Lamosaic India Ltd Directors Report

To,

The Members,

Lamosaic India Limited

The Board of Directors take pleasure in presenting the Second (02n) Annual Report covering the highlights of the business and operations of Lamosaic India Limited ("the Company") along with the Audited Financial Statements of the Company (standalone and consolidated) for the financial year ended 31 st March, 2025.

THE FINANCIAL SUMMARY OR HIGHLIGHTS:

The Companys financial performance for the financial year ended 31 st March, 2025 along with that of the previous financial year ended 31 st March, 2024 is summarized below:

(Rs. in Lakhs)

Particulars	As at 31 st March, 2025	As at 31 st March, 2024
Revenue from Operations	14,349.43	5,064.57
Other Income	10.16	1.10
Total Revenue	14,359.59	5,065.67
Less: Total Expenses	14,017.01	4,026.76
Profit before exceptional and extra ordinary items	342.57	1,038.92
Less: Extra ordinary / exceptional items	0.00	0.00
Profit before tax	342.57	1,038.92
Less: Tax expense	94.63	274.55
Profit after taxes	247.94	764.36
Balance brought forward from the year	764.36	0.00
Add: Profit for the year and Others	5,992.03	764.36
Balance carried to Balance Sheet	6,756.39	764.36

The above figures are extracted from the Financial Statements prepared in accordance with the applicable accounting principles as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

STATE OF THE COMPANYS AFFAIRS / PERFORMANCE:

Lamosaic India Limited (CIN: L31001PN2023PLC221416), has been incorporated under the provisions of the Company Act, 2013 in the State of Maharashtra, India, on 13 th June, 2023 by converting the Partnership Firm named "Swastik Marketing" to Public Limited Company with an object to carry on business as manufacturers, traders, exporters, importers, dealers, wholesalers, retailers, and service providers including installers, commission agents, of wood and wood products including plywood, hardboard, blackboard, liminboard, bathenboard, and similar laminated wood products, wood logs, billets, twigs, slices, peels, waste & dust, split poles, piles, pickets & stakes of wood; chip wood, pulpwood in chips or particles; wooden sticks, drawn wood, match splints, wood wool and wooden tiles, wooden blocks, wooden strips, veneer sheets and sheets for 107 plywood, blackboard and similar laminated wood products, cellular wood panels, reconstituted wood, wooden mouldings, wooden frames, wooden packing cases, boxes, crates, drums, casks, barrels, vats, tubs, buckets, household utensils of wood, wooden doors, windows & similar fittings, wooden hardware articles; wooden tools, articles, wooden handicrafts, sculptures, toys, monuments etc. And other allied items, their parts, fittings & accessories. All kinds and descriptions. To act as decorators and manufacturers, wholesalers, and dealers in housing furnishing and fittings, interior decorators, commercial and industrial furnishing and fittings and implements and tools of all descriptions and provide consultancy in total interior and exterior decoration and furnishing solutions.

The financial statements for the financial year ended 31 st March, 2025 have been prepared in accordance with the applicable Accounting Standards as prescribed under the Companies Act, 2013 read with Rules framed thereunder ("the Act") and other accounting principles generally accepted in India.

The highlights of the Companys performance are as under:

The Standalone Financial Statements of the Company reflect the performance of the Company on standalone basis.

During the financial year, the Company has earned total revenue including other income of Rs. 14,359.59 Lakhs as compared to Rs. 5,065.67 Lakhs of previous year.

The profit before taxes for the financial year ended 31 st March, 2025 was Rs. 342.57 Lakhs as compared to profit of Rs. 1,038.92 Lakhs in the previous year.

The profit after taxes for the financial year ended 31 st March, 2025 was Rs. 247.94 Lakhs as compared to profit of Rs. 764.36 Lakhs in the previous year.

DIVIDEND:

In compliance with the provisions of the Companies Act, 2013, the Board of Directors of the Company do not recommend any dividend for the financial year ended 31 st March, 2025. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the SEBI Listing Regulations"), the Board of Directors of the Company ("the Board") has voluntarily formulated, approved and adopted a Dividend Distribution Policy. The Policy details various considerations based on which the Board may recommend or declare Dividend to the Shareholders. The Dividend Distribution Policy of the Company is also available on the Companys website at

TRANSFER TO RESERVE:

The Company has not transferred any amount to general reserves during the financial year under review. Profit of Rs. 247.94 Lakhs which has been transferred to the surplus in the statement of profit and loss.

