Your Directors are pleased to present the Company’s 39^th
(Thirty-Ninth) Annual Report of the Company along with the
Audited Standalone and Consolidated Financial Statement
for the Financial Year (“FY”) ended 31^st March, 2025.

FINANCIAL PERFORMANCE AND THE STATE OF THE
COMPANY’S AFFAIRS

The Audited Financial Statements of your Company as
on 31^st March, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards (“Ind AS”)
and Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and the
provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlights are depicted below:

On Standalone Basis

The Company has a net profit of ' 1,642.80 lakhs for the
year under review as against ' 7,223.66 lakhs profit in the
last year. The total Income of the Company for the year
under review was ' 62,676.35 lakhs as against ' 40,895.29
lakhs during the last year.

On Consolidated Basis

The Company has consolidated net profit of '12,337.76
lakhs for the year under review as against ' 17,480.02
lakhs profit in the last year. The total consolidated income
of the Company was ' 1,57,093.04 lakhs for the year under
review as against ' 1,09,375.41 lakhs during the last year.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company w.e.f. 17^th October,
2024 have been actively listed and traded on National
Stock Exchange of India Limited (“NSE”) along with being
listed and traded on Bombay Stock Exchange Limited. With
this the equity shares of the Company are being listed and
traded on two most leading Stock Exchanges in India.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, read with Schedule V of the Regulations,
a separate section on the Management Discussion and
Analysis Report (“MDAR”), which includes details on the
state of affairs of the Company forms part of this Annual
Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to the provisions of Regulation 34(2)(f) of the
SEBI Listing Regulations the Business Responsibility and
Sustainability Report (“BRSR”) describing the various
initiatives taken by the Board of Directors of the Company
forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under Section 133 of the Act read
together with Companies (Indian Accounting Standards)
Rules, 2015 (as amended) and forms part of this annual
report. In accordance with Section 136 of the Act the Audited
Financial Statements including Consolidated Financial
Statements and related information of the Company and
audited accounts of each of subsidiaries are available of the
website of the Company at www.lloydsenterprises.in

The Board of Directors of the Company reviewed the affairs
of the Subsidiaries/ Associate of the Company. Pursuant
to the provisions of Section 129 (3) of the Act and the
Companies (Accounts) Rules, 2014, the salient features
of the Financial Statement of each of our Subsidiaries/
Associate are set out in the Form AOC-1, which forms a part
of the Financial Statements section of this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Details of Companies which are Subsidiaries, joint
ventures, or associate Companies as on 31^st March,
2025

Subsidiary Companies:

• Lloyds Engineering Works Limited.

• Lloyds Realty Developers Limited (formerly known as
Aristo Realty Developers Limited).

• Indrajit Properties Private Limited.

Step down Subsidiary Companies:

• Simon Developers and Infrastructure Private Limited.

• Techno Industries Private Limited.

Associate Companies:

• Cunni Realty and Developers Private Limited.

• Adithyapower Refractories and Insulation Private
Limited.

Details of Companies which have become or ceased
to be its Subsidiaries, Joint Ventures or Associate
Companies during the year:

Lloyds Infrastructure & Construction Limited (“LICL”):

Lloyds Enterprises Limited (“LEL”) was initially holding
12.25 % equity stake in Lloyds Infrastructure & Construction
Limited (“LICL”), has made further acquisition of 12.25 %
equity stake in LICL on 30^th January, 2025 and pursuant to
the said acquisition, LICL became an Associate Company
of LEL, with an aggregate equity stake of 24.50 % of total
paid-up capital of LICL. Subsequently, following an increase
in the paid-up share capital of LICL, LEL’s equity stake was
diluted to 24.20% total paid-up capital of LICL.

On 29^th March, 2025 LEL holding 24.20% equity stake in
LICL being Associate Company of LEL has sold its entire
equity stake in LICL, thereby LICL ceased to be an Associate
Company of LEL.

In accordance with Section 129(3) of the Act and Regulation
34(2) of SEBI Listing Regulations, we have prepared the
consolidated financial statements of the Company, which
form part of this Annual Report.

Further, a statement containing the salient features of the
financial statements of our associate and subsidiaries in the
prescribed format AOC-1 is appended as “Annexure A” to
the Board’s report. The statement also provides details of
the performance and financial position of the associate.

