Directors Report of LS Industries Ltd.

Mar 31, 2025

Your directors have great pleasure in presenting the 31^st Annual Report along with the Company’s Audited Financial Statement for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The performance of your Company for the Financial Year ended March 31, 2025 is summarized below:

(Amount in LAKHS)
Particulars	Financial Year Ended
	As on March 31, 2025	As on March 31, 2024
Revenue from operations	29.11	44.89
Profit /(Loss) before tax (after exceptional item)	(2228.78)	(304.42)
Tax Expenses (Including Deferred Tax)	(174.03)	27.32
Profit /(Loss) after Tax	(2054.75)	(331.74)
Profit/(Loss) Carried to Balance Sheet	(2054.75)	(331.74)
Earning Per Equity Share - Basic & Diluted	(0.00)	(0.00)

STATE OF COMPANY’S AFFAIRS

During the year under review, your Company recorded a total income of Rs.478.86 Lakhs as compared to Rs. 57.49 lakhs in the previous financial year. The Profit/(Loss) after tax for the same period stands at Rs. (2054.75) as compared to the Profit/(Loss) after tax of Rs. (331.74) in the previous financial year. Your directors are putting in their best efforts to improve the performance of the Company.

CHANGE IN NATURE OF BUSINESS

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

The Board has not proposed any dividend for the Financial Year 2024-25, because Company has losses.

TRANSFERRED TO RESERVES

During the year under review, no amount from profit was transferred to General Reserve Account.

ANNUAL RETURN

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company’s website at https://lsindustrieslimited.com.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Annual Audited Financial Statements for the Financial Year 2024-25, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Division II of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as “the Act”) and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”).

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed or unpaid dividend lying with the Company. Therefore, during the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund.

AUDITORS:(a) STATUTORY AUDITORS:

M/s. Sangeet Kumar & Associates, Chartered Accountants, (Firm Registration No.011954N), Existing Auditors of the Company, has resigned from the Company, due to pre-occupation in some other assignments w.e.f. 12^th August 2025. Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under, the Casual vacancy caused by the resignation of Statutory Auditors can be filled by the Board of Directors within 30 days, but such appointment shall also be approved by the members of the Company at a general meeting convened within 3 months from the recommendation by the Board of Directors and shall hold the office till the conclusion of the next Annual General Meeting.

In this regard, subject to the approval of the members in the 31^st Annual General Meeting, the Board of Directors has recommended M/s. Bhakoo & Co., Chartered Accountants, (Firm Registration No. 000203N), as the Statutory Auditors of the Company for the financial year 202526 and hold office until the conclusion of the next Annual General Meeting.

The Ordinary Resolution seeking approval of the members for the appointment of M/s. Bhakoo & Co., Chartered Accountants, (Firm Registration No. 000203N), forms a part of the Notice of this ensuing 31^st Annual General Meeting.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder, from M/s. Bhakoo & Co., Chartered Accountants, (Firm Registration No. 000203N).

Auditors Report and response to auditors’ remarks

There are no qualifications, reservations or adverse remarks made by M/s. Sangeet Kumar & Associates, Chartered Accountants, (Firm Registration No.011954N) Statutory Auditors in their report for the Financial Year ending March 31, 2025.

Fraud Reporting:

During the year under review, no incident of fraud has been reported by the Statutory Auditors to the Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

(b) SECRETARIAL AUDITORS:

In terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed CS Sudhakar Jha-M/s. Sudhakar & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2024-25. The report of the Secretarial Audit Report is annexed herewith as “Annexure-A”.

The Secretarial Audit Report for the financial year ended March 31, 2025, contains certain reservation and remarks as follow:

(i) The Company has not appointed an Internal Auditor during the year, as required under Section 138 of the Companies Act, 2013.

(ii) Whereas in terms of the provisions the Companies (Appointment and Qualification of Directors) Rules, 2014, Every individual who intends to get appointed as an independent director in a Company, shall before such appointment, apply online to the institute for inclusion of his name in the data bank, the independent directors [Mr. Bartlomiej Zbigniew Szczudlowski (DIN-10708621) & Mrs. Anita (DIN-09597665)] of the Company could not comply with the same.

(iii) Whereas in terms of the provisions of Section 203 of the Companies Act, 2013 and Regulation 26A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to have certain Key Managerial Personnel (KMP). The Company has appointed, Mr. Jeetendra Kumar Yadav, as Managing Director w.e.f.30/04/2024 and resigned w.e.f. 31/03/2025.