EQUITY SHARE CAPITAL AND CHANGES THEREON:

Authorized Share Capital:

The Authorised Share Capital of the Company as on 31 st March, 2025 was Rs. 11,00,00,000/- (Rupees Eleven Crores Only) comprising of 1,10,00,000 (One Crore Ten Lakh) Equity Shares of Rs. 10/- each (Rupees Ten Only).

Issued and Paid-Up Share Capital:

The Paid-Up Equity Shares Capital of the Company as on 31 st March, 2025 consisting 1,03,38,008 (One Crore Three Lakh Thirty-Eight Thousand Eight) Equity Shares of Rs. 10/- each (Rupees Ten Only) and total Paid Up Equity Share Capital of the Company stood at Rs. 10,33,80,080/- (Rupees Ten Crores Thirty-Three Lakhs Eighty Thousand Eighty Only).

Increase in Paid Up Share Capital during the financial year:

During the financial year, the Paid-up Equity Share Capital of the Company was increased from Rs. 7,27,80,080/- (Rupees Seven Crores Twenty-Seven Lakhs Eighty Thousand Eighty Only) to Rs. 10,33,80,080/- (Rupees Ten Crores Thirty-Three Lakhs Eighty Thousand Eighty Only) by following ways:

a. During the financial year, the Company has allotted 30,60,000 (Thirty Lakhs Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each through Fresh Issue (Initial Public Offering) vide Allotment Resolution dated 27 th November, 2024.

LISTING INFORMATION:

The Equity Shares of the Company are listed with NSE Emerge Platform of National Stock Exchange of India Limited and in dematerialized form. The ISIN of the Company is INE0R0201012.

The Shares of the Company were listed on National Stock Exchange of India Limiteds Emerge Platform, Mumbai on 29 th November, 2024. The Company has paid the Annual Listing Fees for the financial year 2025-26. The Equity Shares of the Company has the electronic connectivity under ISIN: INE0R0201012. To provide service to the Shareholders, the Company has appointed M/s. KFIN Technologies Limited, Selenium Building, Tower-B, Plot No.: 31 & 32, Financial District Nanakramguda, Serilingampally, Hyderabad, Rangareddi - 500 032, Telangana, India, as the Registrar and Transfer Agent ("RTA") & Share Transfer Agent ("STA") of the Company for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

Following the Listing of the Companys Equity Shares, the status of the Company has changed from an Unlisted Public Company to a Listed Public Company. Consequently, the Corporate Identification Number ("CIN") of the Company has been revised from U31001PN2023PLC221416 to L31001PN2023PLC221416.

WEBSITE OF THE COMPANY:

In accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder, the Company maintains a functional website at which contains relevant information about the Company, including details of its Business, Financial Information, Shareholding Pattern, Policies, Codes, and other statutory disclosures as required under applicable laws.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed / unpaid in relation to the Company. Hence, the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary(ies), Joint Venture(s) or Associate Company(ies) as on financial year ended 31 st March, 2025.

STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFERING ("IPO") UNDER REGULATION 32 (1) OF THE SEBI LISTING REGULATIONS:

The Company has issued and allotted 30,60,000 (Thirty Lakh Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each fully paid up for cash at a price of Rs. 200/- (Rupees Two Hundred Only) each including premium of Rs. 190/- (Rupees One Hundred Ninety Only) per Equity Share each by way of Initial Public Offer ("IPO") aggregating to Rs. 6,120 Lakhs and got listed on Emerge Platform of National Stock Exchange of India Limited on 29 th November, 2024.

