Le Lavoir Ltd

To,

The Members,

Your Directors pleased to present the 44^th Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2025.

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous financial year ended on 31^st March, 2024 is given below:

Total revenue for Financial Year 2024-25 is Rs. 327.74 Lakhs compared to the total revenue of Rs. 267.01 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2024-25 of Rs. 178.73 Lakhs as compared to Profit before tax of Rs. 144.09 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 134.46 Lakhs as against Net Profit after tax of Rs. 103.63 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

During the Financial Year 2024-25, there was no change in nature of Business of the Company.

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website at https://thelelavoir.com.

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs Only) divided into 1,05,00,000 (One Crores Five Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only).

The Company has increased it Authorised capital from Rs. 4,20,00,000/- (Rupees Four Crores and Twenty Lakhs only) divided into 42,00,000 (Forty-Two Lakhs) equity shares of Rs. 10.00/- each to Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs Only) divided into 1,05,00,000 (One Crores Five Lakhs) equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each of the Company and consequent alteration of Memorandum of Association of the Company which was approved in Extra-Ordinary General Meeting of the Company held on 27^th December, 2024.

The Paid-up share capital of the Company as on 31^st March, 2025 is Rs. 3,24,00,000/- (Rupees Three Crores Twenty-Four Lakhs Only) divided into 32,40,000 (Thirty-Two Lakhs Forty Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only).

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss account of the Company under Reserves and Surplus.

The Board Meeting of the Company, at its meeting held on Friday, 7^th February, 2025 has considered and approved the place or office where books of accounts are kept and maintained i.e. Unit No G 14 Chandivali Narayan Plaza, Premise Co Op Soc Ltd Andheri East, Mumbai, Maharashtra, India - 400 072.

The Shareholders have approved agenda for the issuance of 37,50,000 Convertible warrants at a price of Rs. 264.75/- (comprising Face value of Rs. 10.00/- each and Premium of Rs. 254.75/- each) aggregating of Rs. 99,28,12,500/- in the Extra-Ordinary General Meeting held on Friday, 24^th December, 2024. Inprinciple approval for the said issue from BSE Limited is yet to be received.

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

The Directors of the Company met at regular intervals at least once in a quarter within the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 8 (Eight) times viz. 29^th May, 2024, 1^st August, 2024, 12^th August, 2024, 2^nd September, 2024, 24^th October, 2024, 19^th November, 2024, 30^th November, 2024 and 7^th February, 2025.

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the annual accounts, for the year ended on 31^st March, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departure from the same;

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 financial year and of the profit of the Company for the financial year ended on 31^st March, 2025;

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

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 were adequate and operating effectively.

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

During the year under review, all the Related Party Transactions were entered at arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Material Related Party Transactions ("material RPTs") require prior approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at https://thelelavoir.com.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts/arrangements entered with related parties in prescribed Form AOC-2, is annexed herewith as "Annexure I" to this Report.

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2024-25;

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company's Policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at https://thelelavoir.com.

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company's current working and future outlook as per "Annexure - II".

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge;

• Professional Conduct;

• Comply Secretarial Standard issued by ICSI Duties;

• Role and functions.

b) For Executive Directors:

• Performance as leader;

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios;

• Key set investment goal;

• Professional conduct and integrity;

• Sharing of information with Board;

• Adherence applicable government law.

The Directors expressed their satisfaction with the evaluation process.

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

The Directors and Key Managerial Personnel of the Company are summarized below:

1. Appointment of Ms. Keshita Priyank Dhruv as Company Secretary and Compliance Officer of the Company w.e.f. 1^st August, 2024.

2. Appointment of Mr. Ashok Dilipkumar Jain (DIN: 03013476) as Non-Executive and Non-Independent Director and Mr. Pradeep Sutodiya (DIN: 01025354) as Non-Executive and Independent Director of the Company w.e.f. 19^th November, 2024.

3. Resignation of Mr. Dhiraj Kothari (DIN: 08588181) from the post of Non-Executive Director and Mr. Milburn Anthony Sequeira (DIN: 10489028) from the post of Non-Executive and Independent Director of the Company w.e.f. 20^th November, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2024-25 and till the date of Board's Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

Ms. Keya Bhattacharya and Mr. Pradeep Sutodiya, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in 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 are not applicable to the Company. Hence Corporate Governance does not form part of this Board's Report.

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Monday, 2^nd September, 2024, the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

M/s. K M Chauhan & Associates, Chartered Accountants, Rajkot, (FRN: 125924W) were appointed as Statutory Auditor of the Company.

The report issued by Statutory Auditors for financial year 2024-25 does not contain any qualifications or adverse remarks. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

The Auditor's report for the Financial Year ended 31^st March, 2024 has been issued with an unmodified opinion, by the Statutory Auditor.

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Jitendra Parmar, Proprietor of M/s. Jitendra Parmar & Associates, Company Secretaries, Ahmedabad (FRN: S2023GJ903900) as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - III in Form MR-3.

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) Compliance of SEBI Circular No: SEBI/HO/DDHS/DDHS-RACPOD1/ P/CIR/2023/172 dated October 19, 2023 i.e. Non filing of Annual Disclosures of Non-applicability of Large Corporate for FY 2023-24.

The Company does not fall under the criteria specified for classification as a "Large Corporate" as per the definitions provided in the circular. Therefore, the requirement to submit the Annual Disclosure in the prescribed format does not arise.

b) During the period under review, it was noted that One of the Independent Directors who was not registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) at the time of appointment, as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Reply:

The registration of Independent Directors has been completed however, renewal is pending in the database due to a technical issue in the system. The matter has been identified, and the necessary steps are being taken to resolve it at the earliest. Once the issue is rectified, the registration will be completed accordingly.

c) The Company has not filed Form DIR-12 for recording the cessation (demise) of Mr. Bernad Antonio Jose Fernandes as Director, as the death certificate has not yet been received by the Company.

Reply:

The Company has not yet filed Form DIR-12 for the cessation of Mr. Bernad Antonio Jose Fernandes due to non-receipt of the death certificate from his family. The Company has, however, duly intimated the stock exchange of the same for compliance purposes.

d) It was observed that the position of Company Secretary remained vacant from 18th January, 2024 to 1st August, 2024, which is not in compliance with the provisions of Section 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The previous Company Secretary tendered their resignation effective 18^th January, 2024. The Company appointed a new Company Secretary with effect from 1^st August, 2024.

During the interim period, the Company was actively engaged in the process of identifying and finalizing a suitable candidate for the position.

The delay was inadvertent and not intentional, and the Company remains committed to complying with all applicable provisions under Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements

The Board of directors has appointed Mr. Harshil Shah, Chartered Accountant, as the internal auditor of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 29^th May, 2024, 12^th August, 2024, 24^th October, 2024, 19^th November, 2024, 30^th November, 2024 and 7^th February, 2025 the attendance records of the members of the Committee are as follows: