Directors Report of Last Mile Enterprises Ltd.

Mar 31, 2025

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

1. FINANCIAL HIGHLIGHTS:

The summarized Consolidated and standalone Financial Performance of your Company
for the Financial Year 2024-25 and the previous Financial Year 2023-24 is tabled
below:

(Rs. in lakhs)

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	3021.18	22.96	38515.83	13102.44
Other income	1455.17	349.87	1861.68	827.04
Total Income	4476.35	372.83	40377.51	13929.48
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1550.24	184.38	2630.46	585.01
Less: Depreciation	47.04	22.12	80.36	43.37
Profit/loss before Finance Costs, Exceptional items and Tax Expense	1503.2	162.26	2550.1	541.64
Less: Finance Cost	104.10	20.97	245.03	200.87
Profit/loss before Exceptional items and Tax Expense	1399.10	141.29	2305.07	340.77
Less: Exceptional Items	0	0	0	0
Profit / (Loss) Before Tax	1399.10	141.29	2305.07	340.77
Provision for Tax &	340.35	38.20	509.64	40.36

Deferred Tax
Profit / (Loss) After Tax	1058.76	103.09	1795.43	300.41
Other Comprehensive income (net of tax effect)	0	0	0	0
Total Comprehensive income	1058.76	103.09	1795.43	300.41

Further, the Audited Financial Statements for the Financial Year 2024-25, forming part of
this Annual Report, have been prepared in accordance with the Schedule III and Indian
Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs(MCA) and
The Securities Exchange Board of India (SEBI) read with the provisions of Section 133 of
the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.

2. BUSINESS PERFORMANCE:

STANDALONE:

During the current period, your company has total revenue of Rs. 3021.18 Lakhs as against
Rs. 22.96 Lakhs in the previous year. The Company has profit of Rs.1058.76 Lakhs as
compared to the profit of Rs. 103.09 Lakhs in the previous year. The company is expecting
more revenue and sure to grow in terms of net profit in the upcoming years. The company
will strive to improve its performance in long term prospects based on actual pace of global
economy.

CONSOLIDATED:

During the current period, your company has total revenue of Rs. 38515.83 Lakhs as
against Rs. 13102.44 Lakhs in the previous year. The Company has profit of Rs. 1795.43
Lakhs as compared to the profit of Rs. 300.41 Lakhs in the previous year. The company is
expecting more revenue and sure to grow in terms of net profit in the upcoming years. The
company will strive to improve its performance in long term prospects based on actual
pace of global economy.

3. STATE OF AFFAIRS OF THE COMPANY:

Last Mile Enterprises Limited (LMEL) continues to strengthen its reputation as a multi¬
sectoral leader, delivering progress across coatings, consumer electronics, and real estate.
The fiscal year 2024-25 has been a period of purposeful expansion, global recognition, and
forward-looking investments.

At the heart of our journey is a philosophy that combines sustainability with
profitability. This belief drives each of our businesses, ensuring that the value we create
is long-lasting, socially responsible, and beneficial to all stakeholders.

I. SunBless Coatings Division

SunBless has rapidly become a trusted name in India’s advanced coatings sector. With
patented Japanese technology at its core, it is designed not just to beautify surfaces but
to transform them into stronger, energy-saving, and more sustainable assets.

Highlights of FY 2024-25:

• Comprehensive Validation: SunBless underwent more than seventy independent tests
across India’s most reputed NABL-certified laboratories and the Japan Paint Inspection
and Testing Association. These tests covered safety, corrosion resistance, gloss,
waterproofing, and thermal insulation, proving its reliability across diverse Indian
climates.

• Prestigious Projects: Our solutions were chosen for some of India’s most respected
institutions, including World Trade Center (Mumbai), TATA projects, Kokilaben
Hospital, Piramal Pharma in Ahmedabad, and Amity University. These projects highlight
the trust placed in SunBless and the proven benefits of reducing energy use, extending
infrastructure life, and lowering maintenance costs.

• International Recognition: SunBless has received approval from the Dubai
Municipality, paving the way for our entry into the UAE market. Beyond iconic
structures, SunBless is also poised to play a role in critical sectors such as grain storage
warehouses, cold storage facilities, and industrial sheds, where it can prevent material
losses and deliver energy efficiency at scale.

The Bigger Picture:

SunBless is no longer just a coating. It is a sustainable building technology that is
helping to redefine how India and the world think about infrastructure protection.
From hospitals to industries, from universities to cold storage units, SunBless is
delivering a measurable impact — in energy saved, in costs reduced, and in

sustainability achieved.

II. Consumer Electronics - Just Corseca and Damson Technologies

Our consumer electronics vertical, anchored by Damson Technologies and our flagship
brand Just Corseca, has consolidated its position as a serious global player. Known for
design, innovation, and functionality, Just Corseca products — from smartwatches and
speakers to headphones, mobile accessories, and smart eyewear — have reached over a
million customers worldwide.

Highlights of FY 2024-25:

• Make in India Expansion: A new state-of-the-art facility in Changodar, Ahmedabad has
begun operations. The plant started with six assembly lines and is capable of expanding
to twenty, reaching a production capacity of one million units per month. This phased
expansion strategy ensures readiness to serve both the Indian market and international
demand.

• Strategic Partnerships:To establish a footprint across the APAC region, We have
already dispatched products to Thakral Group of Singapore for market trials, marking
an important step toward broader regional acceptance.

• Expanding Exports: LMEL has already started supplying to the United States, marking
the beginning of our journey into one of the world’s largest and most competitive
markets. Simultaneously, we are actively exploring opportunities in UAE and Africa to
diversify and strengthen our global presence.

• Innovation Leadership: With design teams based in Spain, we continue to deliver
premium sound solutions and patented product designs that combine style and
performance. Beyond branded products, we are also in advanced discussions with
global and domestic companies for white-labelling partnerships, which will provide
steady high-volume exports and establish Damson as a trusted global OEM partner.

The Bigger Picture:

The electronics division is more than a consumer brand — it is building India’s
reputation as a global hub for high-quality, innovative electronics manufacturing. By
combining design excellence, global distribution, and local manufacturing under the
Make in India initiative, this division is set to be one of LMEL’s strongest growth
engines in the years ahead.

III. Fairlane Realty (Real Estate Division)

LMEL’s real estate arm, Fairlane Realty, continues to redefine urban living in Mumbai
by delivering sustainable, luxury-driven projects in prime locations. Our approach goes
beyond construction. We focus on building communities that are future-ready,

environmentally conscious, and designed for long-term value creation.

Highlights of FY 2024-25:

• Upcoming Developments:

• Trio Balaji (Matunga): A mixed-use development offering both residential and

commercial spaces, strategically designed for high-end urban demand.

• Jaiaditya Lalji Nathu (Matunga): A premium residential development crafted for

modern urban lifestyles, combining elegance with sustainable design.

The Bigger Picture:

Fairlane Realty is not only reshaping Mumbai’s skyline but also setting benchmarks in
sustainable urban development. Each project we deliver is a promise of comfort, design,
and long-term community value. With multiple projects underway and more in the
pipeline, Fairlane is poised to become a key driver of LMEL’s growth in the real estate
sector.

IV. Group Outlook

With consolidated revenues, LMEL has once again demonstrated its resilience and
growth. More importantly, our diversified presence across coatings, electronics, and
real estate has laid a strong foundation for leadership in the years to come.

Looking forward, we will continue to invest in sustainability, expand our reach into
global markets, and innovate across every vertical. For our stakeholders, LMEL is not
just a company — it is a forward-moving enterprise that is building sustainable
businesses, creating jobs, and delivering long-term value in every sphere we touch.

4. DIVIDEND:

The Board of Directors are pleased to recommend payment of Dividend at 2% on equity
shares of Rs. 1/- each, amounting to Rs. 0.02 per share on post enhanced paid up equity
capital of the company to those shareholders whose names appear on the Register of
Member on Record date. With a view to share the profits of the company with its
shareholders, directors feel that recommendation of dividend is a way of appreciation to
them.