SHARE CAPITAL

The paid - up equity capital of the Company as on 31^st
March, 2025 was 1,27,21,26,621. The said shares are listed
on BSE Limited (“BSE”) and National Stock Exchange of
India Limited (“NSE”). There was no change in the paid - up
capital of the Company during FY 2024-25.

i. Authorised Share Capital

During the year under review, there was no change in
the authorised capital of the Company. Your Company
has neither issued any shares with differential rights as
to dividends, voting or otherwise nor issued any sweat
equity shares during the year under review.

ii. Issue of equity shares with differential rights

Your Company does not have any equity shares with
differential rights and hence no disclosures is required
to be given under Rule 4(4) of the Companies (Share
Capital and Debentures) Rules, 2014.

iii. Issue of sweat equity shares

During the year under review, your Company has
not issued any sweat equity share and hence no
disclosures is required to be given under Rule 8(13) of
the Companies (Share Capital and Debentures) Rules,
2014.

iv. Preferential issue of Equity Shares

The Company has not issued any Preferential issue of
Equity Shares.

v. ESOP Allotment

During the year under review, the Company has not
made any allotment of Equity Shares to its ESOP Trust
under its ESOP Policy (i.e. “LLOYDS ENTERPRISES
LIMITED EMPLOYEE STOCK OPTION PLAN - 2025”).

vi. Inter-se transfer of Shares between Promoters

During the year under review the following shares were
transferred between the promoters of the Company:

The Company has made necessary disclosure under
Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
and Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.

DEMATERIALIZATION OF SHARES

As on 31^st March 2025, there are 1,27,17,95,731 Equity
Shares dematerialized through depositories viz. National
Securities Depository Limited and Central Depository
Services (India) Limited, which represents about 99.97%
of the total issued, subscribed and paid-up capital of the
Company.

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016, Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001, there
was no unpaid / unclaimed dividends to be transferred
during the Financial Year under review to the Investor
Education and Protection Fund.

DIVIDEND

Your Director’s are pleased to recommend the Final
Dividend of Re. 0.10/- (10%) per equity share of face value
of Re. 1/- each for the FY 2024-25. The Dividend is subject
to the approval of Members at ensuing Annual General
Meeting (“AGM”).

The final dividend shall be paid within a period of 30 (Thirty)
days from the date of the 39^th AGM. In view of the changes
made under the Income-Tax Act, 1961, by the Finance Act,
2020, dividends paid or distributed by the Company shall be
taxable in the hands of the Members. Your Company shall,
accordingly, make the payment of the Final Dividend after
deduction of tax at source.

The Company has also formulated a Dividend Distribution
Policy in terms of the provisions of Regulation 43A of the
SEBI Listing Regulations as amended and the same is
available on the website of the Company at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/ and is set
out as “Annexure B” and forms part of this Annual Report.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to
general reserves for the FY 2024-2025.

REGISTERED OFFICE

There was no change in Registered Office of the Company
during the FY under review. The present address of the
Registered Office is as follow:

A2, 2^nd Floor, Madhu Estate, Pandurang Budhkar Marg,
Lower Parel, Mumbai, Maharashtra, 400013.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

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

BOARD OF DIRECTORS

The year under review saw the following changes to the
Board of Directors (“Board”).

Appointment/ Re-appointment

Mr. Jagannath P. Dange (DIN:01569430)

During the Financial Year under review, pursuant to the
provisions of Section 149, 150 152 and 161 read with
Schedule IV of the Companies Act, 2013, the Companies
(Appointment and Remuneration of Managerial Personnel)
and based on the recommendation of the Nomination
and Remuneration Committee, Mr. Jagannath P. Dange
(DIN:01569430) was appointed as Non-Executive,
Independent Director of the Company, for a term of 5 (five)
consecutive years with effect from 25^th October, 2024 till 24^th
October, 2029, not liable to retire by rotation.

The Members of the Company vide resolution passed
by Postal Ballot on 19^th January, 2025, have approved
Mr. Jagannath P. Dange’s appointment as a Non-Executive,
Independent Director of the Company.

In the opinion of the Board, Mr. Jagannath P. Dange is
a Commerce and Law Graduate, and has done post¬
graduation in Business Administration Development from
Nagpur University, Pune University and Bath University
from U.K. He commenced his career as an IAS officer in
1973 in Maharashtra Cadre. He has served for more than 38
years in different positions including districts, Government
of Maharashtra and Government of India and gained
hands-on experience for the management of Government
organizations, Public Sector undertakings and NGOs.

Mr. Satish Kumar Gupta (DIN: 02914009)

During the Financial Year under review, pursuant to the
provisions of Section 149, 150 152 and 161 read with
Schedule IV of the Companies Act, 2013, the Companies
(Appointment and Remuneration of Managerial Personnel)
and based on the recommendation of the Nomination and
Remuneration Committee, Mr. Satish Kumar Gupta (DIN:
02914009) was appointed Independent Director of the
Company, for term of five consecutive years commencing
from 10^th December, 2024 till 09^th December, 2029, not
liable to retire by rotation.

The Members of the Company vide resolution passed by
Postal Ballot on 19^th January, 2025, have approved the
appointment of Mr. Satish Kumar Gupta (DIN: 02914009)
as a Non-Executive, Independent Director of the Company.

In the opinion of the Board, Mr. Satish Kumar has completed
Business Management from XLRI, Jamshedpur and is a
mechanical engineering graduate from Delhi University. He
was previously associated with Bharat Heavy Electronics
Limited (BHEL), ICICI Bank, Turnaround Management
Association (TMA) (a Chicago based global firm focusing on
recognition of corporate restructuring and turnarounds). His
expertise includes financial management, corporate credit
with in-depth knowledge of legal framework and in-depth
knowledge and understanding of industries operating in iron
and steel, infrastructure, auto ancillaries’ sectors.

Mr. Vikram Chandrakant Shah (DIN: 00824376)

During the Financial Year under review, pursuant to the
provisions of Section 161 of the Act and based on the
recommendation of the Nomination and Remuneration
Committee, and based on the evaluation of the balance
of skills, knowledge, experience and expertise considered
Mr. Vikram Chandrakant Shah (DIN: 00824376) was
reappointed as Non-Executive, Independent Director of
the Company, for second term of five consecutive years
commencing from 05^th February, 2025 to 04^th February,
2030, not liable to retire by rotation.

The Members of the Company vide resolution passed by
Postal Ballot on 19^th January, 2025, have approved Mr.
Vikram Chandrakant Shah (DIN: 00824376) reappointment
as a Non-Executive, Independent Director of the Company.

Retire by Rotation

Mr. Rajesh Gupta, (DIN: 00028379)

In accordance with the provisions of the Section 152 of the
Act, and the Articles of Association of the Company, Mr.
Rajesh Gupta, Director (DIN: 00028379) of the Company
retires by rotation and being eligible offers himself for
reappointment at ensuing 39^th AGM.

Detailed profile of Mr. Rajesh Gupta seeking re-appointment
at the forthcoming AGM as required under Secretarial
Standard on General Meetings and Regulation 36 of the
Listing Regulation is provided separately by way of an
Annexure to the Notice of AGM.

Cessation

Mr. Nurani Krishnamoorthy Mohan (DIN: 02542406)

During the FY under review, Mr. Nurani Krishnamoorthy
Mohan (DIN: 02542406), ceased to be Non-Executive,
Independent Director of the Company, with effect from
the close of business hours on 13^th January, 2025 due to
completion of their term as Independent Directors of the
Company.

The Board places on record its appreciation for the guidance
and support provided by them during their association with
the Company.

KEY MANAGERIAL PERSONNEL

As on the date of this report, the following are Key Managerial
Personnel (“KMPs”) of Company as per Sections 2(51) and
203 of the Act:

i. Mr. Babulal Agarwal, Chairman & Managing Director

ii. Mr. Viresh Shankar Sohoni, Chief Financial Officer

iii. Ms. Pranjal Pramod Mahapure, Company Secretary &
Compliance Officer

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of Section
134(3)(c) of the Act:

i. in the preparation of the Annual Financial Statements
for the year ended 31^st March, 2025, the applicable
accounting standards have been followed and there
are no material departures from the same;

ii. the directors have selected such accounting policies
and applied them consistently and judgements 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 31^st March, 2025 and of the profit of
your Company for that period;

iii. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual financial
statements on a ‘going concern’ basis;

v. the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

vi. the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

DISCLOSURES RELATED TO BOARD AND
COMMITTEES

Board Meetings

The Board met 08 (Eight) times during the FY 2024-25 on
12^th April, 2024, 03^rd May, 2024, 02^nd August, 2024, 25^th
October, 2024, 10^th December, 2024, 28^th January, 2025,

13^th February, 2025 and 29^th March, 2025. The details of the
meeting are provided in the Corporate Governance Report,
which forms part of this Annual Report. The maximum
interval between any two meetings did not exceed 1 20
days as required under Regulation 17 of the SEBI Listing
Regulations, Section 173 of the Act and Secretarial Standard
on Meetings of the Board of Directors.