(iv) Whereas, in terms of the provisions of Section 121(1) of the Companies Act, 2013, and Rule 31(2) of the Companies (Management and Administration) Rules, 2014, the Report on the Annual General Meeting (AGM) is required to be signed and dated by the Chairman of the meeting or, in his absence, by any two directors (including the Managing Director, if any) and the Company Secretary; the Company could not comply with this requirement in respect of the AGM held for FY2023-24.

(v) During the year under review, Mr. Prateek Puri (DIN: 07194679) and Mr. Ankur Mahindru (DIN: 06592338) were re-appointed as Independent Directors of the Company for a second term of 5 years, effective April 30, 2024, up to April 29, 2029, with the approval of shareholders in the Annual General Meeting held on July 25, 2024. In our opinion, the Company was unable to follow the provisions and procedures as per the Companies Act, 2013, read with rules and SEBI Regulations, resulting in non-compliance affecting the composition of the Board of Directors and its committees.

(vi) During the year under review, the Forms (Form DIR-12, MR-1, MGT-14, etc.) filed by the Company, including attachments, were not in compliance with the Companies Act, 2013, read with rules.

(vii) The Company has not filed/filed with delay following forms/returns required to be submitted with the Registrar of Companies.

(viii) Whereas in terms of the Regulation-17 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment or reappointment of a person on the board of directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment,

whichever is earlier, the Company could not comply the same w.r.t. Mr. Bartlomiej Zbigniew Szczudlowski (DIN-10708621), Ms. Tan Chiew Kek (DIN-10708967).

(ix) Whereas in terms of the Regulation-21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company, shall constitute a Risk Management Committee, the Company complied the same w.e.f. 16/09/2024.

(x) Whereas, in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to submit disclosures of Related Party Transactions every six months on the date of publication of its results. The Company complied with a delay for the quarter and year ended March 31, 2024.

(xi) Whereas, in terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to submit a Secretarial Compliance Report in the specified form to the Stock Exchanges. The Company complied with a delay in XBRL filing for the financial year ended March 31, 2025.

(xii) Despite being one of the top 1000 listed entities, the Company has not taken Directors and Officers insurance (''D&O insurance'') for all Independent Directors of the Company, as required under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(xiii) Whereas, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to make disclosures of events or information to the Stock Exchange. The Company could not properly comply with this requirement.

(xiv) The financial results for the quarter/year ended March 31, 2024, were audited and signed by M/s. Mahesh Kumar & Associates, Chartered Accountants, who do not hold a valid peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(xv) The Company delayed the XBRL filing of financial results for the quarter/year ended March 31, 2024, and June 30, 2024, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(xvi) Whereas, in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity is required to submit a copy of the annual report to the stock exchange along with the notice of the annual general meeting on or before the commencement of dispatch to its shareholders. The Company complied with a delay for the year ended March 31, 2024. Furthermore, certain additional disclosures mentioned in Schedule V of the SEBI (LODR) Regulations, 2015, were not included in the Annual Report for 2023-24.

(xvii) The Company could not file of Annul Report in XBRL Mode for the year ended 31/03/2024, in terms of the Regulation 34 of SEBI (LODR) Regulations, 2015.

(xviii) Whereas in terms of the Regulation 44 of the SEBI (LODR) Regulations, 2015, the listed entity shall submit to the stock exchange, details of the voting results, within 2 working days of conclusion of its General Meeting, the Company delayed in the filing of voting results in XBRL mode w.r.t. Annual General Meeting held on 25/07/2024.

(xix) Whereas, in terms of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has maintained a website (https://lsindustrieslimited.com); however, the website is not functioning properly, and the Company could not disseminate information in a timely manner.

(xx) In terms of the SEBI Circular No.SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/ 185 dated December 31, 2024, the Company not filed the Integrated (Financial) for quarter ended 31/12/2024.

(xxi) Whereas in terms of the provisions of the Foreign Exchange Management Act, 1999 (“FEMA Act”) and the Rules and Regulations made thereunder, the Company was required to submit the annual return on Foreign Liabilities and Assets (FLA) to the RBI, the Company could not comply with the same for the year.

(xxii) During the year under review, in our opinion, the Company was unable to make timely and proper disclosures to the Stock Exchange and adhere to the applicable Secretarial Standards.