5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

The company has not transferred any amount to reserves during the financial year 2024¬
25.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile
professionals in the Management of the Company. In pursuance to provisions of

Section 203 of the Companies Act, 2013 (“the Act”) read with relevant Rules thereunder,
the personnel of the Company who acted as “Key Managerial Personnel” during the year
under review are as appended below:

Name of Key Managerial Personnel	Designation
Mr. HARISHKUMAR B RAJPUT	Managing Director
Mr. HARISHKUMAR B RAJPUT	Chief Financial Officer
Ms. NIDHI BANSAL	Company Secretary& Compliance Officer
Mrs. BHARTI HASMUKHBHAI SHARMA	Independent Director
Mr HEMRAJSINH VAGHELA	Non-Executive non-Independent Director
Mr AMIT GULATI	Independent Director
Mr DHARMENDRA NARANBHAI GOHIL	Non-Executive non-Independent Director
Mr SURENDRASINH BAHADURSINH JHALA	Independent Director
Mr BRIJENDRA MARKANDEY PANDEY	Non-Executive non-Independent Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mr. Dharmendra
Gohil, (DIN: 10041074), Director of the Company retires by rotation at this ensuing
Annual General Meeting and has offered himself for reappointment.

The Board of Directors of your Company are fully committed to steering the organization
for long-term success through setting of strategies, delegating responsibilities and
providing an overall direction to the business, while effectively managing risks and
ensuring high quality of governance by keeping the Company on the path of Sustainable
growth and development.

The details of size and composition of the Board is provided in Corporate Governance
Report, which forms part of this Annual Report.

Further, all the Directors of the Company have confirmed that they are not disqualified
from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule V of the(10)(i) of SEBI (LODR) Regulation, 2015 ; the Company
has received a certificate from Practicing Company Secretary stating that the Directors of
the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or
any such statutory authority.

During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub¬
section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015.

7. MEETINGS:

During the Financial Year under review, the Board of Directors of the Company met for 15
(Fifteen) times for various agenda items of the Company, the same which were circulated
well in advance to the Board. The details of the meetings are duly mentioned in the
Corporate Governance Report, which forms part of this Annual Report.

The following are the dates on which the Board Meetings and Committee Meeting held
during the year under review:

Sr. No.	Board Meeting	Audit Committee Meeting	Stakeholder Committee Meeting	NRC Committee Meeting	ID MEETING
1.	03.04.2024	28.05.2024	29.06.2024	15.02.2025	10.03.2025
2.	08.04.2024	06.08.2024	30.09.2024		-
3.	29.04.2024	14.08.2024	31.12.2024	-	-
4.	30.04.2024	31.10.2024	31.03.2025	-	-
5.	04.05.2024	15.11.2024	-	-	-
6.	06.05.2024	16.01.2025	-	-	-
7.	28.05.2024	14.02.2025	-	-	-
8.	10.06.2024	-	-	-	-
9.	12.06.2024	-	-	-	-

10.	06.08.2024	-	-	-	-
11.	31.08.2024	-	-	-	-
12.	01.10.2024	-	-	-	-
13.	31.10.2024	-	-	-	-
14.	05.12.2024	-	-	-	-
15.	28.12.2024	-	-	-	-
16.	16.01.2025

The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.The necessary quorum was present at the meetings.

8. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success.
The Company believes that a truly diverse board will leverage differences in thought
perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race and gender, which will help the Company to retain its
competitive advantage. The Board has adopted the Board Diversity Policy which sets out
the approach to diversity of the Board of Directors. The policy is available on our website
at https://lastmileenterprisesltd.com/

9. COMMITTEES OF BOARD:

The company has several committees which have been established as a part of best
corporate governance practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholder’s Relationship Committee

> Independent Director Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of
relevant committees are given in detail in the ''Report on Corporate Governance’ of the
company which forms part of this Annual Report.

10. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is available on the Company’s
website and can be accessed at (www.lastmileenterprisesltd.com).

11. STATUTORY AUDITORS & AUDIT REPORT:

The Company had appointed M/S. PRAKASH TEKWANI & ASSOCIATES.. Chartered
Accountants, (F.R.NO.120253W) as Statutory Auditors of the company for the term of five
consecutive financial year i.e. to hold the office till the conclusion of Annual General
Meeting for the Financial year 2024-25 at such remuneration as may be mutually agreed
between both the parties whose term is expiring at the conclusion of ensuing AGM.

The Company proposes to appoint M/s H S K & CO LLP, Chartered Accountants (Firm
Registration No. 117014W/W100685), as its Statutory Auditors for a term of five years,
commencing from the conclusion of the ensuing Annual General Meeting (AGM) until the
conclusion of the AGM to be held in the financial year 2029-30, in place of M/s Prakash
Tekwani & Associates, whose term has been completed.

The Auditors comments on your company’s accounts for year ended March 31, 2025 are
self-explanatory in nature and do not require any explanation as per provisions of Section
134 (3) (f) of the Companies Act, 2013.

12. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2024-25, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or
officers under section 143(12), the details of which need to be reported in Board’s Report.

13.INTERNAL AUDIT AND FINANCIAL CONTROL:

The Company has appointed CA M G L & ASSOCIATES. (FRN: 154063W), CHARTERED
ACCOUNTANTS, as an Internal Auditor of the Company. The Board has adopted the policies
and procedures 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, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial disclosures. The reports of Internal Audit are reviewed by
the Audit Committee of the Board.

14. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies

(Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for
maintaining cost record for the financial year 2024-25.

15. SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A.
Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report is enclosed as Annexure -I to the Board’s
Report.

The Board of Directors of the Company has discussed the remarks as mentioned in
Secretarial Audit Report at arm’s length and also undertaken to take care of such
qualification and to comply with the same in future.

As per the Regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,the listed entity has to
disclose secretarial audit report for its material unlisted public company and hence here
with find enclosed Secretarial Audit Report in Annexure II for ''Damson Technologies
Private Limited’ and in Annexure III for ''Fair lane Realty Limited’ .

16. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration / Compensation
Committee framed a policy on directors’ appointment and remuneration of Directors
including criteria for determining qualification, positive attributes, independence of
directors and remuneration for Directors, Key Managerial Personnel and other employees.
The policy is annexed to this report as “Annexure IV”.

17. 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 Companies Act, 2013
and the corporate governance requirements as prescribed by Securities and Exchange
Board of India (“SEBI”) under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and
Disclosure Requirement) Regulation 2015.

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. 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.

18. DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisions of
Section 73 to 76 of the Companies Act, 2013. The company has not accepted inter corporate
borrowings during the financial year 2023-24 which is exempted from the deposits.
However the outstanding unsecured loan as on 31^st March 2025 is Rs. 838.04(In Lakhs)

Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts)
Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to
your Company.

19. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is
our continuous endeavor to achieve good governance, by way of a conscious and
conscientious effort whereby ensuring the truth, transparency, accountability and
responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as
stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and
Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report The
Report on Corporate Governance also contains certain disclosures required under
Companies Act, 2013.

A certificate from M/S. A. SHAH & ASSOCIATES., Practicing Company Secretaries,

conforming compliance to the conditions of Corporate Governance as stipulated under
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C,
D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation
2015, is annexed to this Report.

20. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, your Company believes in conducting business affairs in a fair and transparent
manner to foster professionalism, honesty, integrity and ethical behavior via Vigil
Mechanism/Whistle Blower Policy. Through this Policy, the Company seeks to provide a
procedure for all the employees, Directors and other stakeholders of the Company to
report concerns about unethical behavior, misconduct, violation of Company’s Code of
Conduct and implementation of improper practices taking place in the Company and
provide for adequate safeguards in that regard and also provide for direct access to the
Chairman of the Audit Committee, in exceptional cases

The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.lastmileenterprisesltd.com under investors/others/Whistle blower Policy link.

