Lancor Holdings Ltd Directors Report

TO THE MEMBERS

Dear Member(s), Your Directors have great pleasure in presenting the Thirty Ninth (39th) Annual Report on the business and operations of your company together with Audited Financial Statement including Consolidated Financial Statement for the financial year ended 31^st March 2024 and the Auditors report thereon.

FINANCIAL SUMMARY AND HIGHLIGHTS (Amount in lakhs)

Particulars	Standalone		Consolidated
	FY 2023–24	FY 2022–23	FY 2023–24	FY 2022–23
Total Revenue	13,836.84	11,537.81	13,886.05	11,586.83
Expenditure	12,804.97	11,447.26	12,848.42	11,492.54
EBITDA	2,492.88	2,281.07	2,523.04	2,313.99
Interest	1,309.59	2,008.61	1,309.59	2,008.61
Depreciation	151.42	181.91	175.82	211.08
EBT or Profit / (Loss) before Tax	1,031.86	90.55	1,037.63	94.29
Current tax (Earlier Years)	180.26	-	181.59	(0.97)
Deferred tax	175.38	123.19	181.38	129.19
EAT or Profit /(Loss) after tax	676.22	(32.64)	674.65	(33.92)
ADD: Other Comprehensive Income	(19.28)	5.46	(19.28)	5.46
LESS: Non - Controlling Interest	-	-	-	-
Total Comprehensive Income	656.94	(27.18)	655.37	(28.46)
ADD: Balance Brought from PY	9,319.57	9,346.75	9,247.08	9,275.54
Available for appropriation	9,976.51	9,319.57	9,902.45	9,247.08
LESS: Dividend	-	-	-	-
LESS: Tax on Dividend	-	-	-	-
Balance Carried to Balance Sheet	9,976.51	9,319.57	9,902.45	9,247.08

FINANCIAL OVERVIEW STANDALONE & CONSOLIDATED

During the financial year 2023–24, the company on a standalone basis, registered a total revenue of Rs. 13,837 lakhs as compared to Rs. 11,538 lakhs in the previous year resulting in an increase of 19.92%. On the consolidated level in the current financial year the company made revenue of Rs. 13,886 lakhs as against Rs. 11,587 lakhs in FY 2022–23, resulting in a rise of 19.84%.

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARY AND ASSOCIATE BUSINESS OVERVIEW

There was no change in the nature of the business of the company since the last AGM. The Company continues to be engaged in the development of residential and commercial properties. The Companys search for new projects in the city areas have now yielded dividends. In furtherance of such objectives the company has started to advertise for Joint development opportunities to all willing land owners.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

1. LANCOR"INFINYS"In reference to the last annual report the company has received all approvals and permissions in respect of its project Lancor "Infinys" and the work is now in full swing as on date of writing this report to complete the entire project and hand over the apartments to thecustomers, in the near future.

2. Town & Country, Sriperumbudur In respect of the companys project at Sriperumbudur it is reported that the dispute with the landowners have been fully settled and the companyis now on the way to launching residential villas and apartments in this project.

3. Menon Eternity In the case of companys property named "Menon Eternity", the matter is pending before the Honourable Supreme Court of India, hopefully, fora final disposal.

SHARE CAPITAL

As on 31^st March, 2024, the authorized share capital of the company was Rs. 18,06,00,000/- (Rupees Eighteen Crores and Six Lakhs only).

During the year the company has issued and allotted 2,02,50,000 bonus shares in proportion of 1:2 i.e. one equity shares of Rs. 2/- each for every two existing equity share of Rs. 2/- each held by the shareholders of the company as on record date and consequent to the above the issued and paid-up equity share capital of your Company increased to Rs. 12,15,00,000/- (comprising of 6,07,50,000 Equity Shares of Rs.2/- each) as on 31^st March, 2024 as compared to Rs.8,10,00,000/-, as on 31 March, 2023.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend a Final dividend of Rs. 0.20/- per equity shares of the face value of Rs. 2/- each (@10%) out of the profits of financial year ended 31st March, 2024 subject to the approval of the members at the ensuing Annual General Meeting.

The equity dividend outgo for F.Y. 2023–24 would absorb a sum of Rs. 1.46 crores in resulting a payout of 21.59% of the standalone net profit of the company for the financial year 2023–24. Dividend will be payable subject to the approval of the members at the ensuing Annual General Meeting and deduction of tax at source to those shareholders whose names appear in the registers of members as on the record date.

CAPITAL AND DEBT STRUCTURE

During the year, your company has issued equity shares by way of bonus issue, preferential issue and secured debentures through private placement basis which are provided in detail as below:

BONUS ISSUE

During the year under review, your company has issued and allotted on 21st August, 2023 bonus shares in proportion of 1:2 i.e. one equity shares of Rs. 2/- each for every two existing equity share of Rs. 2/- each held by the shareholders of the company as on record date i.e. 18^th August, 2023.The said issue of bonus shares was undertaken by capitalization a portion of the general reserve or securities premium or any other permitted reserve/surplus being eligible for distribution among the holders of fully paid equity shares of the Company.

DEBENTURES

Your company has issued and offered of Non-Convertible Debentures by way of private placement & allotted 2000 (Two Thousand) & 1500(One Thousand Five Hundred) senior, secured, unlisted redeemable, non-convertible debentures of the face value of INR. 100,000/- (Indian Rupees One Lakh Only), for an aggregate nominal amount of up to Rs.20,00,00,000/- (Rupees Twenty Crores Only) & Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) in tranches to M/s. Sundaram Alternates (through its AIF Category II fund vehicle).

PREFERENTIAL ISSUE:

During the year under review, the members of the Company vide EGM on 27^th March,2024 has approved Preferential issue of upto 1,44,00,000(One crore Forty Four Lacs) equity shares of face value Rs. 2/- at a price of Rs. 45.30(Rupees Forty Five& Thirty paise) per equity share (including premium of Rs. 43.30 per Equity share).The Company has made preferential allotment of 1,22,45,560 (One crore Twenty Two Lacs Forty Five thousand Five Hundred and Sixty) Equity Shares on 18^th April, 2024.

EMPLOYEES STOCK OPTIONS:

Your Company has formulated and adopted "Lancor Holdings Limited Employees Stock option scheme 2024" for the eligible employees of the company and that of its subsidiary companies / associate companies in terms of regulations/ Guideline issued by Securities and exchange Board of India (SEBI).

The members of the Company vide EGM on 27^th March,2024 has approved the said ESOP scheme 2024 to extend the benefits of ESOP to all eligible employees of present/ future employees of company/ subsidiary companies/ associate companies.

The maximum number of shares Covering the Scheme not exceeding 01 (one) million shares to implement the ESOP Scheme 2024 and shall vest based on the achievement of defined annual performance as determined by the administrator (NRC committee).

Your Company has obtained a Certificate from Mr. Mohan Kumar, Company Secretary in whole-time practice, having ICSI Membership No. FCS-4347 and COP No. 19145, the Secretarial Auditor of the Company, that the LANCOR ESOP SCHEME, 2024, for grant of stock options has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations") and the resolution passed by the members in their Extraordinary General Meeting held on March 27, 2024. The said Certificate is made available in the companys website.

CORPORATE SOCIAL RESPONSIBILITY _CSR_

Pursuant to Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year, the provision of CSR shall be applicable to the company. The provisions for corporate social responsibility ("CSR") under Section 135(1) of the Companies Act, 2013, are not applicable to the Company for the current financial year and not liable to spend any amount towards CSR for F.Y. 2023–24.

Your Company has made voluntary contribution towards CSR activities through Lancor Foundation for financial year 2023–24 to "Amar Seva Sangam"- an organization for empowering the Person with Disabilities by enabling them through rehabilitation services, promoting their rights and by advocating for policies for an inclusive eco system.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

The company has won the case in DRT to obtain ownership and possession of 5162 sq.ft of built-up property in the first floor of Arihant VTN Square which is one floor below the registered office of the company. This will augment seating space for the companys staff and management. The said property purchase is at very competitive terms although delayed in obtaining possession and ownership for over 4 years due to litigation.

The Honourable Supreme Court of India was pleased to hear the companys petition in the case of its commercial property known as "Menon Eternity" and fixed 27^th August, 2024 as the date for final hearing. The Company is fully prepared in all respects to present its case before the Honourable Supreme Court to obtain a faviourable verdict resulting in restoring the title of the company. There have been orders by Sales and Service Tax Tribunal, which do not have material impact of the financial position of the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of Executive Chairman who is a promoter of the Company along with Five other Non-Executive Directors which includes four Independent Directors. The Company has two Women Directors who are also Non Executive and Independent.

The composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act, 2013.

B. Meetings

The Board of Directors duly met Seven (07) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. In respect of all such meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 19^th December, 2023.

C. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. S. Sridharan (DIN: 01773791) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Mr. S. Sridharan (DIN:01773791) retiring by rotation.

Brief resume of the Director proposed to be re-appointed has been provided in the Notice convening the Annual General Meeting. Specific information about the nature of his expertise in specific functional areas and the names of the companies in which he holds Directorship and membership / chairmanship of the Board Committees as per regulation 26 (4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 have also been included.