The details of utilization of IPO Issue Proceeds as on 31 st March, 2025 is mentioned below:

(Rs. in Lakhs)

Sr. No.	Object of the Issue as per Prospectus		Amount allocated for the Object	Amount utilised till 31 st March, 2025	Deviation / Variation from Applicable Object	Unutilized Amount as on 31 st March, 2025
1.	Repayment of certain Borrowings		445.77	445.77	0.00	0.00
2.	To meet incremental working capital requirements		3,604.31*	3,604.31*	0.00	0.00
3.	Pursuing Inorganic Growth		600.00	600.00	0.00	0.00
4.	General Corporate Expenses		1,400.00	1,400.00	0.00	0.00
5.	Issue related expenses		69.92*	69.92*	0.00	0.00
Total		6,120.00		6,120.00

*As per Prospectus dated 09 th November, 2024, the amount allocated to Issue Related Expenses was Rs. 174.23 Lakhs. However, the Issue Related Expenses paid by the Company after the Initial Public Offer ("IPO") was only 69.92 Lakhs. Therefore, the

Company has vide Special Resolution passed through Postal Ballot dated 29 th March, 2025 transferred the remaining amount of Rs. 104.31 Lakhs from "Issue Related Expenses" to "Meet Incremental Working Capital Requirements".

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirmed:

that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

that 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;

that 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;

that the Directors had prepared the annual accounts on a going concern basis; and

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

that 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 WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB- SECTION (3) OF SECTION 92 OF THE COMPANIES ACT, 2013 HAS BEEN PLACED:

Pursuant to the provisions of sub-section (3)(a) of Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 which states that the Company shall require to provide the web address, if any, where Annual Return referred to in sub-section (3) of Section 92 of the Companies Act, 2013 has been placed.

The draft Annual Return as provided under Section 92(3) read with Section 134(3)(a) of the Act as prescribed in Form No.: MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP"):

The Board of Directors of the Company comprises of the Six (06) Directors with optimum combination of the Executive and Non-Executive Directors i.e., Three (03) Executive Directors and Three (03) Non-Executive Independent Directors including One

(01) Woman Independent Director and each of them are professionals in their respective areas of specialization and have held eminent positions as on 31 st March, 2025.

The composition of the Board of Directors as on 31 st March, 2025 are as follows:

Sr. No.	Name of the Directors	DIN	Designation
1.	Mr. Vinod Juthalal Visaria	DIN: 07603546	Chairman and Managing Director
2.	Mr. Jay Manilal Chheda	DIN: 10200825	Executive Director and Chief Financial Officer
3.	Mr. Jitesh Khushalchand Mamaniya	DIN: 10200824	Executive Director
4.	Mr. Sandeep Chand Mal Tak	DIN: 06644850	Independent Director
5.	Mr. Pulkit Dagra	DIN: 10261920	Independent Director
6.	Ms. Monika Kushwaha	DIN: 10261931	Woman Independent Director

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Vinod Juthalal Visaria (DIN: 07603546), the Chairman and Managing Director of the Company, Mr. Jay Manilal Chheda (DIN: 10200825), the Director and Chief Financial Officer of the Company and Ms. Swati Jain (ICSI Membership No.: ACS-58635), the Company Secretary

and Compliance Officer are the Key Managerial Personnel of the Company as on 31 st March, 2025.

Changes in the Directors:

There was following changes took place during the financial year ended 31 st March, 2025:

1. Mr. Jitesh Khushalchand Mamaniya (DIN: 10200824), the existing Executive Director of the Company, was re-appointed as a Director liable to retire by rotation and, being eligible, offered himself for re-appointment at the First AGM held on 05 th August 2024.

Changes in Key Managerial Personnel:

There were no changes during the financial year ended 31 st March, 2025. However, there were following changes took place after closure of the financial year but before signing of this Boards Report:

CS Swati Jain, an Associate Member of the Institute of Company Secretaries of India having Membership No.: ACS-58635, was resigned from the position of the Company Secretary and Compliance Officer of the Company with effect from 29 th October, 2025.

Mr. Jay Manilal Chheda (DIN: 10200825), was resigned from the position of the Chief Financial Officer of the Company with effect from 29 th October, 2025, but he will continue to serve as the Executive Director of the Company.

Mr. Jitesh Khushalchand Mamaniya (DIN: 10200824), the existing Executive Director of the Company was appointed with additional responsibilities as the Key Managerial Personnel designated as the Chief Financial Officer of the Company with effect from 29 th October, 2025.