21. CONSERVATION OF ENERGY. ABSORPTION OF TECHNOLOGY

Pursuant to Sub-section 3(m) of the Section 134 of Companies Act, 2013, read with
Rule 8(3) of the companies (Accounts) Rules, 2014. Every company is required to
disclose about the steps taken for conservation of energy & Technology Absorption
during the year in the board report of the company.

fal Conservation of energy

(i)	the steps taken or impact on conservation of energy	N.A
(ii)	the steps taken by the company for utilizing alternate sources of energy	N.A
(iii)	the capital investment on energy conservation equipment’s	N.A

iil	the efforts made towards technology absorption	N.A
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	N.A
	(a) the details of technology imported	N.A
	(b) the year of import;	N.A
	(c) whether the technology been fully absorbed	N.A
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A
(iv)	the expenditure incurred on Research and Development	N.A.

22. FOREIGN EXCHANGE EARNINGS / OUTGO: -

Particulars regarding the foreign exchange earnings and outgo during the year 2024-25 is
as Annexed hereto as “ANNEXURE VIII".

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions those were entered during the financial year were in
ordinary course of the business of the company and were on arm’s length basis. There were
no materially significant related party transactions entered by the Company with
Promoters, Directors, Key Managerial Personnel or other persons which may have a
potential conflict with the interest of the company.

All such Related Party Transactions have been placed before the Audit Committee for
approval.

The policy on materiality of Related Party Transactions and also on dealing with Related
Party Transactions as approved by the Audit Committee and the Board of Directors is has
been uploaded on the website of the Company at www.lastmileenternrisesltd.com under
investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with
related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013,

are disclosed in Form No. AOC-2 ''Annexure: V'' the same forms part of this report,
pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014.

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

During the year under review there were loans, guarantees or investments under section
186 made by the company. Hence , in terms of provisions of Section 134(3)(g) of the
Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section
186, is annexed hereto as ''Annexure: IV'' and forms part of this Report.

25. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee’s

remuneration and other details in terms of sub-section 12 of Section 197, of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report
as “Annexure V" to the Directors’ Report.

B. The statement containing particulars of employees as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
provided as no employees is paid remuneration of Rs. 8.5 Lac Per month if employed
for part of the year and Rs. 1.02 Cr. Per Annum if employed for the whole year.

26. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most significant assets. The
Company continues its focus on retention through employee engagement initiatives and
provides a holistic environment where employees get opportunities to realize their
potential. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement. The Company’s Health and Safety Policy commits to provide
a healthy and safe work environment to all employees.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the company which has been approved by the Board.

The CSR Policy can be accessed from the investors section on the company’s website at the
link https://lastmileenterprisesltd.com/ .

The Company is not required to incur any CSR expenditure for the financial year 2024-25,
as the profit of the preceding financial years is ^1,41,29,000, which is below the threshold
limit prescribed under Section 135 of the Companies Act, 2013 for mandatory CSR
contributions.

28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
AND REDRESSAL) ACT. 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 the company has setup the Internal complaints
committee and the said committee has framed the policy “Prevention of Sexual
Harassment” on prevention, prohibition and Redressal of complaints related to sexual
harassment of women at the workplace. All women employees whether permanent,
temporary or contractual are covered under the above policy.

Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

However, during the year no complaints were received by the Internal Complaints
committee for sexual harassment from any of the women employees of the company.

29. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.

30. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under

review.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and

Analysis outlining the business of the Company is set out in Annexure forming part of this

Report.

32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

During the year following Material Events took place which is as follows:

• The company has increased the authorised capital of the company for the purpose of
Preferential issue from Rs. 35,50,00,000/-(Rupees Thirty Five Crore and Fifty Lakhs
Only) divided into 3,55,00,000 (Three Crore and Fifty five Lakhs) Equity Shares of
Rs.10 each to Rs. 40,00,00,000/-(Rupees Forty Crore Only) divided into 4,00,00,000
(Four Crore) Equity Shares of Rs.10 each on 21^st April,2024 through Postal Ballot.

• The company has issued 36,50,467 shares and 10,21,500 warrants on Preferential
basis as the company requires additional funds to carry out its business activity for
long term working capital requirements and general corporate purpose to augment
the growth and improve the financial performance of the company. The Listing
approval was granted on 27^th May, 2024 and trading approval for the same was
granted on 20th June, 2024.

• 30,000 warrants allotted on 22^nd January,2024 has been converted into Shares on
8^th April,2024. The Listing approval was granted on 2^nd May, 2024 and trading
approval for the same was granted on 7^th May, 2024.

• 2,00,000 warrants allotted on 22^nd January,2024 has converted into Shares on 10^th
June,2024. The Listing approval was granted on 15^th July, 2024 and trading
approval for the same was granted on 24^th July, 2024.

• 24,70,000 warrants allotted on 03^rd april,2023 and 06^th Aril,2023 has converted into
Shares on 12^th June,2024. The Listing approval was granted on 23^rd July, 2024 and
trading approval for the same was granted on 31^st July, 2024.

• The company has acquired 51% stake in Fair lane Realty Limited which is in the
business of the vehicle for future real estate projects it is contemplating to develop.

• 30,000 warrants allotted on 22^nd January,2024 has been converted into Shares on
28^th December,2024. The Listing approval was granted on 20^th March, 2025 and
trading approval for the same was granted on 01^st April, 2025.

• 41,32,500 warrants allotted on 03^rd april,2023 and 06^th Aril,2023 has been
converted into Shares on 31^st August,2024. The Listing approval was granted on 6^th
December, 2024 and trading approval for the same was granted on 9^th January,
2025.

• 76,67,500 warrants allotted on 03^rd april,2023 and 06^th Aril,2023 has been
converted into Shares on 13^th February,2025. The Listing approval was granted on
13^th February,2025 and trading approval for the same was granted on 27^th
February, 2025.

• The Company proposed a subdivision of equity shares from ^10 each to ^1 each,
approved by the Board on January 16, 2025. Shareholders approved the proposal
via postal ballot on February 22, 2025, and the record date for the subdivision was
fixed as March 21, 2025.

• During the year the company has also subscribed 51% share in the Last mile
strategies Private Limited on 20^th December,2024.

33. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals

impacting the going concern status and Company’s operation in future.

34. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes
identification of elements of risk, if any, which in the opinion of the Board, may threaten the
existence of the Company. Your Company has a risk identification and management
framework appropriate to the size of your Company and the environment under which it
operates. The process involves identifying both external and internal risks and the
readiness to respond to extreme risks like calamities and disasters. Risks are being
continuously identified in relation to business strategy, business continuity/contingency
plans, operations and transactions, statutory / legal compliance, financial reporting,
information technology system, cyber security and overall internal control framework.

35. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY:

The company has two subsidiary companies as mentioned below and all the other details
as per attached in AOC-1.

i. Damson Technologies Private Limited

ii. Fair Lane Realty Limited

iii. Last Mile Strategies Private Limited

36. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013
(Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2025,
the applicable accounting standards read with requirement set out under Schedule
III to the Act, have been followed and there are no material 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, 2025 and of
the profit 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 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 are operating
effectively and

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

37. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the
commitment shown by the employees in supporting the Company in its continued
robust performance on all fronts.

