Lahoti Overseas Ltd

Company and its subsidiaries for the Financial Year ended March 31, 2024 FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2024 is summarized below:

(? in lakhs)

During the year under review your Company has reported a standalone total income from operation of Rs. 48753.94 Lakhs as compared to Rs. 31,850.72 Lakhs for the previous year. Further, the net profit for the current year under review was Rs. 1,185.21 Lakh as compared to Rs. 1,564.68 Lakhs in previous year.

During the year under review your Company has reported a consolidated total income from operation of Rs. 48753.94 Lakhs as compared to Rs. 31,850.72 Lakhs for the previous year. Further, the net profit for the current year under review was Rs. 1,206.42 Lakh as compared to Rs. 1,573.55 Lakhs in previous year.

Your Directors are pleased to declare a final dividend @ 10% (i.e. 0.20) per equity share on 2,91,71,500 Equity shares of Face Value of Rs. 2 each amounting to Rs. 58,34,300/- for the Financial Year 2023-24.

The Register of Members of the Company will remain closed from Saturday, September 21, 2024 to Friday, September 27, 2024 (both days inclusive) for annual closing.

The Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2024.

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your company has not transferred any unclaimed dividend to the Investor Education & Protection Fund and Equity shares to the Demat Account of the IEPF Authority during the year as there was no Final dividend paid for the financial year 2015-16.

The Company is engaged in the business of Merchant Exports of Cotton textiles and to specialize in the export of quality Cotton Yarns and fabrics. Lahoti's range today covers a wide variety of Cotton Yarns including carded & combed ring spun yarns of coarse & fine counts, ply yarns, special yarns and grey knitted and woven fabrics.

The Company is also engaged in the business of setting up of Power projects and to generate, supply, distribute, transmit and transform electric or other sources of power.

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

There have been no material changes or commitments, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report.

The Company have 1(one) Wholly Owned Subsidiary G Varadan Limited.

During the year under review, no company became or ceased to be a subsidiary, joint venture or associate of the Company.

The Board of Directors (‘the Board') reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statement of the Company and all its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure 1 to the Directors' Report.

The Audited Consolidated Financial Statements (CFS) of your Company for the financial year ended March 31, 2024, prepared in compliance with the provisions of Ind AS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report.

Details of the Subsidiaries are given in the Extract of Annual Return in Form No. MGT - 9 as on March 31, 2024 and the same is annexed as Annexure - 5 to this Board's Report.

The Annual Reports of the Subsidiary will be made available for inspection by any Member of the Company at the Registered Office of your Company at 307, Arun Chambers, Tardeo Road, Mumbai - 400 034 between 11:00 A.M. to 1:00 P.M. on any working day upto the date of ensuing AGM. The Annual Reports of the aforesaid Subsidiary for the financial year ended March 31, 2024 shall be provided to any Member of the Company upon receipt of written request. Members may also send an advance request at the e-mail id - investor@ lahotioverseas.com for an electronic inspection of the aforesaid documents.

The Annual Reports along with the Audited Financial Statements of the Subsidiary of your Company are also available on the website of the Company at www. lahotioverseas.in

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiary as the subsidiary is not a material, non-listed subsidiary Company as defined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary company. The minutes of the Board meetings of unlisted subsidiary company are regularly placed at the Board meetings of the Company.

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as ‘Deposits' under the applicable provisions of Companies Act, 2013 as on the date of Balance Sheet and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act,

2013 is not applicable.

Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,

2014 specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/ arrangements.

During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed on the website of the company viz. http://lahotioverseas.in/ PDFs/policies/related-party-transactions-policy.pdf

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

However, the Company was not required to pass special resolution as the Loans advanced and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision.

As per the requirements of Section 149, 152 of the Companies Act, 2013 and such other applicable provisions of the Companies Act and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which defines the composition of the Board, the Board of Directors of the Company have been constituted in compliance with the said Sections and Regulations.

Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment detailing their role and function in the Company, the format of the letter of appointment whereof is available on the website of the Company at: http://lahotioverseas.in/PDFs/terms-and-conditions- of-appointment-of-independent-directors.pdf

As on the date of this report, the Company's Board consists of the following Independent Directors:

1. Ms. Meghna Panchal

2. Mr. Sanjay Deshpande

3. Mr. Ravi Seth.

As per Section 152 and other applicable provisions of the Companies Act, 2013 read with applicable Articles of the Articles of Association of the Company, none of the Directors of the Company are liable to retire by rotation and is eligible for re-appointment.

Mr. Prakash Bang (DIN: 00088837) and Mr. Prem Malik (DIN: 00023051), who were appointed as an Independent Directors of the Company for a second term of 5 (Five) years w.e.f.

April 01, 2019 to March 31, 2024 has ceased to be an Independent Directors of the Company with effect from close of business hours of March 31, 2024 pursuant to completion of aforesaid term.

The Board records its deep appreciation for valuable contribution and support by Mr. Prakash Bang and Mr. Prem Malik during their term as the Directors of the Company.

Mr. Sanjay Deshpade (DIN: 10429349) and Mr. Ravi Seth (DIN: 02427404) were appointed as the Additional Independent Directors for a period of 5 years effective from January 22, 2024 to January 21, 2029 in the Board

meeting held on January 22, 2024, and their appointment as the Independent Directors was approved by the members by way of Extra-ordinary General Meeting on April 16, 2024.

Mr. Umesh Lahoti, Managing Director, Mr. Ujwal Lahoti, Executive Director, Mr. Aadhitya Lahoti, Executive Director Mr. Pradeep Bachhuka, Chief Financial Officer and Ms. Mugdha Deo, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company, in terms of Section 2(51) read with Section 203(1) of the Companies Act, 2013.