DISCLOSURE UNDER SECTION 184(1) AND 164(2) OF THE COMPANIES ACT, 2013:

None of the Directors of the Company are disqualified from being appointed as Director as specified under Section 164(2) of the Companies Act, 2013 and also all the Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013.

RETIREMENT OF DIRECTOR BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Jay Manilal Chheda (DIN: 10200825), the Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. Brief profile of the Director seeking re-appointment is provided in the explanatory statement attached to the Notice of the AGM.

None of the Directors of the Company are disqualified / debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have furnished a declaration to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) and 25 of the Listing Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

Further, the declaration of independence as required under the Listing Regulations were also given by the Directors.

INTER-SE RELATIONSHIP BETWEEN DIRECTORS:

None of the Directors of the Company are in any way related to each other.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

As per the provisions of Section 173 of the Companies Act, 2013 read with the Rules made thereunder, and in pursuant to the provisions of the Secretarial Standards-1 as prescribed by the Institute of Company Secretaries of India, and the SEBI Listing Regulations, the Board of Directors of the Company met 08 (Eight) times during the year under review. The details of the Meetings of the Board of Directors of the Company held are:

Details of the Board Meeting along with the Attendance of the Directors:

Attendance of the Board Meeting held on	Mr. Vinod Juthalal Visaria	Mr. Jay Manilal Chheda	Mr. Jitesh Khushalchand Mamaniya	Mr. Sandeep Chand Mal Tak	Mr. Pulkit Dagra	Ms. Monika Kushwaha
19 th June, 2024	Yes	Yes	Yes	Yes	Yes	Yes
10 th July, 2024	Yes	Yes	Yes	Yes	Yes	Yes
29 th August, 2024	Yes	Yes	Yes	Yes	Yes	Yes
04 th November, 2024	Yes	Yes	Yes	Yes	Yes	Yes
09 th November, 2024	Yes	Yes	Yes	Yes	Yes	Yes
27 th November, 2024	Yes	Yes	Yes	Yes	Yes	Yes
25 th February, 2025	Yes	Yes	Yes	Yes	Yes	Yes
31 st March, 2025	Yes	Yes	Yes	Yes	Yes	Yes

The maximum interval between Two consecutive Meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations.

COMPOSITION OF BOARD COMMITTEES:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following are the Statutory Committees under the Act and SEBI Listing Regulations constituted by the board which functions according to their respective roles and defined scope:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholders Relationship Committee;

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 18 and Part C of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee shall act in accordance with the terms of reference specified in writing by the Board and in accordance with sub-section (4) of Section 177 of the Companies Act, 2013 which shall, inter alia , include:

the recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

review and monitor the Auditors independence and performance, and

effectiveness of audit process;

examination of the financial statement and the Auditors Report thereon;

approval or any subsequent modification of transactions of the Company with related parties;

scrutiny of inter-corporate loans and investments;

valuation of undertakings or assets of the Company, wherever it is necessary;

evaluation of internal financial controls and risk management systems;

monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall also act in accordance with the provisions of Regulation 18 and Schedule II - Part C of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, which shall, inter alia , include:

The role of the Audit Committee shall include the following:

oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

reviewing, with the Management, the annual financial statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

changes, if any, in accounting policies and practices and reasons for the same;

major accounting entries involving estimates based on the exercise of judgment by management;

significant adjustments made in the financial statements arising out of audit findings;

compliance with listing and other legal requirements relating to financial statements;

disclosure of any related party transactions;

modified opinion(s) in the draft audit report;

reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;

reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the board to take up steps in this matter;

reviewing and monitoring the Auditors independence and performance,

and effectiveness of Audit process;

approval or any subsequent modification of transactions of the Company with related parties;

scrutiny of inter-corporate loans and investments;

valuation of undertakings or assets of the Company, wherever it is necessary;

evaluation of internal financial controls and risk management systems;

reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

discussion with Internal Auditors of any significant findings and follow up there on;

reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

to review the functioning of the whistle blower mechanism;

approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

reviewing the utilization of loans and / or advances from / investment by the holding Company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, which ever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

The Audit Committee shall mandatorily review the following information:

management discussion and analysis of financial condition and results of operations;

management letters / letters of internal control weaknesses issued by the statutory auditors;

internal audit reports relating to internal control weaknesses; and

the appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

statement of deviations:

quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7).