D. Committees of the Board

Your company has duly constituted the committees as required under the Companies Act, 2013 read with applicable Rules made there under and the SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015; At present, following are the committees of the Board;

_ Audit Committee(AC)

_ Nomination and Remuneration Committee (NRC)

_ Stakeholders Relationship Committee (SRC)

_ Corporate Social Responsibility Committee (CSR)

_ Banking, Finance & Operations Committee

The details of composition of each committee, terms of the reference and number of meetings held during the year under review are given in the Corporate Governance Report annexed to this report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report annexed to this report.

F. Directors Responsibility Statement

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. at 31^st March, 2024 and of the loss of the Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; and e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

G. Changes in Directors and Key Managerial Personnel

During the year under review, there were following changes in the Board composition.

_ Appointment of Mrs. Vinodhini Sendhil Manian (DIN:08719578) was appointed as an Additional Director by the Board of Directors, with effect from 28^th June, 2023 and subsequently appointed as a Director by the_Shareholders of the Company, with effect from 28^th June, 2023 at 38^th Annual General Meeting dated 09^th August 2023.

_ Re-appointment of Mr. R V Shekar (DIN: 00259129) as Managing Director for second term with the approval of shareholders at Extraordinary General Meeting dated 27^th March, 2024 with effect from 31^st March 2024 for a period of three consecutive years from till 31^st March 2024 to 30^th March 2027.

_ Re-appointment of Dr. Gowri Ramachandran (DIN:08217157), Independent Director for second term with_the approval of shareholders at Extraordinary General Meeting dated 27^th March, 2024 with effect from 5^th June 2024 for a period of Five consecutive years.

_ Re-appointment of Mr. K. Harishankar (DIN:08453883), Independent Director for second term with the_approval of shareholders at Extraordinary General Meeting dated 27^th March, 2024 with effect from 05^th June 2024 for a period of Five consecutive years.

_ As per Reg17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a listed entity should not continue the directorship of any Non-executive director attending the age of 75 years. Mr. N Vasudevan (DIN 02025846), Non-executive- Non Independent Director of the Company was ceased to be a director w.e.f. 05^th June, 2023 due to completing the age of 75 years.

_ Appointment of Mr. J. M. Chandrashekar as Chief Executive Officer with effect from 07^th February, 2024.

H. Declaration by Independent Directors

The Company had received necessary declaration from each independent director under Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) & Schedule IV of the Companies Act 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

I. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the pro_ciency) of the Independent Directors appointed during the year

The Board of Directors have evaluated the Independent Directors during the year 2023–24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

J. Details in respect of Frauds

The Auditor Report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(3)(ca) of the Companies Act 2013.

AUDIT RELATED MATTERS A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the companies (Meeting of Board and its Powers) Rules, 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee consists of three "Non-Executive - Independent Directors" as members having adequate financial and accounting knowledge. The composition, procedures, powers and role/ functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

B. Statutory Auditors and Statutory Audit Report

In line with the requirements of Section 139(2) the Companies Act, 2013, M/s. G M Kapadia & Co., Chartered Accountants (Firms Registration No. 104767W) was appointed as Statutory Auditor of the Company at the 38^th AGM held on August 9, 2023 to hold office from the conclusion of the said meeting till the conclusion of the 43rd AGM to be held for F.Y. 2027-28.

The statutory Auditors Report forms part of the Annual Report. The Auditors Report issued by the Statutory Auditors, M/s. G M Kapadia & Co., on the Standalone and Consolidated Financial Statement for the financial year ended 31^st March, 2024 are with unmodified opinion, self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

C. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Mohan Kumar & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report in Form No. MR.3, does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments of the Board. The Secretarial Audit Report is annexed as ANNEXURE - 1 forming part of this Annual Report.

D. Cost Auditor & Cost Records

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment of M/s. B Y & Associates, Cost Accountants (Firm Registration No. 003498) as the Cost Auditor of the Company to conduct audit of cost records of the Company for relevant products as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the Financial Year 2023–24. In terms of the Companies Act and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members was set out in the Notice of the 38^th AGM of your Company and was approved.

E. Internal Financial Controls

There were adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

F. Internal Audit

Pursuant to provisions of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors have appointed M/s. VGJ & CO, Chartered Accountants, Chennai as the Internal Auditors of the Company for the financial year 2024–25.

POLICY MATTERS

A. Nomination and Remuneration Policy

The Company recognizes and embraces the benefits of having a diverse Board of Directors and sees increasing diversity at the Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. It is recognized that a Board comprised of appropriately qualified people with a wide range of experience relevant to the business of the Company is important to achieve effective corporate governance and sustained commercial success of the Company. At a minimum, the Board shall consist of at least one woman Director. All Board appointments are made on merit, in the context of the skills, experience, independence, knowledge and integrity which the Board as a whole requires to be effective.