Committees of the Board

As on 31^st March, 2025, the Board had 05 (Five)
Committees which are mandatory under the Companies
Act, 2013 and the SEBI (Listing Regulations and Disclosure
Requirements), 2015, viz: Audit Committee, Nomination
and Remuneration Committee, Stakeholder Relationship
Committee, Corporate Social Responsibility Committee
and Risk management Committee. Also, for the purpose of
ensuring that the Company’s investments are managed in a
way that aligns with the organization’s goals and objectives,
the Company has Investment Committee. A detailed note on
the composition of the Board and its Statutory Committees
is provided in the Corporate Governance Report that forms
part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as
prescribed in the Act and the SEBI Listing Regulations,
the annual evaluation of the Board of Directors, individual
directors and Committees was conducted.

The exercise for evaluation was carried out through a
structured questionnaire specifically designed for the
Board, Committees and Individual Directors. The Board’s
functioning was evaluated on various aspects, inter
alia, including its structure, strategic direction, meeting
effectiveness, stakeholder value and responsibility,
performance management, information management,
governance, compliance and overall performance metrics.
The Directors were evaluated on aspects such as strategy,
function, ethics and values, team player, self-development
and other general criteria.

The performance of the Committees was evaluated by the
Board after seeking inputs from the committee members
based on criteria. The criteria are broadly based in line
with the Guidance note on Board Evaluation issued by the
Securities and Exchange Board of India vide its circular
dated 5^th January, 2017.

In a separate meeting of Independent Directors, performance
of non-independent directors, the Board as a whole and
the Chairman of the Company was evaluated, taking into
account the views of other directors. The Directors were
satisfied with the evaluation results, which reflected the

overall functioning of the Board and its Committees. The
performance evaluation of all the Independent Directors
was done by the entire Board of Directors of the Company,
excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received declarations from the
Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of
the Act read with Regulation 16(1 )(b) of the SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed that
they are not aware of any circumstances or situations which
exist or may be reasonably anticipated that could impair or
impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as independent
directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company
have confirmed about their enrolment in the data bank of
Independent Directors maintained by the Indian Institute of
Corporate affairs.

The Board is of the opinion that all the Independent Directors
including Independent Directors appointed during the year,
if any, are persons possessing integrity and have relevant
expertise and experience in their fields.

Familiarization Programme for Independent Directors

The familiarization Programme is to update the Directors on
the roles, responsibilities, rights and duties under the Act
and other statutes and about the overall functioning and
performance of the Company.

The Independent Directors have complete access to the
information within the Company. As a part of Agenda of
Board/Committee Meetings, presentations are regularly
made to the Independent Directors. The detailed discussions
and presentations on the sales, credit and operations of the
Company, business plans, financials, risks and mitigation
plans, compliances, major litigation, regulatory scenario
etc. are facilitated by the Company’s senior management. It
remains the constant endeavor of the Company to continually
update its Directors on the various developments, facilitate
interaction with various functional and department heads of
the Company and external experts.

The policy and details of familiarization Programme
conducted during the FY 2024-25 is available on the
Company’s website at https://www.llovdsenterDrises.in/

Meeting of Independent Directors

During the year under review, the Independent Directors
met on 17^th March, 2025, without the attendance of Non¬
Independent Directors and members of the management.

The Independent directors reviewed the performance of
Non-Independent Directors, the Committees and your Board
as a whole along with the performance of the Chairman of
your Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed
the quality, quantity and timeliness of flow of information
between the management and your Board that is necessary
for your Board to effectively and reasonably perform their
duties.

All the Independent Directors were present at these
meetings. The observations made by the Independent
Directors have been adopted and put into force.

VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI
Listing Regulations and the Act, the Company has
formulated and implemented the following policies.
All the Policies are available on Company’s website
(https://www.llovdsenterDrises.in/index.DhD/corDorate-policies/)
under the heading “Corporate Policies." The policies are
reviewed periodically by the Board and updated based on
need and requirements.

Whistle Blower & Vigil Mechanism Policy

The Company has established a whistle blower policy/
vigil mechanism as per Section 177(9) of the Act, read
with Rule 7 of the Companies (Meeting of the Board and
its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations, for the directors and employees of the
Company, to report their unethical or improper activities and
financial irregularities. The policy also provides for adequate
safeguards against victimization of directors, or employees
or any other person who has availed the mechanism and
provides for direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases. No person
has been denied access to the chairman of the Audit
Committee. The Audit Committee monitors and reviews the
investigations of the whistle blower complaints.