During the Financial year 2024-25, the Company held Four (04) Meetings of the Audit Committee, details of which are summarized below:

Sr. No.	Date of the Meeting	Committee Strength	No. of the Directors Present
1.	10 th July, 2024	03	03
2.	04 th November, 2024	03	03
3.	25 th February, 2025	03	03
4.	31 st March, 2025	03	03

The Composition of the Audit Committee and the details of Meetings attended by the Members during the year are given below:

Name	DIN	Designation in Committee	No. of Audit Committee Meetings held & entitled to attend	No. of Audit Committee Meetings Attended
Mr. Sandeep Chand Mal Tak \u2013 Independent Director	06644850	Chairman	04	04
Mr. Pulkit Dagra \u2013 Independent Director	10261920	Member	04	04
Mr. Jay Manilal Chheda \u2013 Director and Chief Financial Officer	10200825	Member	04	04

NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY:

The Company has constituted Nomination and Remuneration Committee in compliance of the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 19 and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee shall act in accordance with the terms of reference specified in writing by the Board and in accordance with sub- section (2) and (3) of Section 178 of the Companies Act, 2013 which shall, inter alia , include:

The Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall, while formulating the policy under ensure that-

the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay

reflecting short and long-term performance objectives appropriate to the working of the Company and its goals:

The Nomination and Remuneration Committee shall act in accordance with the provisions of Regulation 19 and Schedule II - Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, which shall, inter alia , include:

Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

For every appointment of an Independent Director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

use the services of an external agencies, if required;

consider candidates from a wide range of backgrounds, having due regard to diversity; and

consider the time commitments of the candidates.

formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

devising a policy on diversity of Board of Directors;

identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

recommend to the Board, all remuneration, in whatever form, payable to senior management.

During the Financial year 2024-25, the Company held Two (02) Meetings of the Nomination and Remuneration Committee, details of which are summarized below:

Sr. No.	Date of the Meeting	Committee Strength	No. of Directors Present
1.	10 th July, 2024	03	03
2.	31 st March, 2025	03	03

The Composition of Nomination and Remuneration Committee and the details of Meetings attended by the Members during the year are given below:

Name	DIN	Designation in Committee	No. of Nomination and Remuneration Committee Meetings held & entitled to attend	No. of Nomination and Remuneration Committee Meetings Attended
Mr. Sandeep Chand Mal Tak \u2013 Independent Director	06644850	Chairman	02	02
Mr. Pulkit Dagra \u2013 Independent Director	10261920	Member	02	02
Mr. Vinod Juthalal Visaria \u2013 Chairman and Managing Director	07603546	Member	02	02

STAKEHOLDERS RELATIONSHIP COMMITTEE OF THE COMPANY:

The Company has constituted Stakeholders Relationship Committee in compliance of the provisions of Section 178(5) of the Companies Act, 2013 read with Rules made thereunder and Regulation 20 and Part D of Schedule II of Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

the Stakeholders Relationship Committee shall be entrusted with the role / responsibilities enumerated in sub-section (6) of Section 178 read with Regulation

20 and Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 i.e. inter alia including the following:

Resolving the grievances of the security holders of the Company including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new / duplicate certificates, General Meetings etc.

Review of measures taken for effective exercise of voting rights by shareholders.

Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants /annual reports / statutory notices by the shareholders of the Company.

to look into various aspects of interest of shareholders and other security holders.