The Nomination, Remuneration and Governance Committee of the Board of Directors has formulated a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Policy is available on the website of the Company at https://lancor.in/investors/#corporateCodes-and-Policies.

B. Risk Management Framework

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company is entrusted with the task of monitoring and reviewing the risk management plan and procedures from time to time. The Company has developed and implemented risk management framework detailing the various risks faced by the Company and methods and procedures for identification, monitoring and mitigation of such risks. At present the Company has not identified any element of risk which may threaten the existence of the Company.

C. Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the website of the Company at https://lancor.in/ investors/#corporateCodes-and-Policies.

As reported earlier, the CSR obligation is not applicable to the company for the financial year 2023–24, hence the Reporting on Corporate Social Responsibility activities in Annual Report in terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 8, 9 & 10 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, shall not be applicable.

D. Vigil Mechanism

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177(9) read with Rule 7 of the companies (Meeting of Board and its Powers) Rules 2014 the Company had duly established a vigil mechanism for stakeholders, Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Audit Committee of the Company oversees the vigil mechanism. The Company affirms that no personnel have been denied direct access to the Chairperson of the Audit Committee.

The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. The Policy is available on the website of the Company https://lancor.in/investors/#corporateCodes-and-Policies.

E. Disclosure under the Sexual Harassment of Women at Work Place (Prevention Prohibition and redressal) Act, 2013

Your Company is an equal employment opportunity company and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company, have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is therefore punishable.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

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

The Policy is available on the website of the Company at https://lancor.in/investors/#corporateCodes-and-Policies.

OTHER MATTERS

A. Borrowings

The Company has outstanding borrowings of Rs. 9502.34 Lakhs during the Financial Year ended 31^st March, 2024.

B. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

C. Transfer to Investor Education and Protection Fund (IEPF):

As required under the provisions of Sections 124(5) and 125(2)(c) of the Companies Act, 2013, dividends pertaining to the Financial Year 2015-16 which were lying unclaimed with the Company for the past seven years was transferred to the Investor Education and Protection Fund.

The details of unclaimed dividend transferred to the Investor Education and Protection Fund has been detailed in the Corporate Governance Report forming part of the Annual Report.

D. Human Resources

Employee relation continues to be cordial and harmonious at all levels and in all departments of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

Number of employees as on 31^st March, 2024 was 105, which include 14 women employees.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 2 to the Boards Report.

E. Credit Rating:

The company has obtained credit rating as ‘CARE B+ Stable, for long term Bank facility from Care and short term credit facility was rated as ‘CARE A4 during the Financial year.

F. LISTING IN NATION STOCK EXCHANGE INDIA LIMITED (NSE)

As the members are aware the listing of shares on National Stock Exchange India Limited (NSE) brings exposure and enhance liquidity with more volume of trading. During the year, the company has obtained necessary approval for listing the equity shares in NSE and the equity shares are being traded on main board of NSE with effect from 12^th March, 2024.

G. Code of Corporate Governance

IncompliancewiththerequirementofRegulations24to27ofSEBI(ListingObligationsandDisclosuresRequirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure – 3 together a Certificate from M/s. Mohan Kumar & Associates, Practicing Company Secretaries, affirming compliance with the said Code is annexed to this report as Annexure – 4.

Further a certificate as required under (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) from M/s. Mohan Kumar & Associates, Practicing Company Secretaries stating that none of the Directors are disqualified under Section 164 of the Companies Act, 2013 or any other provisions are attached as part of the Annual Report.

H. Code of Conduct

In compliance with requirement of regulations 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Companies Act, 2013 the Company has laid down a Code of Conduct (Code) for all the Board Members and Senior Management Personnel of the Company. The Code is also posted on the Website of the Company https://properties.lancor.in/wp-content/uploads/2022/11/code-of-conduct.pdf. All the Board Members and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended 31^st March, 2024. A declaration to this effect signed by Mr. R.V. Shekar, Chairman & Managing Director of the Company forms part of this report.

I. Management Discussion and Analysis Report

In accordance with the requirement of the Listing regulations, the Management Discussion and Analysis Report is presented in a separate section of this Annual Report as Annexure 5.

J. The Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the website of the Company at https://lancor.in/investors/#fiAnnual-Return.

K. Particulars of Loans, Guarantees and Investments

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments given by the Company under Section 186 of the Companies Act, 2013 is detailed in (Note No. 2.06 and 2.07) Notes to Standalone Financial Statements

L. Subsidiaries, Joint Ventures And Associates

Your Company have two wholly owned subsidiaries viz. Lancor Maintenance & Services Limited and Lancor City Developer Limited (name Changed w.e.f. 21.06.2024 formerly known as Lancor Infinys Limited) and a Joint Venture viz. Central Park West Venture.