Place: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS,

Date: 11/08/2025 FOR, LAST MILE ENTERPRISES LIMITED

(Formerly Known as Trans Financial Resources Limited)

_Sd/_

MR. HEMRAJSINH VAGHELA

DIRECTOR
(DIN- 00287055)

---

Mar 31, 2024

Your Directors have pleasure in presenting their 29^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The summarized Consolidated and standalone Financial Performance of your Company for the Financial Year 2023-24 and the previous Financial Year 2022-23 is tabled below:

(Rs. in lakhs)

PARTICULARS	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	22.96	5000	13102.44	5000
Other income	349.87	319.69	812.87	319.69
Total Income	372.83	5319.69	13915.31	5319.69
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	184.38	812.74	580.33	812.74
Less: Depreciation	22.12	21.75	45.08	21.75
Profit/loss before Finance Costs, Exceptional items and Tax Expense	162.26	790.99	535.25	790.99
Less: Finance Cost	20.97	83.42	193.69	83.42
Profit/loss before Exceptional items and Tax Expense	141.29	707.57	341.56	707.57
Less: Exceptional Items	0	0	0	0
Profit / (Loss) Before Tax	141.29	707.57	341.56	707.57
Provision for Tax & Deferred Tax	38.20	250	38.20	250

Profit / (Loss) After Tax	103.09	457.57	303.36	457.57
Other Comprehensive income (net of tax effect)	0	0	0	0
Total Comprehensive income	103.09	457.57	303.36	457.57

Further, the Audited Financial Statements for the Financial Year 2023-24, forming part of this Annual Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs(MCA) and The Securities Exchange Board of India (SEBI) read with the provisions of Section 133 of the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.

2. BUSINESS PERFORMANCE:

STANDALONE:

During the current period, your company has total revenue of Rs. 372.83 Lakhs as against Rs. 5319.69 Lakhs in the previous year. The Company has profit of Rs. 103.09 Lakhs as compared to the profit of Rs. 457.57 Lakhs in the previous year. The company is expecting more revenue and sure to grow in terms of net profit in the upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

CONSOLIDATED:

The company has acquired 84.89% stake in Damson Technologies Private and pursuant to such acquisition the Damson Technologies Private Limited becomes the material subsidiary of the Last Mile Enterprises Limited. During the current period, total revenue of the company has Rs. 13915.31 Lakhs and profit of Rs. 303.36 Lakhs. In the near future, the company expects to achieve more growth. The company is in business of mobile accessories, smart watches, speakers, smart glasses etc.

3. STATE OF AFFAIRS OF THE COMPANY:

Last Mile Enterprises Limited (LMEL) is a dynamic conglomerate committed to innovation, sustainability, and excellence across multiple industries. With a legacy of nearly three decades, LMEL has established itself as a pioneer in shaping the future of various sectors through its relentless pursuit of innovation and commitment to sustainability. LMEL

operates through three distinct sub-companies, each leading the charge in their respective domains of Multipurpose Coatings (Japanese patented technology), Real-estate and mobility and consumer electronics.

The company''s approach towards growth has delivered satisfactory results during the year 2023-24 as the company has carried out business activity during the year in comparison to the previous year. The company is expecting more revenue and sure to grow in terms of net profit in the upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

4. DIVIDEND:

The Board of Directors are pleased to recommend payment of Dividend at 2.5% on equity shares of Rs. 10/- each, amounting to Rs. 0.25 per share on post enhanced paid up equity capital of the company to those shareholders whose names appear on the Register of Member on Record date. With a view to share the profits of the company with its shareholders, directors feel that recommendation of dividend is a way of appreciation to them.

5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The company has not transferred any amount to reserves during the financial year 202324.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. In pursuance to provisions of

Section 203 of the Companies Act, 2013 (“the Act”) read with relevant Rules thereunder, the personnel of the Company who acted as “Key Managerial Personnel” during the year under review are as appended below:

Name of Key Managerial Personnel	Designation
Mr. HARISHKUMAR RAJPUT	Managing Director
Mr. HARISHKUMAR RAJPUT	Chief Financial Officer
Ms. NIDHI BANSAL	Company Secretary& Compliance Officer

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. HEMRAJSINH VEGHELA, (DIN: 00287055), Director of the Company retires by rotation at this ensuing Annual General Meeting and has offered himself for reappointment.

The Board of Directors of your Company are fully committed to steering the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule V of the(10)(i) of SEBI (LODR) Regulation, 2015 ; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under subsection 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AFTER THE CLOSURE OF FINANCIAL YEAR:

Name of Key Managerial Personnel	Designation	Change in Designation	Date of Changes
DHARMENDRA NARANBHAI GOHIL	Non-Executive -Non Independent Director	Appointment	06/04/2023
DHRUMANSINH INDRAJEETSINH RAJ	Non-Executive -Non Independent Director	Resignation	06/04/2023
BRIJENDRA MARKANDEY PANDEY	Non-Executive -Non Independent Director	Appointment	05/07/2023
JAIMINKUMAR HARISHCHANDRA SHAH	Non-Executive -Independent Director	Resignation	11/12/2023
SURENDRASINH BAHADURSINH JHALA	Non-Executive -Independent Director	Appointment	11/12/2023

8. MEETINGS:

During the Financial Year under review, the Board of Directors of the Company met for 15 (Fifteen) times for various agenda items of the Company, the same which were circulated well in advance to the Board. The details of the meetings are duly mentioned in the Corporate Governance Report, which forms part of this Annual Report.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

Sr. No.	Board Meeting	Audit Committee Meeting	Stakeholder Committee Meeting	NRC Committee Meeting	ID MEETING
1.	03.04.2023	29.05.2023	30.06.2023	10.06.2023	13.02.2024
2.	06.04.2023	12.08.2023	30.09.2023	11.12.2023	-
3.	29.05.2023	10.11.2023	30.12.2023	-	-
4.	10.06.2023	13.02.2024	30.03.2024	-	-
5.	05.07.2023	-	-	-	-
6.	21.07.2023	-	-	-	-
7.	12.08.2023	-	-	-	-
8.	10.11.2023	-	-	-	-
9.	11.12.2023	-	-	-	-
10.	04.01.2024	-	-	-	-
11.	22.01.2024	-	-	-	-

12.	30.01.2024	-	-	-	-
13.	13.02.2024	-	-	-	-
14.	15.03.2024	-	-	-	-
15.	21.03.2024	-	-	-	-

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The necessary quorum was present at the meetings.

9. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://transfinancialrltd.com/Uploads/20160226033656932BoardDiversitvPolicy.pdf

10. COMMITTEES OF BOARD:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholder''s Relationship Committee

> Independent Director Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance'' of the company which forms part of this Annual Report.

11. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at (www.lastmileenterprisesltd.com).

12. STATUTORY AUDITORS & AUDIT REPORT:

The Company has appointed M/S. PRAKASH TEKWANI & ASSOCIATES., Chartered Accountants, (F.R.NO.120253W) as Statutory Auditors of the company for the term of five consecutive financial year i.e. to hold the office till the conclusion of Annual General Meeting for the Financial year 2024-25 at such remuneration as may be mutually agreed between both the parties.

The Auditors comments on your company''s accounts for year ended March 31, 2024 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.

13. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board''s Report.

13.INTERNAL AUDIT AND FINANCIAL CONTROL:

The Company has appointed CA MITALI TILWANI & CO. (FRN: 139261W), CHARTERED ACCOUNTANTS, as an Internal Auditor of the Company. The Board has adopted the policies and procedures 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, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The reports of Internal Audit are reviewed by the Audit Committee of the Board.

14. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2023-24.

15. SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure -I to the Board''s Report.

The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at arm''s length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors on the same are as follows:

Sr. No	Compliance Requirement (Regulatio ns/cir culars/ guidelines including specific clause)	Deviation	Observations/ Remarks of the Practicing Company Secretary
1.	Regulation 30 of SEBI (LODR) Regulations,2015 and Para A.4 of Part A of Schedule III of SEBI (LODR) Regulations, 2015	Delay in submission of financial results for the quarterly results for the month ended June, 2023.	The company has made delay in submission of the financial result within 30 minutes from the conclusion of the meeting and has submitted clarification for the same as asked by BSE.
2.	Regulation 30 of SEBI (LODR) Regulations,2015 and Para A.4 of Part A of Schedule III of SEBI (LODR) Regulations, 2015	Delay in submission of financial results for the quarterly results in the form of PDF for the month ended March, 2023.	The company has made delay in submission of the financial result within 30 minutes from the conclusion of the meeting.
3.	Regulation 30 of SEBI (LODR) Regulations, 2015 and Para A.4 of Part A of Schedule III of SEBI (LODR) Regulations, 2015	Delay in submission of Financial results within 24 hours from the conclusion of the board meeting in the form of XBRL for the quarter ended March ,2023	The company has made delay in submission of the financial result in the form of XBRL within 24 hours from the conclusion of the meeting.
4.	Regulation 13 (1) of SEBI (LODR) Regulations, 2015 for the period of	Non-Redressal of Investor Complaint	The company has paid fine of Rs.63,720 imposed by BSE in regard to the said noncompliance and taken corrective measures to not repeat the same.