During the Financial year 2024-25, the Company held One (01) Meeting of the Stakeholders Relationship Committee, details of which are summarized below:

Sr. No.	Date of Meeting	Committee Strength	No. of Directors Present
1.	25 th February, 2025	03	03

The Composition of Stakeholders Relationship Committee and the details of Meetings attended by the Members during the year are given below:

Name	DIN	Designation in Committee	No. of Stakeholders Relationship Committee Meetings held & entitled to attend	No. of Stakeholders Relationship Committee Meetings Attended
Mr. Sandeep Chand Mal Tak \u2013 Independent Director	06644850	Chairman	01	01
Mr. Vinod Juthalal Visaria \u2013 Chairman and Managing Director	07603546	Member	01	01
Mr. Jay Manilal Chheda \u2013 Director and Chief Financial Officer	10200825	Member	01	01

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE OF THE COMPANY:

In accordance with the provisions of Section 135(9) of the Act, where the CSR obligation of a Company does not exceed Rs. 50.00 Lakhs, the requirement to constitute a Corporate Social Responsibility Committee is not applicable and the functions of such Committee are to be discharged by the Board itself. Further, for the financial year 2024?€“ 25, the Company is required to spend Rs. 20.78 Lakhs towards CSR activities. Accordingly, since the CSR obligation does not exceed the prescribed threshold, the Company has not constituted a CSR Committee and the Board will discharge all functions relating to CSR.

STATUTORY AUDITOR:

The Statutory Auditors of the Company M/s. Kumbhat & Co. LLP, the Chartered Accountants (Firm Registration No.: 001609S / S000162), were resigned with effect from 30 th September, 2025 and based on the recommendation of the Audit Committee, the Board of Directors, subject to approval of the Members, appointed M/s. S M N K & Co., the Chartered Accountants (Firm Registration No.: 134153W and Peer Review Certificate No.: 020528 which is valid till 30 th April 2028), as the Statutory Auditor of the Company to fill the casual vacancy caused due to resignation of the existing

Statutory Auditor. They will hold the office of the Statutory Auditors upto the conclusion of the Second (02nd) Annual General Meeting.

Further, based on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on 07 th December, 2025, recommended the appointment of M/s. R G G R & Associates LLP, (Firm Registration No.: W100854 and Peer Review Certificate No.: 019643 which is valid till 31 st January, 2028), the Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, subject to the approval by the Members, to hold office for a first term of the Five Years, from the conclusion of the Second (02nd) Annual General Meeting, till the conclusion of the Seventh (07th) Annual General Meeting of the Members of the Company to be held in the year 2030, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

The Company has received consent letter and eligibility Certificate from M/s. R G G R & Associates LLP, (Firm Registration No.: W100854 and Peer Review Certificate No.: 019643 which is valid till 31 st January, 2028), the Chartered Accountants, Mumbai, to act as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

They have also confirmed that they are eligible and not disqualified to be appointed as the Statutory Auditors of the Company under the provisions of Section 139(1), Section 141(2), and Section 141(3) of the Companies Act, 2013, including clause (g) of sub- section (3), and the applicable provisions of the Companies (Audit and Auditors) Rules, 2014.

Explanation or Comments to Auditors Remarks:

The Notes on financial statement referred to in the Auditors Report are self- explanatory and do not call for any further comments.

The Statutory Auditors Report for the financial year 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimer.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rule 13(1)(2) of Companies (Accounts) Rules, 2014, the Company is required to undertake the

Internal Audit for the financial year 2024-25. The Company has appointed M/s. R G G R & Associates LLP, the Chartered Accountants having Firm Registration No.: W100854, as Internal Auditor at the Board meeting held on 31 st March, 2025 for the financial year 2024-25.

The Internal Audit Report issued by M/s. R G G R & Associates LLP, the Chartered Accountants having Firm Registration No.: W100854, for the financial year 2024- 25 does not contains qualifications or adverse remarks.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company M/s. R G G R & Associates LLP, the Chartered Accountants having Firm Registration No.: W100854, checks and verifies the internal control and monitors them in accordance with Policy adopted by the company from time to time. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said Policy at the time of joining the Company.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company is required to undertake the Secretarial Audit for the financial year 2024-25.

The Company has appointed CS Parbat Chaudhari, the Practicing Company Secretary, as Secretarial Auditor of the Company at the Board Meeting held on 31 st March, 2025 for the financial year 2024-25. However, in July, 2025 their Firms name changed has been changed from M/s CS Parbat Chaudhari to M/s P V Chaudhari & Associates.

The Secretarial Audit Report issued by M/s. P V Chaudhari & Associates, the Practicing Company Secretaries for the financial year 2024-25 does not contains any qualifications or adverse remarks. The Secretarial Auditor has not reported any incident of fraud during the financial year under review. The Secretarial Audit Report is annexed to the Boards Report in Form No.: MR-3 as "Annexure ?€“ A".