Mr. Rajesh Gupta, Director of the Company, has been
designated as the “Whistle Blowing Officer” for various
matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy
can be accessed on the Company’s website at
https://www.lloydsenterprises. in/index.DhD/corDorate-Dolicies/

Policy for Related Party Transactions

All related parties’ transactions were placed before the Audit
Committee for its approval. An omnibus approval from Audit
Committee was obtained for the related party transactions
which are repetitive in nature.

All the transactions with the related parties entered during
the year under review, were on arm’s length basis and in
ordinary course of business.

In accordance with the requirements of Act and the SEBI
Listing Regulations, the Company has formulated a Policy on
Related Party Transactions for identification and monitoring
of such transactions. The policy regulates all transactions
taking place between the Company and its related parties,
in accordance with the applicable provisions.

The policy on Related Party Transaction is available on the
Company’s website can be accessed on the Company’s
website at httDs://www.llovdsenterprises.in/index.DhD/
corporate-policies/

Code of conduct for Director(s) and Senior Management
Personnel

The Company has laid down a Code of Conduct for all the
Directors and the Senior Management of the Company
which is available at httDs://www.llovdsenterprises.in/

All the Directors and Senior Management of the Company
have affirmed compliance with the Code for the FY ended
31^st March, 2025. A declaration to this effect signed by
the Managing Director of the Company is annexed to the
Report.

Risk Management Policy

The Company has formulated the Risk Management
policy in compliance with the provisions of the Act and the
SEBI Listing Regulations, to identify risks and minimize
their adverse impact on business and strive to create
transparency.

The policy helps to identify the various elements of risks
faced by the Company, which in the opinion of the Board,
threatens the existence of the Company. The Company
employs a structured approach to risk management,
which encompasses risk identification, risk evaluation, risk
mitigation, and risk monitoring.

The Risk Management Policy can be accessed on the
Company’s website at httDs://www.llovdsenterDrises.in/
index.DhD/corDorate-Dolicies/

Nomination and Remuneration Policy

In line with the requirements of Section 178 of the Act
and Regulation 19 of the SEBI Listing Regulations, the
Company has in place a Nomination & Remuneration Policy

which provides for the processes relating to selection,
appointment and remuneration of directors, key managerial
personnel and senior management employees including
other matters as provided. It also provides for effective
evaluation of performance of the Board, its committees and
individual directors.

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

The Nomination and Remuneration Policy can be accessed
on the Company’s website at https://www.llovdsenterprises.
in/index.DhD/corporate-Dolicies/

Policy for Determination of Materiality of an Event or
Information

As per the requirements of the SEBI Listing Regulations,
the Company has formulated a policy for determination of
materiality-based events.

The Policy for Determination of materiality of an event or
information policy can be accessed on the Company’s
website at https://www.llovdsenterprises.in/index.php/
corporate-policies/

Policy on Preservation of Documents

In line with the requirements of Regulation 9 of the SEBI
Listing Regulations, the Company has adopted the policy on
preservation of the documents.

The policy on preservation of documents can be accessed
on the Company’s website at https://www.llovdsenterprises.
in/index.DhD/corporate-Dolicies/

Insider Trading -Code of Conduct

Pursuant to SEBI (Prohibition of Insider Trading)
Regulations, 2015, (hereinafter “SEBI PIT Regulations")
the Company has adopted the Insider Trading Code. The
Code provides framework for dealing with the securities of
Company in a mandated manner.

The above Insider Trading-code of conduct can be accessed
on the Company’s website at https://www.llovdsenterprises.
in/index.DhD/corDorate-Dolicies/

Policy for Procedure of Inquiry in Case of Leak of
Unpublished Price Sensitive Information (“UPSI”)

Pursuant to SEBI PIT Regulations, the Company has
formulated a written policy and procedure for:

1. inquiry in case of leak of unpublished price sensitive
information for initiating appropriate action on
becoming aware of leak of unpublished price sensitive
information;

2. informing the Board promptly of such leaks, inquiries
and results of such inquiries.

Pursuant to this regulation, the Company has adopted
the Policy for Procedure of Inquiry in Case of Leak of
Unpublished Price Sensitive Information (“UPSI”), which
can be accessed on the Company’s website at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/

Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information

Pursuant to SEBI PIT Regulations, the Company has
formulated the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information which
includes therein the policy for determination of “Legitimate
purposes for sharing UPSI”.