Explanation or comment by the Board on above qualifications, reservations, or adverse remarks:

The board of directors have informed that at presently, Company could not able to earn adequate revenue to reach its production cost break even. The lower market pricing of yarn and nonavailability of labour has raised serious concern for the Company to run its operations. Therefore, board has decided that company’s business operation to be temporary closed. The Company’s financial position has been severely impacted due to closure of manufacturing operations. The Company could not afford the salary and remuneration of competent financial and compliance personnel(s) for its respective compliance work. Therefore, Company lacks with timely complianceand in the company. The board is looking out new avenue of business. The board is putting it''s bestefforts to resolve the financial and compliance issues at earliest and shall come up with positive outcome.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of Listing Regulations, Annual Secretarial Compliance Report of the Company for the financial Year ended March 31, 2025 was taken and accordingly submitted to the Stock Exchanges within the prescribed time framework.

(c) INTERNAL AUDITORS:

During the year under review, Company was unable to appoint any internal auditor or the position of Internal Auditor of the Company in terms of the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 for the current financial year.

CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria laid down in Section 135(1) of the Companies Act, 2013, the Company is not required to comply with the provisions contained in sub- section (2) to (5) of Section 135 and constitute Corporate Social Responsibility Committee.

NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company have been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company at https://lsindustrieslimited.com.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

REPORT ON RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report. (“Annexure-F”).

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance or non- compliance forms an integral part of this Report.

INFORMATION & PERFORMANCE OF SUBSIDARY, JOINT VENTURES ORASSOCIATE COMPANIES:

During the year under review, the company has no Subsidiaries, Joint Venture, and Associates companies so there is no requirement of description of performance of Subsidiaries, Joint Venture, and Associates companies.

MATERIAL CHANGES:

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year and the date of this Report.

CHANGES IN SHARE CAPITAL

During the year, there is no change in the share capital of the Company and the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity or any other instruments convertible into equity shares. The Share Capital Structure of the Company as on March 31, 2025 is provided in the table underneath:

Type of Capital	No. of Shares	Face Value in Rs.	Total Share Capital in Rs.
Authorized Share Capital: Equity shares Preference shares	910.000. 000 22.000. 000	1/- 10/-	910.000. 000/- 220.000. 000/-
Issued, Paid Up and Subscribed Capital: Equity shares Preference shares	848,818,700 Nil	1/-	848,818,700 /-Nil

BOARD OF DIRECTORS:

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

Pursuant to the provisions of Section 152 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, there are no directors of the Company liable to retire by rotation at the ensuing Annual General Meeting of the Company.

During the year under review, the following have been appointed as Additional Directors of the Company, holding office up to the date of the forthcoming Annual General Meeting. They are proposed to be appointed and regularized as Directors of the Company, subject to shareholder approval at the upcoming 31st Annual General Meeting. The relevant resolutions for their appointment/re-appointment are being placed for your approval at the said meeting:

Sr.	Name of Director	DIN	Designation/ Category
1	Mr. Bartlomiej Zbigniew Szczudlowski (w.e.f 07-10-2024)	10708621	Additional Director/ NonExecutive-Independent Director
2	Ms. Tan Chiew Kek (w. e.f.07-10-2024).	10708967	Additional Director/ NonExecutive-Non-Independent Director
3	Mr. Nipun Goyal (w.e.f.31-03-2025).	02853571	Additional Director/ Executive Director

Further during the year under review, Mr. Jeetendra Kumar Yadav (DIN-09184532), Managing Director of the Company, resigned from the Company with effect from March 31, 2025, due to his preoccupation elsewhere.

Further, after the end of the year, Mr. Pradeep Kumar Mankotia (DIN: 02121556) and Smt. Anita (DIN: 09597665) resigned from the directorship of the Company due to their preoccupation elsewhere, with effect from April 14, 2025, and May 9, 2025, respectively, AND Late Mr. Rakesh Sethi (DIN:09650924) ceased to be a Director of the Company due to his sad demise on November 3, 2025.

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. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2024-25 forms part of the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with applicable rules, following are the “Key Managerial Personnel” of the Company during the year under review:

1.	Mr. Jeetendra Kumar Yadav	Managing Director
	(09184532)	(Resigned w.e.f. 31/03/2025).

2.	Mr. Pradeep Kumar Mankotia	Chief Financial Officer (Resigned w.e.f.14/04/2025).
3.	CS Charu Sobti	Whole Time Company Secretary (Resigned w.e.f.31/03/2025).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance. The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that: -

(a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.;

(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 your Company as at March 31, 2025 and of the profit and loss of the Company for the Financial Year ended March 31, 2025;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a ‘going concern’ basis;

(e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

(i) Audit Committee.