REPORTING OF FRAUD

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Annual Report.

DISCLOSURE REGARDING MAINTENANCE OF THE COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013:

During the financial year, the requirement for maintaining Cost Records under Section 148 of the Companies Act, 2013, does not apply to the Company. This exemption is due to the Company not meeting the criteria specified in Table A and B of Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 IN THE PRESCRIBED FORM:

During the financial year, the Company has not entered into any contracts or arrangements with the Related Parties covered under sub-section (1) of Section 188 of the Companies Act, 2013.

During the financial year, the Company had not entered into any contract / arrangement

/ transaction with the related parties which could be considered material in accordance with the provisions of the Companies Act, 2013 ("the Act") and Rules made thereunder or which is required to be reported in Form No.: AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

During the financial year, the Company has not given any Loans, Guarantees or not made any Investments under Section 186 of the Companies Act, 2013.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Conservation of energy -

the steps taken or impact on conservation of energy ?€“

The Company continues to implement measures to reduce energy consumption at its Factory and Offices by improving energy-intensive processes.

the steps taken by the Company for utilising alternate sources of energy ?€“

The Company intends to install the solar power resources for reduce the energy consumption at the Office Premises and Factory.

the capital investment on energy conservation equipments ?€“ NIL.

Technology absorption-

the efforts made towards technology absorption ?€“

The Company has made efforts towards Technology Absorption through Research on the new designs of the Decorative Laminates and other allied products.

the benefits derived like product improvement, cost reduction, product development or import substitution ?€“

In view of the measures taken by the Company, its revenue has increased significantly.

in case of imported technology (imported during the last Three Years reckoned from the beginning of the financial year) - Not Applicable

the details of technology imported;

the year of import;

whether the technology been fully absorbed;

if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

the expenditure incurred on Research and Development - Not Applicable

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows ?€“ There are no transactions related to foreign exchange earnings and outgo.

DEPOSITS:

The Company, during the year, has not invited / accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the Rules framed there under, as amended from time to time. Hence, there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

During the year under review, the Company has accepted unsecured loans from its Directors. The said loans have been received in compliance with the Companies (Acceptance of Deposits) Rules, 2014. The Directors have furnished the requisite declarations confirming that the funds provided to the Company were out of their own funds and not out of borrowed funds.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year ended 31 st March, 2025, the Company was required to spend Rs. 20.78 Lakhs towards CSR activities. Against this requirement, the Company incurred CSR expenditure of Rs. 16 Lakhs. The CSR initiatives undertaken by the Company during the year were primarily in the areas of Promotion of Health Care and Promotion of Education.

The unspent amount of Rs. 4.78 Lakhs could not be transferred to the prescribed CSR Unspent Account / Prescribed Fund within the stipulated timeline due to an inadvertent oversight. The Company acknowledges this lapse and is taking corrective steps to ensure compliance with the requirements of Section 135 of the Companies Act, 2013 and the CSR Rules.

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is provided in "Annexure-B", outlining the key CSR initiatives undertaken during the year. The

Company has also obtained the requisite Certificate from the Chief Financial Officer as

required under Section 135 of the Companies Act, 2013."

CSR Policy of the Company is available on the website of the Company at

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management.

This Policy is uploaded on the Companys website

PERFORMANCE EVALUATION AND ITS CRITERIA

The Board of Directors have carried out an evaluation of its own performance and that of its Committees and of the individual Directors for the year pursuant to the provisions of the Act and Corporate Governance requirements as prescribed by the Listing Regulations.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from the Board / Committee Members based on criteria such as composition of the Board / Committees and structure, effectiveness of the Board / Committee processes, providing of information and functioning etc. The Board and the Nomination and Remuneration Committee has reviewed the performance of individual Directors based on criteria such as attendance in Board / Committee meetings, contribution in the meetings like preparedness on issues to be discussed etc.