	Aug 11, 2023 to Sep 10, 2023
5.	Regulation 13 (1) of SEBI (lodr) Regulations, 2015 for the period of Sep 11, 2023 to Oct 10, 2023	Non-redressal of Investor Complaint	The company has paid fine Rs.57820 imposed by BSE in regard to the said noncompliance and taken corrective measures to not repeat the same.
6.	Regulation 13 (1) of SEBI (LODR) Regulations, 2015 for the period of Oct 11, 2023 to Nov 10, 2023	Non-redressal of Investor Complaint	The company has paid fine Rs. 14,160 imposed by BSE in regard to the said noncompliance and taken corrective measures to not repeat the same.
7.	Regulation -31(2) of SEBI (LODR) Regulations, 2015	100% (Hundred percent) Shareholding of promoter and promoter Group is not held in Dematerialized Form.	The Company is yet to comply with the requirement of said regulation. As one of the promoter shareholder is holding shares in physical form.
8.	LIST/COMP/54/2 019- 20 DATED 20- 01-2020	Details of RTA is not updated on BSE through Management details tab on BSE Listing center	The Company has clarified that the company has updated the details of RTA through BSE Listing center. However, the details are still not updated on BSE.
9.	MGT-7 filed within 60 days from the date of AGM	The company has made delay of 8 days in filing MGT-7 for the financial Year 2022-23.	The company has taken corrective measures to not repeat the same.

The Board has also undertaken to take care of such qualification and to comply with the same in future.

16. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors'' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure II”.

17. 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 Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI”) under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

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. 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.

18. DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. The company has not accepted inter corporate borrowings during the financial year 2023-24 which is exempted from the deposits. However the outstanding unsecured loan as on 31^st March 2024 is Rs. 3216.75(In Lakhs)

Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

19. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A certificate from M/S. A. SHAH & ASSOCIATES., Practicing Company Secretaries.

conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

20. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior via Vigil Mechanism/Whistle Blower Policy. Through this Policy, the Company seeks to provide a procedure for all the employees, Directors and other stakeholders of the Company to report concerns about unethical behavior, misconduct, violation of Company''s Code of Conduct and implementation of improper practices taking place in the Company and

provide for adequate safeguards in that regard and also provide for direct access to the Chairman of the Audit Committee, in exceptional cases

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lastmileenterprisesltd.com under investors/others/Whistle blower Policy link.

21. CONSERVATION OF ENERGY. ABSORPTION OF TECHNOLOGY

Pursuant to Sub-section 3(m) of the Section 134 of Companies Act, 2013, read with Rule 8(3) of the companies (Accounts) Rules, 2014. Every company is required to disclose about the steps taken for conservation of energy & Technology Absorption during the year in the board report of the company.

fal Cnn^pn/ntinn nf pnprav

(i)	the steps taken or impact on conservation of energy	N.A
(ii)	the steps taken by the company for utilizing alternate sources of energy	N.A
(iii)	the capital investment on energy conservation equipment''s	N.A

(b) Technology absorption

	the efforts made towards technology absorption	N.A
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	N.A
	(a) the details of technology imported	N.A
	(b) the year of import;	N.A
	(c) whether the technology been fully absorbed	N.A
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A
(iv)	the expenditure incurred on Research and Development	N.A.

22. FOREIGN EXCHANGE EARNINGS / OUTGO:-

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm''s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

All such Related Party Transactions have been placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.lastmileenterprisesltd.com under investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ‘Annexure: III'' the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

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

During the year under review there were loans, guarantees or investments under section 186 made by the company. Hence , in terms of provisions of Section 134(3)(g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ‘Annexure: IV'' and forms part of this Report.

25. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as “Annexure V" to the Directors'' Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 Cr. Per Annum if employed for the whole year.

26. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company which has been approved by the Board.

The CSR Policy can be accessed from the investors section on the company''s website at the link https://lastmileenterprisesltd.com/ .

This being the First year of implementation of the CSR Policy, The company is pleased to inform the members that an amount of Rs. 8,32,000 towards its CSR obligation for 2023-24. The Report on CSR activity is annexed as Annexure VII.

28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every Company having ten or more Employees engaged in the Company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place received from any women employee.

The motive of the company is to provide the protection against the Sexual Harassment of woman employee at the work place. However, the number of Employees in the Company is

less than ten hence the company is not required to setup the internal complaints committee in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

30. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

31. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

During the year following Material Events took place which is as follows:

1. The company has issued 13,10,000 shares and 1,60,00,000 warrants on 3^rd April,2023 and 6^th April,2023 on Preferential basis as the company requires additional funds to carry out its business activity for long term working capital requirements and general corporate purpose to augment the growth and improve the financial performance of the company. The Listing approval was granted on 26th April, 2023and trading approval for the same was granted on 10th May, 2023.\

2. 1,75,000 warrants allotted on 06^th April,2023 has been converted into Shares on 21^st July,2023. The Listing approval was granted on 4^th August, 2023 and trading approval for the same was granted on 10^th August, 2023.

3. The company has increased the authorised capital of the company for the purpose of Preferential issue from Rs.32,50,00,000/- (Rupees Thirty Two Crore and Fifty Lakhs Only) divided into 3,25,00,000 (Three Crore Twenty Five Lakhs) Equity Shares of Rs.10 each to Rs. 35,50,00,000/-(Rupees Thirty Five Crore and Fifty Lakhs Only) divided into 3,55,00,000 (Three Crore and Fifty five Lakhs) Equity Shares of Rs.10 each on 17^th January,2024 through Postal Ballot.

4. The company has issued 37,18,000 shares and 11,50,000 warrants on 22^nd January,2024 and 30^th January,2024 on Preferential basis as the company requires additional funds to carry out its business activity for long term working capital requirements and general corporate purpose to augment the growth and improve the financial performance of the company. The Listing approval was granted on 6^th February,2024 and trading approval for the same was granted on 19^th February,2024.

5. The company has acquired 84.89% stake in Damson Technologies Private Limited which is in the business of mobile accessories, electronic products and gadgets under the brand JUST CORSECA. The product categories are Smart Watches, Headphones, Power Banks, Speakers, Smart Eyewear etc. It is also OEM supplier to other brands. And pursuant to such acquisition the Damson Technologies Private Limited becomes the material subsidiary of the Last Mile Enterprises Limited.

32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER THE BALANCESHEET

DATE:

• The company has increased the authorised capital of the company for the purpose of Preferential issue from Rs. 35,50,00,000/-(Rupees Thirty Five Crore and Fifty Lakhs Only) divided into 3,55,00,000 (Three Crore and Fifty five Lakhs) Equity Shares of Rs.10 each to Rs. 40,00,00,000/-(Rupees Forty Crore Only) divided into 4,00,00,000 (Four Crore) Equity Shares of Rs.10 each on 21^st April,2024 through Postal Ballot.

• The company has issued 36,50,467 shares and 10,21,500 warrants on Preferential basis as the company requires additional funds to carry out its business activity for long term working capital requirements and general corporate purpose to augment the growth and improve the financial performance of the company. The Listing approval was granted on 27^th May, 2024 and trading approval for the same was granted on 20th June, 2024.

• 30,000 warrants allotted on 22^nd January,2024 has been converted into Shares on 8^th April,2024. The Listing approval was granted on 2^nd May, 2024 and trading approval for the same was granted on 7^th May, 2024.

• 2,00,000 warrants allotted on 22^nd January,2024 has converted into Shares on 10^th June,2024. The Listing approval was granted on 15^th July, 2024 and trading approval for the same was granted on 24^th July, 2024.