(ii) Nomination and Remuneration Committee.

(iii) Stakeholders’ Relationship Committee.

(iv) Risk Management Committee.

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a ‘Whistle Blower Policy’ for the Directors and employees to report genuine concerns or grievances about unethical

behavior, actual or suspected fraud or violation of the company’s Code of Conduct. During the year under review, no complaints have been received by the Company from any whistle-blower. The Vigil Mechanism/Whistle Blower Policy is placed on Company’s website at https: //lsindustrieslimited. com.

INTERNAL CONTROL SYSTEMS:

The Company has an Internal Control System, Commensurate with its size, scale, and complexity of its operations. Audit Committee reviews and oversees the internal control system of the Company.

DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force).

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended March 31, 2025 is provided below:

(A) Conservation of energy:
1.	the steps taken or impact on conservation of energy	Nil
2.	the steps taken by the Company for utilizing alternate sources of energy
3.	the capital investment on energy conservation equipment
(B) Technology absorption:
1.	the efforts made towards technology absorption	Nil
2.	the benefits derived like product improvement, cost reduction, product development or import substitution
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
4.	the details of technology imported.
5.	the year of import
6.	whether the technology been fully absorbed
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
8.	the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo:
1.	The Foreign Exchange earned in terms of actual inflows during Nil the year

2.	The Foreign Exchange outgo during the year in terms of actual	Nil
	Outflows

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES AND ENVIRONMENT AND SAFETY:

The Company is committed to maintain the workplace free of discrimination, prejudice, gender bias, or any form of harassment including sexual harassment at workplace and focused on creating safe and healthy working environment, where every employee is treated with dignity. The Company believes that ‘Prevention is better than cure’ and marching towards the same vision, the Company has in place a policy on “Prevention, Prohibition and Redressal of Sexual Harassment” at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee which creates an awareness to prevent the sexual harassment at workplace.

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

Number of employees as on the closure of financial year:

Female	0
Male	5
Transgender	NIL

DISCLOSURES RELATING TO THE MATERNITY BENEFIT ACT:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, pursuant to section 186 of the Companies Act, 2013 with rules made thereunder, the Company has granted loan of Rs.24,00,00,000/- and has not given any guarantees for loan taken by others from banks or financial institution. Further the Company has not made investment in shares, securities, or others during the financial year.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

During the year under review there are no significant related party transactions made by the Company with related parties including promoters, directors, or other designated persons which were attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form AOC-2 is not required.

LISTING WITH STOCK EXCHANGES

The Equity Shares of your Company are listed at the BSE Ltd. (“the Stock Exchange). BUSINESS RESPONSIBILITY REPORT:

Your Company is pleased to present the 1^st Business Responsibility and Sustainability Report (BRSR) for the FY 2024-2025 which forms integral part of this Board’s Report and is annexed as “Annexure-G.” The “Business Responsibility Policy” is also available on the website of the

Company at https://lsindustrieslimited.com/.

ENVIRONMENT, HEALTH, AND SAFETY

The Company aims to conduct its business in a safe and environmentally sustainable manner that promotes the health of our employees, customers, community, and the environment. The Company''s employees are its key strength, which has led the Company to achieve the results and various milestones in its journey.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, the Company i.e. LS Industries Limited, has received, an Interim Order dated February 11, 2025 vide no. WTM/AB/CFID/CFID-SEC6/31194/2024-25 from the Securities And Exchange Board of India (“SEBI”), under Section 11(1), 11(4) and 11B(1) of the Securities and Exchange Board of India Act, 1992 with respect to Price movement in the scrip-514446 and the violation of the provisions of securities laws including the SEBI Act, 1992 (“SEBI Act”), SEBI (Prohibition of Fraudulent and Unfair Trade Practices in Securities Markets) Regulations, 2003 (“PFUTP Regulations”) and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”). In this regard, SEBI has directed a detailed investigation with respect to price movement, suspicious trading pattern, and the transfer of entire shareholding in an off-market transaction to one “Jahangir Panikkaveettil Perumbarambathu” an NRI residing in Dubai, more particularly described in the above-mentioned Interim Order.