Your company has got approval of Board of Directors for the scheme of amalgamation between Lancor Maintenance

& Services Limited, a wholly owned subsidiary (transferor company) with Lancor Holdings Limited (transferee company) pursuant to provisions under Section(s) 230 to 232 of the Companies Act, 2013 read with the rules made thereunder. The Scheme is subject to the receipt of necessary approvals, permissions and sanctions of regulatory and other statutory or governmental authorities / quasi-judicial authorities, as may be necessary, as per applicable laws. A gist of financial highlights/performance of these companies is contained in Form AOC-1 and forms part of this report and annexed as Annexure 6.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiary on its website https://lancor.in/investors/#fiFinancials-of-Subsidiaries and copy of separate audited financial statements of its subsidiary will be provided to the shareholders at their request.

M. Related Party Transactions

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee for approval on quarterly basis, for the transactions which are of a foreseen and repetitive nature. The Board of Directors of the Company has, on recommendation of the Audit Committee adopted a policy to regulate the transactions between the Company and its related parties in compliance with the applicable provisions of the Companies Act, 2013 and rules made there under and the Listing Agreement.

During the year, the Company has not entered into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. These Policies have been uploaded on the website of the Company at https://lancor.in/ investors/#corporateCodes-and-Policies the related party transactions undertaken during the financial year 2023– 24 are detailed in Notes (Note No.4.14) to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in form AOC-2 is appended as Annexure 7 to the Boards Report.

N. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Your Company is having 79555 Equity Shares in Unclaimed suspense Account in lieu of Bonus shares held by Eligible Shareholders in physical form as on Record Date during the year under review.

O. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil

P. Green initiatives

Electronic copies of the Annual Report 2023–24 and Notice of the Thirty ninth Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website (https://lancor.in/investors/)

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Listing Regulations, the Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. The instructions for e-voting are provided in the notice.

Q. Details in respect of frauds reported by auditors under sub section (12) of section 143 other than those which are reportable to the Central Government

There is no such fraud required to be reported under section 143(12) of the companies Act, 2013.

R. Compliance with the provisions of 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. During the financial year under review the company was in compliance with secretarial standards i.e. SS-1 and SS-2 relating to "Meeting of Board of Directors and Committees" and "General Meetings" respectively.

S. Proceeding under Insolvency and Bankruptcy Code, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the Honble National Company Law Tribunal (NCLT) or other Courts as on 31 March, 2024

T. 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: NOT APPLICABLE

U. Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Companys website (https://lancor.in/investors/) on a regular basis.

ACKNOWLEDGEMENT

The Directors would like to place on record their sincere appreciation to the Companys valuable customers, vendors, and bankers, viz., The CSB Limited, City Union Bank Limited, LIC Housing Finance Limited, Sundaram Home Finance Ltd., HDFC Bank Ltd., IDBI Bank Limited, Axis Bank Limited and Sundaram Alternate Assets Limited for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the State Government and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, the Board would like to express its gratitude to the members for their continued trust, cooperation and support.

ANNEXURE-1

FORM NO. MR_3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members,

M/s. Lancor Holdings Limited.

I have conducted the Secretarial Audit of the Compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Lancor Holdings Limited (hereinafter called "the Company") bearing Corporate Identification Number L65921TN1985PLC049092. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of M/s. Lancor Holdings Limiteds books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (iii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iv) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI ACT):- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018- During the financial year under review the Company has issued bonus shares& equity shares on preferential basis. d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the financial year under review the company has formulated and adopted Lancor Holdings Limited Employee Stock Option Scheme 2024 with the approval of Shareholders in EGM dated 27^th March, 2024. e) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2021; f) The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021 g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client - The Company is not registered as transferor to issue and Share Transfer Agent during the financial year under review and hence not applicable; h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - Not applicable during the financial year under review as the Company has not delisted its equity shares from any stock exchange; i) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations, 2013 - Not applicable during the financial year under review as the Company has not issued any Non-Convertible and Redeemable Preference Shares from any stock exchange; j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - The Company has not bought back any of its securities during the financial year under review and hence not applicable; and k) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

(vi) The Laws as applicable specifically to the Company

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited (f.k.a. Bombay Stock Exchange Ltd) (BSE) and National Stock Exchange of India Limited (NSE).

I further report that the applicable financial laws, such as Direct and Indirect Tax Laws, have not been reviewed under my audit as the same falls under the review of statutory auditor and by other designated professionals. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned as above.