• 24,70,000 warrants allotted on 03^rd april,2023 and 06^th Aril,2023 has converted into Shares on 12^th June,2024. The Listing approval was granted on 23^rd July, 2024 and trading approval for the same was granted on 31^st July, 2024.

• The company has acquired 51% stake in Fair lane Realty Limited which is in the business of the vehicle for future real estate projects it is contemplating to develop.

33. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

34. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are being continuously identified in relation to business strategy, business continuity/contingency plans, operations and transactions, statutory / legal compliance, financial reporting, information technology system, cyber security and overall internal control framework.

35. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY:

The company has acquired 84.89% stake in Damson Technologies Private Limited which is in the business of mobile accessories, electronic products and gadgets under the brand JUST CORSECA. The product categories are Smart Watches, Headphones, Power Banks, Speakers, Smart Eyewear etc. It is also OEM supplier to other brands. Pursuant to such acquisition the Damson Technologies Private Limited becomes the material subsidiary of the Last Mile Enterprises Limited.

36. SHAREHOLDING PATTERN:

The shareholding pattern as on 31^st March, 2024:

Category of Shareholder	No. of Shares held at the end of the previous year (as on March 31, 2023 i.e. on the basis of SHP of March 31, 2023)				No. of Shares held at the end of the year (as on March 31, 2024 i.e. on the basis of SHP of March 31, 2024)				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A.Promoters/Prom oters Group
a) Individual/HUF	7381378	0	7381378	63.17	7381378	0	7381378	43.71	|(19.46)
d) Bodies Corporate	522900	100000	622900	5.33	522900	100000	622900	3.69	(1.64)
Total shareholding of Promoter (A) = (A)(1) (A)(2)	7904278	100000	8004278	68.50	7904278	100000	8004278	47.4	(21.1)
B. Public Shareholding
a) Foreign Portfolio Investors Cat I	0	0	0	0	1428000	0	0	8.45	8.45
b) Bodies Corporate	57362	3100	60462	0.52	768049	3100	771149	4.57	4.05
c) Individuals	807718	2812600	3620318	30.98	3633193	2812600	6445793	38.16	7.19
d) HUF	-	-	-	-	-	-	-	-
e)NRI	710	0	710	0.01	239548	0	239548	1.42	1.41
Sub-total (B)(2):-	865790	2815700	3681490	31.50	6068790	2815700	8884490	52.60	21.1
Total Public Shareholding (B)=(B)(1) (B)(2)	865790	2815700	3681490	31.50	6068790	2815700	8884490	52.60	21.1
Grand Total (A B C)	8770068	2915700	11685768	100	1397306 8	2915700	16888768	100

37. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2024, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material 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, 2024 and of the profit 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 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 are operating effectively and

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

38. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

Place: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS,

Date: 06/08/2024 FOR, LAST MILE ENTERPRISES LIMITED

(Formerly Known as Trans Financial Resources Limited)

__SD____

MR. HEMRAJSINH VEGHELA DIRECTOR (DIN- 00287055)

---

Mar 31, 2023

Your Directors have pleasure in presenting their 28^thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2022-23 and the previous Financial Year 2021-22 is tabled below:

(Rs. in Lakhs)
PARTICULARS	2022-23	2021-22
Revenue from Operations	5000	0.00
Other income	319.69	251.39
Total Income	5319.69	251.39
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	812.74	243.98
Less: Depreciation	21.75	21.80
Profit/loss before Finance Costs, Exceptional items and Tax Expense	790.99	222.18
Less: Finance Cost	83.42	51.86
Profit/loss before Exceptional items and Tax Expense	707.57	170.32
Less: Exceptional Items	0	0
Profit / (Loss) Before Tax	707.57	170.32
Provision for Tax & Deferred Tax	250	0
Profit / (Loss) After Tax	457.57	170.32
Other Comprehensive income (net of tax effect)	0	0
Total Comprehensive income	457.57	170.32

Further, the Audited Standalone Financial Statements for the Financial Year 2022-23, forming part of this Annual Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs(MCA) and The Securities Exchange Board of India (SEBI) read with the provisions of Section 133 of the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.

2. STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE OF THE COMPANY:

The company''s approach towards growth has delivered satisfactory results during the year 2022-23as the company has carried out business activity during the year in comparison to the previous year. The company is expecting more revenue and sure to grow in terms of net profit in the upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

3. DIVIDEND:

The Board of Directors are pleased to recommend payment of Dividend at 2.5% on equity shares of Rs. 10/- each, amounting to Rs. 0.25 per share on post enhanced paid up equity capital of the company to those shareholders whose names appear on the Register of Member on Record date. With a view to share the profits of the company with its shareholders, directors feel that recommendation of dividend is a way of appreciation to them.

4. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

The company has not transferred any amount to reserves during the financial year 202223.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. In pursuance to provisions of Section 203 of the Companies Act, 2013 (“the Act”) read with relevant Rules thereunder, the personnel of the Company who acted as “Key Managerial Personnel” during the year under review are as appended below:

Name of Key Managerial Personnel	Designation
Mr. HARISHKUMAR RAJPUT	Managing Director
Mr. HARISHKUMAR RAJPUT	Chief Financial Officer
Ms. NIDHI BANSAL	Company Secretary& Compliance Officer

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS/ KMP DURING THE YEAR UNDER REVIEW

The Board of Director in its meeting held on 11^th July, 2022 has decided to appoint Ms. NIDHI BANSAL (ACS NO 66514) as Company Secretary and Compliance Officer of the companywith effect from11th July, 2022.

The Board of Director in its meeting held on 11^th July, 2022 accepted the resignation placed by MR. DHANANJAY HASMUKHLAL TRIVEDIfrom the post of Company Secretary and Compliance Officer of the companywith effect from11th July, 2022.

APPOINTMENT/ RESIGNATION OF DIRECTORS/KMP AFTER THE CLOSURE OF FINANCIAL YEAR 2022-23

The Board of Director in its meeting held on 06^th April, 2023 has decided to appoint Mr. DHARMENDRA NARANBHAI GOHIL (DIN: 10041074)

Independent Director of the companywith effect from 06^th April, 2023 and in the EGM held on 05^th July, 2023 Mr.DHARMENDRA NARANBHAI GOHIL (DIN: 10041074) was

regularized and appointed as Non-Executive - Non Independent Directorof the company.

The Board of Director in its meeting held on 06^thApril, 2023 accepted the resignation placed by MR. DHRUMANSINH INDRAJEETSINH RAJfrom the post of Non-Executive - Non Independent Directorof the companywith effect from 06^thApril, 2023.

In the Board Meeting held on 05^th July, 2023 Mr. BRIJENDRA MARKANDEY PANDEYwas appointed as Additional Non-Executive - Non Independent Directorof the companywith effect from 05^thJuly, 2023 and is to be regularized as a Non-Executive-Non-Independent Director at this ensuing Annual General Meeting Subject to approval of Shareholders.

In accordance with the provisions of Section 152of the Companies Act, 2013 and other rules applicable, To regularize Mr. BrijendraMarkandeyPandey (DIN: 01807957) as a NonExecutive- Non- Independent Director of the Company in this ensuing Annual General Meeting.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. HEMRAJSINH VEGHELA, (DIN: 00287055), Director of the Company retires by rotation at this ensuing Annual General Meeting and has offered himself for reappointment.

The Board of Directors of your Company are fully committed to steering the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule VOF THE(10)(i) of SEBI (LODR) Regulation, 2015 ; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under subsection 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

6. MEETINGS:

During the Financial Year under review, the Board of Directors of the Company met for 8 (Eight) times for various agenda items of the Company, the same which were circulated well in advance to the Board. The details of the meetings are duly mentioned in the Corporate Governance Report, which forms part of this Annual Report.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

Sr. No.	Board Meeting	Audit Committee Meeting	Stakeholder Committee Meeting	NRC Committee Meeting
1.	28.05.2022	28.05.2022	30.06.2022	30.06.2022
2.	08.06.2022	12.08.2022	30.09.2022
3.	11.07.2022	14.11.2022	31.12.2022
4.	12.08.2022	11.02.2023	31.03.2023
5.	30.08.2022			-
6.	14.11.2022
7.	23.01.2023		-	-
8.	11.02.2023	-	-	-

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The necessary quorum was present at the meetings.

7. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://transfinancialrltd.com/Uploads/20160226033656932BoardDiversitvPolicy.pdf

8. COMMITTEES OF BOARD:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholder''s Relationship Committee

> Independent Director Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance'' of the company which forms part of this Annual Report.

9. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at fwww.lastmileenterprisesltd.com).

10. STATUTORY AUDITORS & AUDIT REPORT:

TheCompany has appointed M/S.PRAKASH TEKWANI & ASSOCIATES., Chartered Accountants, (F.R.NO.120253W)as Statutory Auditors of the company for the term of five consecutive financial year i.e. to hold the office till the conclusion of Annual General Meeting for the Financial year 2024-25 at such remuneration as may be mutually agreed between both the parties.

The Auditors comments on your company''s accounts for year ended March 31, 2023 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.

There were following qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report:

1. There is an outstanding Income tax dues of Rs. 313000/- which is under dispute.2. There is an outstanding amount in regard to statutory dues of ESI, PF and TDS for an amount of Rs. 2.82 Lakhs.

The Board of Directors has undertaken to take the corrective steps for the above mentioned qualifications in current financial year.

11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2022-23, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board''s Report.

13.INTERNAL AUDIT AND FINANCIAL CONTROL:

The Company has appointed CA MITALI TILWANI & CO. (FRN: 139261W), CHARTERED ACCOUNTANTS, as an Internal Auditor of the Company. The Board has adopted the policies and procedures 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, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The reports of Internal Audit are reviewed by the Audit Committee of the Board.

14. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2022-23.

15. SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure -I to the Board''s Report.

The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at arm''s length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors on the same are as follows:

SR. NO	QUALIFICATION	JUSTIFICATION OF BOARD
1.	Regulation13 (1) of SEBI (LODR) Regulations, 2015 for Non Redressal of Investor Complaint for the period of Jul 11, 2022 to Aug 10, 2022 and for the period of Oct 11, 2022 to Nov 10, 2022	The company has paid fine of Rs. 1,43,960 imposed by BSE for the said non-compliance and ensured not to repeat the same in future.
2	Regulation 30 of SEBI(LODR) Regulations, 2015 Delay in submission	The company has made delay of about 3-4 minutes and ensured not to repeat

	of the outcome of the Board Meeting held on 14.11.2022 for the Quarter ended 30.09.2022.	the same in future.
3	Regulation - 47of SEBI(LODR) Regulations, 2015 Delay in Publication of Advertisement In Newspaper for Unaudited financial Results for the quarter ended June, 2022.	The company has made delay in submission of the said regulation and has ensured not to repeat the same in future.
4.	Regulation 74(5)of SEBI(DP)Regulation, 2018 Delay in submission of the said regulation for the quarter ended March, 2022 and September, 2022.	The company has made delay In submission of the said regulation and has taken corrective Steps to not repeat the same in future.
5.	LIST/COMP/54/2019-20 DATED 20-01- 2020Details of RTA is not updated on BSE through Management details tab on BSE Listing center.	The company has updated the same but still the details are not updated.
6.	Regulation - 31(2) of SEBI (LODR) Regulations, 2015100% (Hundred percent)Shareholding of promoter and promoter Group is not held in Dematerialized Form.	The company has not complied with the said regulation yet and is taking measures to comply with the same.
7.	Delay in submission of Regulation 13(3), 31, 33, 19 (1), 29 (2) & (3), 17 (1), of SEBI (LODR) Regulations, 2015 for the quarter ended March 2020, March 2016, March 2017, December 2018, August 2021, December 2020, respectively.	BSE has imposed fine of Rs. 8,21,280 for delay in submission of 13(3), 31, 33, 19 (1), 29 (2) & (3), 17 (1) and the company has already paid the amount of Rs. 5,42,800 on 03.07.2021 in regard to the non-compliance of Regulation 17(1) and the remaining amount of Rs. 2,78,480 in regard to delay in submission of Regulation 13(3), 31, 33, 19 (1), 29 (2) & (3) of SEBI (LODR) Regulations, 2015 has been paid by the company on 25.01.2023.
8.	The company has mentioned borrowings and loans and advances in regard to the Regulation 23 (9) of SEBI (LODR) Regulations, 2015 which relates to Related Party Transaction.	The company has inadvertently mentioned borrowings and loans & advances in related party transaction disclosures. It has taken steps to not repeat the same.
9.	The company has delayed in filing AOC-4 XBRL for the financial Year 2021-22.

The Board has also undertaken to take care of such qualification and to comply with the same in future.

16. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors'' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as “Annexure II”.

17. 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 Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

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. 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.

18. DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. The company has not accepted inter corporate borrowings during the financial year 2022-23which is exempted from the deposits. However the outstanding unsecured loan as on 31^st March 2023 is Rs. 11,17,43,671

Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

19. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A certificate from M/S. A. SHAH & ASSOCIATES., Practicing Company Secretaries.

conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

20. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour via Vigil Mechanism/Whistle Blower Policy. Through this Policy, the Company seeks to provide a procedure for all the employees, Directors and other stakeholders of the Company to report concerns about unethical behaviour, misconduct, violation of Company''s Code of Conduct and implementation of improper practices taking place in the Company and provide for adequate safeguards in that regard and also provide for direct access to the Chairman of the Audit Committee, in exceptional cases

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lastmileenterprisesltd.com under investors/others/Whistle blower Policy link.

21. CONSERVATION OF ENERGY. ABSORPTION OF TECHNOLOGY

Pursuant to Sub-section 3(m) of the Section 134 of Companies Act, 2013, read with Rule 8(3) of the companies (Accounts) Rules, 2014. Every company is required to disclose about the steps taken for conservation of energy & Technology Absorption during the year in the board report of the company.

fa) Conservation of energy
(i)	the steps taken or impact on conservation of energy	N.A
(ii)	the steps taken by the company for utilizing alternate sources of energy	N.A
(iii)	the capital investment on energy conservation equipment''s	N.A
(b) Technology absorption
(i)	the efforts made towards technology absorption	N.A
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	N.A
	(a) the details of technology imported	N.A
	(b) the year of import;	N.A
	(c) whether the technology been fully absorbed	N.A
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A

(iv)

the expenditure incurred on Research and Development

N.A.

22. FOREIGN EXCHANGE EARNINGS / OUTGO:-

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no Related Party Transactions entered during the financial year in ordinary course of the business of the company and were on arm''s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.lastmileenterprisesltd.com under investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ‘Annexure: III'' the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

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

During the year under review there were loans, guarantees or investments under section 186 made by the company. Hence , in terms of provisions of Section 134(3)(g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ‘Annexure: IV'' and forms part of this Report.

25. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as “Annexure V" to the Directors'' Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 Cr. Per Annum if employed for the whole year.

26. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not fall under the purview of the section 135 of the Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee and adopting any activities as specified in Schedule VII.

28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every Company having ten or more Employees engaged in the Company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place received from any women employee.

The motive of the company is to provide the protection against the Sexual Harassment of woman employee at the work place. However, the number of Employees in the Company is less than ten hence the company is not required to setup the internal complaints committee in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

30. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

31. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER THE BALANCESHEETDATE:

The company has issued 13,10,000 shares and 1,60,00,000 warrants on Preferential basis as the company requires additional funds to carry out its business activity for long term working capital requirements and general corporate purpose to augment the growth and improve the financial performance of the company. The Listing approval was granted on 26th April, 2023and trading approval for the same was granted on 10th May, 2023.