Further, in exercise of the powers conferred under sections 11 (1), 11 (4) and 11B (1) read with section 19 of the SEBI Act, 1992, SEBI confirm the directions issued vide the Interim Order dated February 11, 2025 and the timeline to complete the investigation in this matter is extended to November 15, 2025 via Confirmatory Order No.WTM/AB/CFID/CFID-SEC6/31443/2025-26, dated 30 May, 2025. The Noticees are once again directed to cooperate with SEBI’s investigation in right earnest.

Except above there were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

During the year, none of the employees of your Company were in receipt of remuneration in excess of the limits as laid down under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

MAINTENANCE OF COST RECORDS

The provision of maintenance of cost records and Cost audit as per section 148 doesn’t applicable on the Company.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No proceedings are filed by the Company or pending against the Company under the Insolvency

DETAILS OF SETTLEMENT DONE WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, no settlements were entered into with the bankers or Financial Institutions.

APPRECIATION

Your directors wish to express their gratitude to all the business associates, its management, statutory authorities, Government, banks, Stock Exchanges and to the Investors/Shareholders for the confidence reposed in the Company and supporting the Company at every stage through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

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Mar 31, 2010

The Directors present their Sixteenth Annual Report along with the audited Financial Statements for the year ended on 31 st March, 2010.

1. FINANCIAL RESULTS (Rs. in lacs)

2009-10 2008-09

Sales & Other Income 258.51 Nil

Profit/(Loss) before Depreciation, (46.92) (2.03) Interest and taxation

Less: Net Interest Nil Nil

Profit / (Loss) after Interest but (46.92) (2.03) before Depreciation and Taxation

Less: Depreciation 3.05 Nil

Profitless) before tax (49.97) (2.03)

Less: Short provision for Income 1.57 Nil Tax of earlier years

Profit / (Loss) for the year (51.54) (2.03)

Balance as per last years (655.06) (653.03) Balance Sheet

Balance carried to Balance Sheet (706.60) (655.06)

2. OPERATIONS

You directors inform you that since company was taken over by new management on 7.5.2009 and immediate after takeover, the management has taken lots of steps and initiatives for long term survival and growth of the Company The Company has taken up factory premises on rent and started manufacturing of garments in Ludhiana in Punjab. The company has made capital expenditure on installation of garment machines imported from abroad. The Company has also set up another garment manufacturing unit at Nalagarh in Himachal Pradesh in the area notified by Government for receiving various subsidies and benefits. The Company is on horizon of expansion track and wish to set international quality standards to mark its presence worldwide in garment business. The Company is also planning to get heights in wholesale distributorship business of Computer hardware, software, papers, etc. Your directors are confident that operations would bring positive results in nearfuture.

3. REDUCTION OF CAPITAL AND CONSLIDATION OF EQUITY SHARES

In order to restructure balance sheet and to write off past accumulated losses, special resolution was passed by way of postal ballot and also in Extra Ordinary General Meeting held by shareholders on 10.07.2009 for reduction of equity share capital of the Company by 80% by canceling Rs. 8 per share aggregating Rs 4.40 crore from the paid up equity capital of the company and writing off the debit balance of the Profit & Loss Account of the Company by an equivalent amount. Subsequently, the Honble High Court of Gujarat at Ahmedabad vide order dated 12.4.2010 / 17.12.2009 approved the petition for reduction of Capital filed by the Company. The said order got registered with Registrar of Companies Ahmedabad on 17.05.2010. Consequently, upon registration of above said orders, par value / paid up value of each equity shares of Rs. 10 each was reduced to Rs. 2 per share.

Further Company has taken prior approval from shareholders in extraordinary general meeting held on 31.3.2010 for consolidation of 5 equity Shares of Rs. 2 each (post implementation of reduction of equity capital) into 1 equity share of Rs. 10 each.

In view of the above Court orders and approval given by shareholders, the board of Directors of the Company fixed Wednesday, 9th June, 2010 as the record date for giving effect to the reduction of capital and simultaneous consolidation of equity shares. Accordingly, based upon holding on the record date, Board of Directors of the Company in their meeting held on 14th June, 2010 has issued new share certificates to those shareholders holding shares in physical form and similarly Company has done credit of new equity shares in the account of shareholders holding shares in electronic form as the case may be in lieu and cancellation of all existing equity shares, through corporate action form filed with Central Depositories Services (India) Limited. The new shares are now listed with Bombay Stock Exchange Limited.