I further report that: a) The Board of Directors ("the board") of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. b) Adequate Notice is given to all Directors to Schedule the Board Meetings, agenda and detailed notes on agenda were sent generally at least seven days in advance and where notice was given at a shorter period, the same were ratified by the Independent Directors of the Company. Also, a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. c) All the decisions were carried out with requisite majority. I further report that there are adequate systems and process in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, rules, regulations and guidelines.

I further report that during the audit period, the following major transactions were identified:

1. M/s. V G J & Co. was re-appointed as Internal Auditors of the Company for the FY 2023–24.

2. Based on the recommendation of Audit Committee, Board of Directors and with the approval of shareholders 38^th AGM dated August 09, 2023, M/s. G M Kapadia & Co., Chartered Accountants, (Firm Registration No. 104767W) were appointed as the statutory auditors of the company for a term of five years as the previous auditors M/s. Nayan & Parikh & Co., Charter Accountants have completed their tenure.

3. Mr. R. V. Shekar, Chairman & Managing Director of the Company was appointed by the board in their meeting held on 29^th May 2023 as the authorised person for determining materiality of any event or information for the purpose of making disclosures to the Stock Exchange under clause 30 of the Listing Regulations.

4. Due to completion of age of 75 years, Mr. N. Vasudevan, Non-Executive Non- Independent Director (DIN: 02025846) cessated from directorship with effect from 05^th June, 2023 and subsequently Mrs. Vinodhini Sendhil Manian, Non-Executive Non- Independent Director (DIN: 08719578) was appointed to the board as Additional Director (Independent) w.e.f. 28.06.2023 and regularised as Independent Director of the company by shareholders vide Annual General Meeting held on August 09, 2023.

5. The Board in their meeting held on June 28, 2023 and December 27, 2023 had accorded their approval for issue and offer of Non-Convertible Debentures by way of private placement & allotted 2000 (Two Thousand)

& 1500(One Thousand Five Hundred)senior, secured, unlisted redeemable, non-convertible debentures of the face value of INR. 100,000/- (Indian Rupees One Lakh Only), for an aggregate nominal amount of up to Rs.20,00,00,000/- (Rupees Twenty Crores Only) & Rs. 15,00,000/-(Rupees Fifteen Crores Only) in tranches to Sundaram Alternates (through its AIF Category II fund vehicle)

6. The Board, subsequent to approval from the shareholders in the AGM dated August 09, 2023, had approved the bonus issue of 2,02,50,000 equity shares in the proportion of One (1) equity share of Rs.2 (Rupees Two) each fully paid-up for every Two (2) existing equity share of 2 (Rupees Two) each fully paid-up of the Company and approved the allotment by way of Circular resolution dated August 21, 2023.

7. Mr. S. Sridharan (DIN: 01773791), who had retired by rotation offered himself to be reappointed as Director and was appointed as Director at the Annual General Meeting held on August 09, 2023.

8. Mr. K. Harishankar (DIN 08453883) and Dr. Gowri Ramachandran (DIN: 08217157) were reappointed Independent Directors of the company for the second consecutive term of 5(five) years with effect from 5^th June, 2024 and subsequently approved by the shareholders at the EGM dated March 27, 2024.

9. During the financial year, the Company has approached National Stock Exchange of India (NSE) for listing its securities and the NSE has accorded their approval of listing and trading of securities in their stock exchange with effect from 12^th March, 2024.

10. The board in their meeting held on 01/03/2024 had accorded their approval for the issuance of equity shares on preferential basis. Later in EGM dated March 27, 2024 Shareholders had approved the preferential issue upto Rs.1.44 crores equity shares at a price of Rs.45.30/- per Equity share ("issue price"). The floor price for the issue under applicable provisions is Rs.45.26/- per Equity Share.

11. During the period under review, the Company has created and satisfied the following charges:

_ Creation of Charge (Charge ID: 100729833) with M/s. CITY UNION BANK LIMITED for Rs. 1,00,00,000 on 23/05/2023

_ Creation of Charge (Charge ID: 100767581) with M/s. IDBI TRUSTEESHIP SERVICES LIMITED for Rs. 20,00,00,000 on 30/06/2023

_ Creation of Charge (Charge ID: 100775627) with M/s. HDFC BANK LIMITED for Rs. 6,59,500 on 28/07/2023

_ Creation of Charge (Charge ID: 100810403) with M/s. HDFC BANK LIMITED for Rs. 14,00,000 on 21/10/2023

_ Creation of Charge (Charge ID: 100849971) with M/s. HDFC BANK LIMITED for Rs. 7,00,000 on 01/11/2023

_ Creation of Charge (Charge ID: 100832340) with M/s. HDFC BANK LIMITED for Rs. 13,09,834 on 17/11/2023