The code of Practices and Procedures for Fair Disclosure
of the Unpublished Price Sensitive Information can be
accessed on the Company’s website at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/

Policy on Material Subsidiary

The Company had formulated a policy for determining
material subsidiaries in accordance to SEBI Listing
Regulations which can be accessed on the Company’s
website at https://www.llovdsenterprises.in/index.DhD/

corDorate-Dolicies/

Corporate Social Responsibility Policy

The Company has constituted the Corporate Social
Responsibility (“CSR”) Committee in compliance with
the provisions of section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014(“CSR Rules"). The brief details of CSR
Committee are provided in the Corporate Governance
Report, which forms part of this Annual Report.

The Corporate Social Responsibility Policy (hereinafter
“CSR Policy”) of the Company has been prepared pursuant
to Section 135 of the Act and the CSR Rules. The CSR
policy serves as a referral document for all CSR related
activities at the Company. The CSR Policy relates to the
activities to be undertaken by the Company as specified in
schedule VII and other amendments/circulars thereon to the
Companies Act, 2013.

The CSR Policy can be accessed on the Company’s website
at httDs://www.llovdsenterDrises.in/index.DhD/corDorate-

policies/

The disclosures with respect to CSR activities are given
in “Annexure C”.

Succession Planning Policy

In compliance with Regulation 17(4) of the SEBI Listing
Regulations, the Company has established a comprehensive
Succession Planning Policy. This policy ensures that
appropriate plans are in place to facilitate the orderly
succession of appointments to the positions of Chairman,
Board of Directors, Key Managerial Personnel, and Senior
Management. The policy is designed to support seamless
transitions and maintain organizational stability.

Dividend Distribution Policy

The dividend recommended is in accordance with the
Company’s Dividend Distribution Policy. The Dividend
Distribution Policy, in terms of Regulation 43A of SEBI Listing
Regulations is available on the Company’s website on https://
www.llovdsenterDrises.in/index.DhD/corDorate-Dolicies/

CORPORATE GOVERNANCE REPORT AND
CERTIFICATE

The Company has taken adequate steps to ensure that
all the mandatory provisions of Corporate Governance as
prescribed under SEBI Listing Regulations are complied
with. As per Regulation 34(3) Read with Schedule V of
SEBI Listing Regulations, a separate section on corporate
governance, together with a certificate from the Company’s
Statutory Auditors, forms part of this Report.

AUDITORS

Statutory Auditor

Pursuant to Section 139 of the Act and the Rules made
there under, the Shareholders of the Company in the AGM
held on 29^th September, 2021 appointed M/s Todarwal &
Todarwal LLP (Firm Registration No. 111009W/W100231)
as the Statutory Auditors of the Company for a period of
05 (Five) Years from the conclusion of the 35^th AGM till the
conclusion of the 40^th AGM of the Company to be held in
the Year 2026.

M/s. Todarwal & Todarwal LLP have confirmed their eligibility
to continue as the Statutory Auditors of the Company under
Sections 139 and 141 of the Act and the applicable rules.
Additionally, as required by the Listing Regulations, the
Auditors have confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India.

Statutory Audit Report

During the FY 2024-25, the observations made by the
Statutory Auditor in their Audit Report read with the relevant
notes thereof as stated in the Notes to the Audited Financial
Statements of Company for the FY ended 31^st March, 2025

are self-explanatory and being devoid of any reservation(s),
qualification(s) or adverse remark(s) etc. do not call for any
further information(s)/ explanation(s) or comments from the
Board under Section 134(3)(f)(i) of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Act and the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 read with Regulation 24A of the SEBI Listing
Regulation, the Board of Directors of the Company has
appointed M/s Mitesh J. Shah & Associates (Membership
No. 10070 CP No. 12891) as the Secretarial Auditor of the
Company to conduct Secretarial Audit for the FY 2024-25.

Further Board on recommendation of the Audit Committee,
has approved the appointment of M/s. Mitesh Shah &
Co., Company Secretaries (Firm Registration No.: as
P2025MH104700), as Secretarial Auditors of the Company
subject to approval of the Members of the Company at the
ensuing AGM for a period of Five (5) consecutive years
from commencing from FY 2025 -26 till FY 2029-30 at such
remuneration as shall be fixed by the Board of Directors of
the Company.

Secretarial Audit Report

As required under provisions of Section 204 of the Act,
the report in respect of the Secretarial Audit carried out
by M/s Mitesh J. Shah & Associates., Practicing Company
Secretary (Membership No. 10070 CP No. 12891), in
Form MR-3 for the FY 2024-25 is annexed hereto marked
as “Annexure D” and forms part of this Report. The said
Secretarial Audit Report being devoid of any reservation(s),
adverse remark(s) and qualification(s) etc. does not call for
any further explanation(s)/ information or comment(s) from
the Board under Section 134(3) (f)(ii) of the Act.