32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

During the year two Material Events took place which is as follows:

1. The company has entered into a Memorandum of Understanding with the Miyakawa Industry Co. Ltd, Japan, Arhan Technologies Pvt Ltd, Pune, AD Group, Mumbai for the purpose of Distribution, sales and promotion of Multi-Functional Coating “SunBless”.

2. The company has entered into a Memorandum of Understanding with the Agribid Private Limited, Mumbai for the purpose to use the technology platform developed by APL to facilitate transaction between Govt/Govt Agencies having huge stocks that need to be disposed.

3. The company has changed its name from TRANS FINANCIAL RESOURCES LIMITED TO LAST MILE ENTERPRISES LIMITED for which Board Approval was received on 8^th June, 2022 and shareholders'' approval on 14^th July, 2022. The Ministry of corporate affairs issued Certificate of Incorporation pursuant to name change on

29^th July, 2022 and for the same BSE has changed the name of the company in its records on 29^th August, 2023.

4. The company has increased the authorised capital of the company for the purpose of Preferential issue from Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty Five Lakh) Equity Shares of Rs. 10 each to Rs. 32,50,00,000/- (Rupees Thirty Two Crore and Fifty Lakhs Only) divided into 3,25,00,000 (Three Crore Twenty Five Lakhs) Equity Shares of Rs. 10 each.

5. The company has made addition of two clauses in regard to the object clause, the additions are as follows:

The Company to deploy an innovative digital platform to facilitate transparent agricultural transactions between buyers and suppliers, and to operate as a go between for vendors (mainly farmers) and buyers (mostly corporates) and will enable transactions between the government and the government agencies with large stocks to be disposed of in a mutually beneficial and transparent way and to capitalize on the enormous market potential, and to collaborate with an Agritech company that will operate the technology channels and to deal in agricultural commodities by deploying innovative measures and other related activities in the field of agriculture.

To carry on the business, in India and abroad, of dealer, trader, import and export agents, representatives, contractors, buying and selling agents, brokers, importers, buyers, sellers, exporters and to buy, sell, or otherwise trade and deal in goods, produce, articles and merchandise of all types, on a wholesale cash and carry basis, in minerals and metals, ferrous, non-ferrous metals whether for human consumption or for industrial use or otherwise

33. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

34. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are being

continuously identified in relation to business strategy, business continuity/contingency plans, operations and transactions, statutory / legal compliance, financial reporting, information technology system, cyber security and overall internal control framework.

35. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY

The company does have any subsidiaries and associate companies.

36. SHAREHOLDING PATTERN:

The shareholding pattern as on 31^STMarch, 2023:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2023, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material 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, 2023 and of the profit 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 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 are operating effectively and

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

38. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

---

Mar 31, 2018

To,

The Members,

TRANS FINANCIAL RESOURCES LIMITED

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. STATE OF AFFAIRS OF THE COMPANY:

M/s. Trans Financial Resources Limited was originally incorporated in the year 1994 with an object of trading & investing in shares & securities. However, keeping in view the optimistic future in Infrastructure & Real Estate business activity, the company is currently engaged in the Infrastructure business activities & Real Estate Projects. The company has entered into contract with M/S. MNT Buildcon Private Limited and M/S. SVS Buildcon Private Limited for development of real estate projects located in Dehradun& Bhopal respectively during the F.Y. 2017-18.

2. FINANCIAL HIGHLIGHTS:

The Board’s Report is prepared based on the stand alone financial statements of the company.

(Rs. in lacs)

Particulars	2017-18	2016-17
Turnover	181.74	11.52
Other income	-	-
Employee Benefit Expenses	25.54	1.54
Depreciation	0.27	0.00
Other expenses	211.15	7.29
Profit/ Loss before Tax	(55.23)	2.68
Profit/Loss after Tax	(55.23)	1.43

3. PERFORMANCE OF THE COMPANY:

The company’s approach towards growth has delivered satisfactory results during the year 2017-18. The Performance of the company has greatly increased in terms of Turnover as compare to the previous financial year 2017-18. However, the company has incurred net loss during the financial year 2017-18 due to excess cost of material used as well as fixed expenditure such as employee benefit expenses & Depreciation. The company is expecting more revenue and sure to grow in terms of net profit in the upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

4. DIVIDEND:

Due to loss making situation of the Company, the directors did not recommend any Dividend during the year under review.

The company has not transferred any amount from the profit of the company to Reserves.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Pritiben Patel, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment. 11 1^”

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

6. MEETINGS:

During the year SevenBoard Meetings and Four Audit Committee Meetings were convened and held. The dates on which the said Board meetings were held:

Sr.No.	Date of Board Meeting	Date of Audit Committee Meeting
1	29.05.2017	29.05.2017
2	14.08.2017	14.08.2017
3	14.11.2017	14.11.2017
4	14.02.2018	14.02.2018
5	26.02.2018	-
6	22.03.2018	-
7	24.03.2018	-

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

7. COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder’s Relationship Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance’ of the company which forms part of this Annual Report.

8. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2018forms part of this report as “Annexure I”.

9. STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/S. HARISH V. GANDHI & CO., Chartered Accountants (Membership NO. -037121), have been appointed as statutory auditors of the company at the Twentieth Annual General Meeting held on September 30, 2015 to hold office from the conclusion of Twentieth Annual General Meeting (AGM) till the conclusion of the Twenty Fifth Annual General Meeting of the Company, subject to ratification by the shareholders annually.

However,In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM. Hence, Agenda for the ratification of Statutory auditor of the company has not been included in the Notice of AGM.

The Auditors comments on your company’s accounts for year ended March 31, 2018 are self explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.

10. INTERNAL FINANCIAL CONTROL SYSTEMS

Your company had laid down set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

11. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2017-18.

12. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2017-18. The Report of the Secretarial Auditor for the F.Y 2017-18 is annexed to this report as “Annexure II”.

The Board of Directors of the Company has discussed the same at arm’s length and undertaken to take corrective measures on the qualifications raised in the Secretarial Audit report by the Secretarial Audit.

Secretarial Auditor report (MR-3) is self-explanatory and therefore do not call for any further comments.

13. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors’ appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as “Annexure III”.

14. 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 Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

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. 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.

15. DEPOSITS

Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. The company has accepted inter corporate borrowings during the financial year 2017-18 which is exempted from the deposits. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

16. CORPORATE GOVERNANCE: UROOr

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A certificate from M/s. HARISH V. GANDHI & CO., Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated underRegulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

17. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.transfinancialrltd.com under investors/others/Whistle blower Policy link.

18. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY

19. FOREIGN EXCHANGE EARNINGS / OUTGO:- f If

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2017-18 there were no contract and arrangement done with the related parties. The policy on material Related Party Transactions and also on dealing with Related Party Transactions is approved by the Audit Committee and the Board of Directors.

However,the disclosure as required in Form No. AOC-2 ‘Annexure: IV’the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g), the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as “Annexure V”and forms part of this Report.

22. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as “Annexure VI”.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not provided as no employees is paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.2 Cr. Per Annum if employed for the whole year.

23. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company’s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not fall under the purview of the section 135 of the Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee and adopting any activities as specified in Schedule VII.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

1. Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every company having 10 or more employees engaged in the company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place received from any women employee.

There is one woman employee working in the Organization. The motive of the company is to provide the protection against the Sexual Harassment of woman employee at the work place, therefore the company has setup the Internal complaints committee and the said committee has framed policy for prevention of sexual harassment at work place in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

26. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

27. MANAGEMENT DISCUSSION AND ANALYSIS:^,/ OT

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

28. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER THE BALANCESHEETDATE:

There were no significant or material events have been occurred in the company after the date of Balance sheet.

29. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operation in future.

30. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2018, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material 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, 2018 and of the profit 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 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 are operating effectively and

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

31. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

Place : AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS,

Date : 30/05/2018 FOR, TRANS FINANCIAL RESOURCES LIMITED

MR. JAIMINKUMAR SHAH

DIRECTOR

(DIN:06920281)