_ Creation of Charge (Charge ID: 100862043) with M/s. IDBI TRUSTEESHIP SERVICES LIMITED for Rs. 15,00,00,000 on 28/12/2023

_ Creation of Charge (Charge ID: 100865128) with M/s. CITY UNION BANK LIMITED for Rs. 5,00,00,000 on 19/01/2024

_ Satisfaction of Charge (Charge ID: 10588815) with M/s. CITY UNION BANK LIMITED for Rs. 13,50,00,000 on 11/10/2023

_ Satisfaction of Charge (Charge ID: 100661869) with M/s. CITY UNION BANK LIMITED for Rs. 5,00,00,000 on 08/01/2024 12. The Company has obtained a rating grade of "BB" and intimated to the Stock Exchange on 04-04-2023 and further, the Credit rating of the Company has been downgraded grade of "D" on 13-09-2023 which was duly intimated to the Stock Exchange within the stimulated period. As per the last credit rating for the financial year 2023–2024, the credit rating has been upgraded to "B+" and intimated to the Stock Exchange on 02-01-2024 within the stimulated period.

13. In the matter of the Commercial Property, "Menon Eternity" owned by the Company, the arbitrator had issued an award on March 16, 2016, invalidating the sales deeds registered in favour of the Company. The single bench of the Honble High court of Madras by its judgement delivered on December 23, 2016, set aside the Award of the Arbitrator, with regard to the invalidation of the Sale deeds and confirmed the title in favour of the Company. Subsequently, the landowners had gone on appeal before the Division Bench of the Honble High Court of Madras and the Company had filed cross objections on certain matters. The said appeal filed by the land owners has been allowed by the Honble High Court of Madras by restoring the Award of the Arbitrator. The Company has approached the Honble Supreme Court of India by filing a Special Leave Petition and the court proceedings are in progress. As on the reporting date, the matter is listed for hearing in the month of August 2024.

14. The Company has appointed Mr. J.M Chandrasekar as Chief Executive Officer with effect from 07/02/2024. 15. The Board had accorded their approval in the meeting held on 01/03/2024, the draft scheme of Amalgamation with M/s. Lancor Maintenance & Services Limited, wholly owned subsidiary company.

16. The Composition of the Board of Directors of the Company as on 31^st March 2024 is given in "Annexure B". 17. The Composition of the Committee of the Company as on 31^st March 2024 is given in "Annexure C".

ANNEXURE B

Composition of Board of Directors as on March 31, 2024

S. No. Name	Designation	Date of Appointment	Date of Appointment at Current Designation
1. Mr. Shekar Viswanath Rajamani	Managing Director, Chairperson	15/10/1994	31/03/2021
2. Mr. Seetharaman Sridharan	Non-Executive Non - Independent Director	13/11/2014	26/12/2014
3. Mr. Krishnaswami Harishankar	Non-Executive - Independent Director	05/06/2019	25/09/2019
4. Ms. Gowri Ramachandran	Non-Executive - Independent Director	05/06/2019	25/09/2019
5. Mr. Srinivasan Vasudevan	Non-Executive- Independent Director	13/11/2021	22/09/2022
6. Mrs. Vinodhini Sendhil Manian	Non-Executive -Independent Director	28/06/2023	09/08/2023

Key Managerial Personnel:

S. No. Name	Designation	Date of Appointment	Date of Cessation
1. Mr. J.M. Chandrasekar	Chief Executive Officer	07/02/2024	-
2. Mr. Kothandaraman Prakash	Chief Financial Officer	16/03/2017	-
3. Ms. Kaushani Chatterjee	Company Secretary and Compliance officer	12/02/2022	-

ANNEXURE C

COMPOSITION OF COMMITTEES OF BOARD AS ON MARCH 31, 2024: AUDIT COMMITTEE:

S. No. Name	Designation	Position held in the Committee
1. Ms. Gowri Ramachandran	Independent Non-Executive Director	Chairperson cum member
2. Mr. Krishnaswami Harishankar	Independent Non-Executive Director	Member
3. Mr. Srinivasan Vasudevan	Independent Non-Executive Director	Member

2. NOMINATION AND REMUNERATION COMMITTEE:

S. No. Name	Designation	Position held in the Committee
1. Ms. Gowri Ramachandran	Independent Non-Executive Director	Chairperson cum member
2. Mr. Krishnaswami Harishankar	Independent Non-Executive Director	Member
3. Mr. Srinivasan Vasudevan	Independent Non-Executive Director	Member
4. Mrs. Vinodhini Sendhil Manian*	Independent Non-Executive Director	Member

*Appointed as Member w.e.f 01.03.2024

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

S. No. Name	Designation	Position held in the Committee
1. Ms. Gowri Ramachandran	Independent Non-Executive Director	Chairperson cum member
2. Mr. Krishnaswami Harishankar	Independent Non-Executive Director	Member
3. Mr. Srinivasan Vasudevan	Independent Non-Executive Director	Member