The Independent Directors at its separate Meeting, reviewed the performance of Non- Independent Directors and performance of the Board as a whole, performance of the Chairman of the Company taking into account the views of Executive and Non-executive Directors and assessed the quality, quantity and timeliness of flow of information to the Board to perform their duties effectively and reasonably.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has in place a Familiarization Program for its Independent Directors. The objective of the program is to familiarize Independent Directors on the Board with the

business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which largely revolves around interaction with subject matter experts within the Company and Meetings with our business leads and functional heads on a regular basis.

CREDIT RATING:

During the financial year under review the Company has not obtained any Credit Rating.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

During the financial year, no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy for Prevention of Sexual Harassment at workplace is available on the website of the Company at

Internal Complaints Committee ("ICC") has been set up to redress complaints received regarding sexual harassment. All Employees (permanent, contractual, temporary and trainees) are covered under this Policy. They are also provided training about the Act.

The details of complaints under the said Act during the financial year are as follows:

Number of complaints of sexual harassment received during the year: Nil

Number of complaints disposed of during the year: Nil

Number of cases pending for more than ninety days: Nil

During the year under review, the Committee has received no complaints.

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

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

GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of Diversity, Equity and Inclusion (DEI), the Company discloses below the gender composition of its workforce as on 31 st March, 2025:

Male Employees	08
Female Employees	01
Transgender Employees	00

This disclosure reinforces the Companys efforts to promote an inclusive workplace

culture and equal opportunity for all individuals, regardless of gender.

RISK MANAGEMENT POLICY:

The Company has structured Risk Management Policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code.

This Code of Conduct also includes Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Policy and Procedure for Inquiry in case of Leak or Suspected Leak of Unpublished Price Sensitive Information which has been made available at the Companys website at

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted all the applicable Policies. The Policies are available on the website of the Company at

All the Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required in terms of the Listing Regulations is attached as a separate document along with the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the financial year ended 31 st March, 2025, is not applicable to our Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year, the Company did not undergo any change in the nature or type of business it conducts.

MATERIAL CHANGES DURING THE YEAR:

Apart from the Listing of the Companys Shares on the NSE Emerge Platform during the financial year, as disclosed above, there have been no material changes that could significantly affect the Companys performance.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

In terms of provisions of Section 134(3) of the Companies Act, 2013, no material

changes and commitments which could affect the Companys financial position have

occurred between the end of the financial year of the Company and date of this Boards

Report.

However, the Directorate General of Goods and Services Tax Intelligence ("DGGI"), Pune Zonal Unit, has conducted Search and Seizure on 09 th and 10 th April, 2025 under the applicable provisions of the Central Goods and Service Tax Act, 2017 ("the CGST Act") at the Companys Registered Office situated at Pune and Corporate Office situated at Mumbai. The Search and Seizure process did not have any impact on the normal operations, including production and dispatches, at the said Offices of the Company. Further, the Directors of the Company have received Summons under Section 70 of the CGST Act to appear before the DGGI Pune Zonal Unit.

The Company is extending cooperation to the Authorities as per prescribed Rules and Regulations, and the matter is currently under examination. No order or adjudication has been passed by the Authorities as on the date of this Report.

REMUNERATION TO THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given in "Annexure-C" .

PARTICULARS OF EMPLOYEES

The statement containing particulars of Employees as required under Section 197 of the Act read with the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be provided upon request to the Company. None of the Employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and Rules.

INCENTIVE / COMMISSION TO DIRECTORS

No commission was paid to the Non-Executive Directors for the financial year 2024- 25.

EMPLOYEES STOCK OPTION PLAN:

The Company has not provided Stock Options to any Employee.

CEO / CFO CERTIFICATE:

The Certifications required as stipulated under Regulation 17(8) and in terms of Part B, Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, from Mr. Vinod Juthalal Visaria (DIN: 07603546), Managing Director and Mr. Jitesh Khushalchand Mamaniya (DIN: 10200824), the Executive Director and Chief Financial Officer of the Company for the financial year 2024-25 is annexed as " Annexure-D".

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There is no application made or pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no instance of one-time settlement with any Bank or Financial Institution during the financial year.

ACKNOWLEDGEMENT:

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Place: Mumbai

Date: 07 th December, 2025

For and on behalf of the Board Lamosaic India Limited

Vinod Juthalal Visaria

Chairman DIN: 07603546