Internal Auditor

Pursuant to Section 138(1) of the Act read with the
Companies (Accounts) Rules, 2014, your Company is
required to appoint an internal auditor to conduct internal
audit of the functions and activities of your Company.

The Board of Directors of the Company appointed R.D
Nagvekar & Co to conduct Internal Audit of the Company for
the period under review. The Internal Auditor has conducted
audit of FY 2024-25 and submitted report thereof to the
management of the Company.

Internal Audit Report

The Internal Auditor’s Report does not contain any
qualification, reservation or adverse remark requiring any
explanations / comments by the Board of Directors.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors
nor the Secretarial Auditors of the Company have reported
any frauds to the Audit Committee or to the Board of
Directors under Section 143(12) of the Act including rules
made thereunder.

MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as
prescribed under section 148(1) of the Act is not applicable
to the Company.

INTERNAL FINANCIAL CONTROLS

Risk is an inherent aspect of a dynamic business
environment. The Risk Management Policy helps the
management and Board of Directors to put in place an
effective framework for taking informed decisions about
the internal and external risks of the Company. To minimize
the adverse consequence of risks on business objectives,
the Company has framed this Risk Management Policy
(“Policy/RMP”). The Policy provides a route map for risk
management, mitigation measures and guidance from the
Risk Management Committee and the Board of Directors.

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company
are adequate. During the year under review, no material or
serious observations has been received from the Statutory
Auditors and the Internal Auditors of the Company, on the
inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEE GIVEN AND SECURITIES
PROVIDED

During the year under review, the Company has made
investment in accordance with section 186 of the Act.
Further, the Company has not given any loan or guarantee
during the FY 2024-2025.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES

The Board of Directors have adopted the Policy on
Materiality of Related Party Transactions and Dealings with
Related Party Transactions as per the applicable provisions
of the Act and the Listing Regulations and the same is
available on the website of the Company at https://www.
llovdsenterDrises.in/index.DhD/corDorate-Dolicies/

Particulars of contracts or arrangements or transactions
with related party referred to in section 188 of the Act, in
the prescribed form AOC-2, are enclosed with this report as
“Annexure E”.

There were no materially significant related party transactions
entered by the Company which may have a potential conflict
with the interest of Company. All related party transaction(s)
are first placed before Audit Committee for approval and
thereafter such transactions are also placed before the
Board for seeking their approval. The details of Related
Party Transactions, as required pursuant to respective
Indian Accounting Standards, have been stated in Note No.
34 to the Audited Standalone Financial Statements of the
Company which form a part of this Annual Report.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations,
your Company has filed the reports on RPTs with the Stock
Exchanges within the statutory timelines.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures with respect to the remuneration of Directors
and employees as required under Section 197(12) of the
Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(Rules) have been appended as an “Annexure F” to this
Annual Report.

The statement containing particulars of employee
remuneration as required under provisions of Section
197(12) of the Act and Rule 5(2) and 5(3) of the Rules,
forms part of this Report. In terms of Section 136(1) of the
Act, the Annual Report is being sent to the Shareholders,
excluding the aforesaid statement. The statement is open
for inspection upon request by the Shareholders, and any
Shareholder desirous of obtaining the same may write to the
Company at llovdsenterDnses@llovds.in

DISCLOSURE RELATING TO EMPLOYEE STOCK
OPTION SCHEME AND EMPLOYEE STOCK PURCHASE
SCHEME

The Company has approved in the Board Meeting held on
13 ^th February, 2025 the LLOYDS ENTERPRISES LIMITED
EMPLOYEE STOCK OPTION PLAN - 2025 subject to the
Members Approval at ensuing AGM.

The Plan will be implemented through the Trust route. The
scheme is designed with primary objectives of alignment
of personal goals of the Employees with organizational
objectives by participating in the ownership of the Company,
to reward the employees for their association and
performance as well as to motivate them to contribute to the
growth and profitability of the Company.

DISCLOSURE RELATING TO EQUITY SHARES WITH
DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with
differential rights during the year under review, and
hence, no information as per provisions of Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company states
that the applicable Secretarial Standard i.e. SS-1 and SS-2
issued by the Institute of Company Secretaries of India,
relating to Meetings of the Board of Directors and General
Meetings respectively have been duly complied with.