4. BANKING, FINANCE & OPERATIONS COMMITTEE:

S. No. Name	Designation	Position held in the Committee
1. Mr. Shekar Viswanath Rajamani	Executive Director	Chairperson cum member
2. Mr. Seetharaman Sridharan	Non-Executive Non-Independent Director	Member
3. Dr. Gowri Ramachandran	Independent Non-Executive Director	Member

*Mr. Narasimachari Vasudevan ceased to be the Director of the Company with effect from 5^th June, 2023 and Dr. Gowri Ramachandran appointed as member w.e.f. 28.06.2023

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

S. No. Name	Designation	Position held in the Committee
1. Ms. Gowri Ramachandran	Independent Non-Executive Director	Chairperson cum member
2. Mr. Krishnaswami Harishankar	Independent Non-Executive Director	Member
3. Mr. Srinivasan Vasudevan	Independent Non-Executive Director	Member

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and_Disclosure Requirements) Regulations, 2015)

To

The Members,

M/s. Lancor Holdings Limited,

Arihant VTN Square II Floor 5 8 G. N. Chetty Road, T-Nagar, Chennai - 600017.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s. Lancor Holdings Limited bearing the Corporate Identification Number (CIN): L65921TN1985PLC049092 and having registered office at Arihant VTN Square II Floor58 G.N. Chetty Road, T-Nagar, Chennai – 600017(hereinafter referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(hereinafter referred to as ‘LODR Regulations).

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, Ihereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India ("SEBI") and Ministry of Corporate Affairs ("MCA").

Sr. No. Name of Director	DIN	Date of appointment at current designation	Original Date of appointment in Company
1. Mr. Shekar Viswanath Rajamani	00259129	31/03/2021	15/10/1994
2. Mr. Seetharaman Sridharan	01773791	26/12/2014	13/11/2014
3. Mr. Krishnaswami Harishankar	08453883	25/09/2019	05/06/2019
4. Mr. Srinivasan Vasudevan	01567080	22/09/2022	13/11/2021
5. Mrs. Gowri Ramachandran	08217157	25/09/2019	05/06/2019
6. Mrs. Vinodhini Sendhil Manian	08719578	09/08/2023	28/06/2023

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE – 2

DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

The Information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as below:

(i) The ratio of remuneration of each Director to the median employees remuneration of the Company for the financial year and such other details as prescribed is as given below

Name	Ratio
Mr. RV Shekar	6.27:1

Note:

_ Sitting fees has been paid to Non-Executive Directors for attending the Meetings of the Board of Directors and Committees thereof held during the Financial Year 2023–24.

(ii) The percentage of increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial Year 2023–2024.

Sl. No Name of the KMPs	Designation	% of increase in remuneration during FY 2023–24
01. Mr. R V Shekar	MD	NIL
02. Mr. K. Prakash	Chief Financial Officer	NIL
03 Ms. Kaushani Chatterjee	Company Secretary & Compliance Officer	10%

(iii) The percentage increase in the median remuneration of employees for the financial year 2023–2024

The Median Remuneration of Employees (MRE) was Rs.3.97 lakhs and Rs. 3.82 Lakhs in FY 2021–22 and FY 2022–23 and FY 2023–2024 respectively. The decrease in Median Remuneration of Employees (MRE) in fiscal 2023–2024 as compared to fiscal 2022–23 is 3.77%. The decrease in the average remuneration of the employees was due to reorganization of salary structure.

(iv) The number of permanent employees on the rolls of Company as on 31.03.2024 is 105 including 14 women employees.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The total remuneration of the Managerial Personnel of the Company increased by Nil and the average remu- neration of the employees of the Company (other than managerial personnel) increased by Nil.

(vi) The key parameters of any variable component of remuneration availed by the directors: Nil (vii) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that remuneration is as per the Nomination and Remuneration policy of the Company.

TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN

Statement pursuant to Section 134 of the Companies Act 2013, read with rule 5(2) and 5(3) of the Companies Act (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 Statement as per rule 5(2) of the above said rule REMUNERATION:

AsprescribedunderSection197(12)oftheCompaniesAct,2013("Act")andRule5(1)oftheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure 2. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees and other particulars, drawing remuneration in terms of the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary of the Company

Statement as per rule 5(2)(i) of the above said rule

No one employed with your company throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;

Statement as per rule 5(2)(ii) of the above said rule

No one employed with your company for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh and fifty thousand rupees per month;

Statement as per rule 5(2)(iii) of the above said rule

No one employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.