During the year, Mr. Deep Shah Company Secretary & Compliance Officer has resigned from the post w.e.f. 22.01.2024 & Ms. Mugdha Deo has been appointed as the Company Secretary & Compliance Officer w.e.f. 08.05.2024.

Ms. Meghna Panchal, Mr. Sanjay Deshpande and Mr. Ravi Seth are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the financial year 2023-2024.

The Board has 4 Committees: Audit Committee, Stakeholder's Relationship Committee, Nomination and Remuneration Committee and the Corporate Social Responsibility Committee. A detailed note on the functions of the Board and Committee are provided in the Corporate Governance Report. The Composition of the Committees are as follows:

The Audit Committee comprises of the following members:

Kindly refer to the section on Corporate Governance under the head, ‘Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

Kindly refer to the section on Corporate Governance under the head, ‘Stakeholders Relationship Committee' for matters relating to constitution, meetings and functions of the Committee.

Kindly refer section on Corporate Governance, under the head, ‘Nomination & Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

During the year, five Board Meetings were convened and held, the details of number of meetings of the Board and various Committee during the Financial Year 20232024 forms part of the Corporate Governance Report.

In Compliance with Section 178 of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board constituted the Nomination and Remuneration Committee comprising of Three (3) Non-Executive Independent Directors of the Company and further the Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy.

The Remuneration policy of the Company comprises inter alia the aims and objectives, principles of remuneration, guidelines for remuneration to Executive and Non-Executive Directors and Key Managerial Personnel and criteria for identification of the Board Members and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has

discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

The Nomination and Remuneration Policy has been posted on the website of the Company http:// lahotioverseas.in/PDFs/policies/nomination-and- remuneration-committee-policy.pdf

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board.

The Company has in place adequate internal financial controls with reference to financial statement. During the year no reportable material weakness in the design or operations were observed

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Your Company has constituted a CSR Committee comprising of Mr. Ujwal Lahoti as the Chairperson, Mr. Umesh Lahoti & Mr. Sanjay Deshpande as its members. The Committee is responsible for formulating and monitoring the CSR policy of the Company.

CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society.

The CSR policy as adopted by the Company can be viewed on the website of the Company at: http:// lahotioverseas.in/PDFs/policies/corporate-social- responsibility-policy.pdf.

The Annual report on the CSR activities undertaken by the Company is appended to this report as Annexure -2.

During the year, five Board Meetings were convened and held, the details of number of meetings of the Board and various Committee during the Financial Year 20232024 forms part of the Corporate Governance Report.

As per the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with the instances of fraud and mismanagement.

The Whistle Blower Policy has been posted on the website of the Company http://lahotioverseas.in/PDFs/ policies/whistle-blower-policy.pdf

During the year under review, there were no complaints/ concerns that arose.

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

(a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(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.

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, P C Ghadiali And Co LLP., Chartered Accountants, Mumbai (Registration No.103132W/W-100037) Statutory Auditors of the Company to hold office for five consecutive years from the conclusion of the 27th Annual General Meeting of the Company held on September 30, 2022 till the conclusion of 32nd Annual General Meeting to be held in 2027, as required under section 139 of the companies act, 2013 read with companies (Audit & Auditors) Rules 2014.

The Reports of the Statutory Auditors, P C Ghadiali And Co LLP., Chartered Accountants on the Standalone and Consolidated Financial Statements of the Company for the Financial year 2023 form part of this Annual Report. The statutory auditors have submitted an unmodified opinion on the audit of Financial Statements for the year 2024 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and therefore the same does not call for any further comments/explanation from the Directors.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Your Company has appointed Kothari H. & Associates, a firm of Practicing Company Secretaries as a Secretarial Auditor of the Company, for conducing secretarial audit of Company for the Financial Year 2023 - 24.

The report in respect of the Secretarial Audit carried out by Kothari H. & associates Company Secretaries in Form MR-3 for the Financial Year 2023-24 forms part to this report as Annexure 3. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the Financial Year 2023-24.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the Financial Year 2023-24.

At present the Company's Equity Shares are listed at BSE Limited and the Company has paid Listing Fees to the above Stock Exchanges for the year 2023-24.

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 4 and forms an integral part of this Report. In accordance with the provisions of Section 136 of the Act, the Board's Report and the financial statements for the financial year ended March 31, 2024 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing

Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk management's objective is to assure uncertainty does not deflect the endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews these procedures to ensure that executives' management controls risk through means ofa properly defined framework. A senior independent director is associated with the committee. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board. The risk management policy is displayed on the website of the Company viz. http://lahotioverseas. in/PDFs/policies/risk-management-policy.pdf

As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Annual Report.

The Report on Corporate Governance for the year under review together with the certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI (LODR) certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed to this Director's Report as Annexure-5.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at http://www. lahotioverseas.in/annual-reports.asp

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipment's like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipment's. However, since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

During the period under review the Company has earned Foreign Exchange of Rs. 41,374.95 Lakhs and incurred the Foreign Exchange outgo of Rs. 335.38 Lakhs.

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

The Company has in place the “Policy on Prevention of

Sexual Harassment of Women at Workplace” in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.

1. During the Financial Year 2023-24, the trading of securities was not suspended.

2. The Company, during the Financial Year 2023-24, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained.

3. The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years.

4. No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal and there is no instance of one-time settlement with any Bank or Financial Institution.

Your Company's Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment.