Statements relate and the date of this Report.
f) Neither the Managing Director nor the Whole Time Director of the Company received
any remuneration or commission from any of its Subsidiaries or Associates.
g) No application has been made under the Insolvency and Bankruptcy Code, hence, the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the
end of the FY is not applicable.
h) The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done, while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
i) The securities were not suspended from trading during the year due to corporate
actions or otherwise.
j) No candidate was nominated by small shareholders in terms of Section 151 of the Act.
k) None of the Auditors and/or Secretarial Auditors, resigned during the year.
l) There was no delay, in holding AGM.
- There was no change in Auditors and/or Secretarial Auditors during the year.