4. PREFERENTIAL ALLOTMENT

In order to enlarge the scale of operations and also for general corporate and other business purposes, the Company raised funds by making preferential allotment of 6,22,30,000 Convertible warrants to the promoters and 2,15,51,870 Mandatorily Convertible Preference Shares to Non-Promoters of face value of Rs. 10/- each for cash at price of Rs. 12.20 including premium of Rs. 2.20 as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 on 12.04.2010. After enhancing capital and on receipt of full consideration and request for conversion, the said shares were converted into equivalent equity shares of the Company on 20.07.2010. The Bombay Stock Exchange Limited has given listing approval for above mentioned shares.

5. SUB DIVISION OF EQUITYSHARES

In order to improve liquidity position and easy tradability of shares, shareholders in Extra Ordinary General Meeting held on 21.08.2010 has approved the sub division of Equity shares capital of the Company by sub dividing the Equity Shares of face value of Rs 10 each to Rs. 1 each/however its implementation is in process.

6. ACQUISITION

The Board of Directors of the Company made total acquisition of control and management of M/s Ezy Infosoft Pvt. Ltd. and thus made it a wholly owned subsidiary of the Company w.e.f. 19.052010.

7. DIVIDEND

In view of the loss for the year and carried forward losses of the Company, your directors do not recommend any dividend for the year under review.

8. DIRECTORS

Mr. Akash Deep Sharma who was appointed as Additional Director of the Company by the Board of Directors at their meeting held on 28th August, 2009, holds the office upto the date of this ensuing Annual General Meeting and Ms Chay Suet Meng, Mr. Yasunobu Kuramoto and Mr. Joel Anthony Stead, who were appointed as Additional Directors of the Company by the Board of Directors at their meeting held on 30th April, 2010, hold offices upto the date of this ensuing Annual General Meeting.

Mr. Vikas Shekhar who retires by rotation and being eligible, offers himself for reappointment as a Directorof the Company in the ensuing meeting. The Company has received the notices in writing under Section 257 from the members proposing candidature of above said Directors. Yours directors recommend their appointments/ re-appointment as Directors for the approval of the members.

Mr. Rajesh Kumar Garg ceased as director of the Company w.e.f. 28th August, 2009 on account of failure of nomination by any member of the Company by virtue of provisions of section 257 and 260 of the Companies Act, 1956. The Board of Directors took note of the same & recorded its appreciation for the services rendered by the said director.

9. REPORT ON CORPORATE GOVERNANCE

A separate report on Corporate Governance is being published as a part of the Annual Report of the Company. Acertificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

10. AUDITORS

M/s Doogar & Associates, Chartered Accountants, whose term of office as the Statutory Auditors will expire at the conclusion of the ensuing Annual General Meeting of the Company being eligible, offer themselves for re- appointment as Auditors of the Company.

11. LISTING WITH STOCK EXCHANGE

The shares of the Company are presently listed at Bombay Stock Exchange Limited. The Company voluntary delist equity shares from Ahmedabad Stock Exchanqe Limited w.e.f. 21.10.2009. The_

Listing fee for the year 2009-10 has been paid to the Bombay Stock Exchange Limited.

12. AUDITORS" REMARKS

Comments made by the Statutory Auditors in the Auditors Report are self-explanatory and do not require any further clarification.

13. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

A. PARTICULARS OF EMPLOYEES Employee relations remained cordial. There is no information as is required to be provided in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

B. PARTICULARS OF EMPLOYEES AND INFORMATION REGARDING CONSERVATION OF ENERGYETC.

The information required under Section 217(1 )(e) of the Companies Act, read with Rule 2 of the Companies [Disclosure of Particulars in the Report of Board of Directors) Rules 1988 has been given as Annexure to the Directors Report.

C.CEO/CFO CERTIFICATION

The Certificate addressed to the Board of Directors of the Company required under Corporate Governance concerning the annual financial statement is annexed to the Corporate Governance Report.

D. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

1. In the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed There are no material departures from the applicable accounting standards.

2. Such accounting policies have been selected and applied consistently and such judgments and estimates have been made as are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on and loss of the Company fortheyear.

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

4. The Annual Accounts has been prepared on a going concern basis.

14. ACKNOWLEDGEMENT

Your Directors record their appreciation of support and co-operation extended by all shareholders, banks, government authorities and business associates towards growth of the Company.

For and on behalf of the Board

Place : Panchkula Birendra Kumar Vikash Shekhar Date: 31.08.2010 Chairman Director