DEPOSITS

During the year under review, the Company neither accepted
any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as ‘Deposits’
in terms of Section 73 of the Act read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence, the
requirement for furnishing of details of deposits which
are not in compliance with the Chapter V of the Act is not
applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any
Regulator or Court or Tribunal which can have impact on
the going concern status and the Company’s operations in
future.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance for sexual harassment at
workplace and adopted a policy on Prevention, Prohibition
and Redressal Sexual Harassment of Women at Workplace
in line with Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules
frame thereunder. Internal Complaints Committee (“ICC”)
is in place for office of the Company to redress complaints
received regarding Sexual Harassment.

Disclosures in relation to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and rules made thereunder have been provided
in the Report on Corporate Governance and Business
Responsibility and Sustainability Report.

MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, as amended from time to
time. All eligible female employees are provided maternity
benefits in accordance with the statutory requirements,
including paid leave, and other related entitlements. The
Company remains committed to creating a supportive
and inclusive work environment for its women employees
and ensures strict adherence to all applicable labour laws,
including the Maternity Benefit Act.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

The Information on conservation of energy and technology
absorption in accordance with provisions of section 134(3)
(m) of the Act, read with Rule 8 of Companies (Account)
Rules, 2014 is not required since the Company is not a
manufacturing Company.

There were no foreign exchange earnings and out go during
the year.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, copies of the Annual Returns of the Company
prepared in accordance with Section 92(1) of the Act read
with Rule 11 & Rule 12 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of the
Company and is accessible on the website of the Company
i.e. https://www.llovdsenterDrises.in/.

LISTING FEES

The listing fees payable for the FY 2024-2025 has been paid
duly paid to BSE Limited and National Stock Exchange of
India Limited (“NSE”) Limited.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. The Company’s technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines
to network, application and the data.

During the year under review, your Company did not Face
any incidents or breaches or loss of data breach in cyber
security.

GENERAL DISCLOSURE

During the FY under review:

a) The Company has not bought back its shares, pursuant
to the provisions of Section 68 of the Act and Rules
made thereunder.

b) The Company has not failed to implement any
corporate action.

c) The Company has not made any provisions of money
or has not provided any loan to the employees of the
Company for purchase of shares of the Company,
pursuant to the provisions of Section 67 of the Act and
Rules made thereunder.

d) There was no revision of financial statements and
Board’s Report of the Company.

e) There were no significant material changes and
commitments affecting the financial position of the
Company, which have occurred between the end of the
FY of the Company to which the Financial Statements
relate and the date of this Report.

f) Neither the Managing Director nor the Whole Time
Director of the Company received any remuneration or
commission from any of its Subsidiaries or Associates.

g) No application has been made under the Insolvency and
Bankruptcy Code, hence, the requirement to disclose
the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the year along with their status as at the
end of the FY is not applicable.

h) The requirement to disclose the details of difference
between amount of the valuation done at the time
of onetime settlement and the valuation done, while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

i) The securities were not suspended from trading during
the year due to corporate actions or otherwise.

j) No candidate was nominated by small shareholders in
terms of Section 151 of the Act.

k) None of the Auditors and/or Secretarial Auditors,
resigned during the year.

l) There was no delay, in holding AGM.

m) There was no change in Auditors and/or Secretarial
Auditors during the year.

n) There was no re-appointment of Independent Director
during the year under review.

o) The financial statements of the Company and its
subsidiaries are placed on the Company’s website
https://www.llovdsenterDrises.in/

p) The Cash Flow Statement for the FY 2024-25 is
attached to the Balance Sheet which forms part of this
Annual Report.

q) The Company has completed all corporate actions
within the specified time limits. The securities were
not suspended from trading during the year due to
corporate actions or otherwise.

r) During the year ended March 31, 2025, the Company
had not made any application under the Insolvency and
Bankruptcy Code, 2016 (“the Code”). No proceeding is
pending against the company under the Code.

s) During the year, the Company had not made any one¬
time settlement with banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere
appreciation and gratitude for the assistance and generous
support extended by all Government authorities, Stock
exchange, Depositories, Financial Institutions, Banks,
Customers and Vendors during the year under review. We
would also like to thank our members for their continued trust
and investment in the Company. We also wish to express
immense appreciation for the devotion, commitment and
contribution shown by the employees of the Company while
discharging their duties.

For and on behalf of the Board of Directors
Lloyds Enterprises Limited

Sd/-

Babulal Agarwal

Date: 09^th May, 2025 Chairman & Managing Director
Place: Mumbai DIN: 00029389