Le Merite Exports Ltd Directors Report

To

The Members

Le Merite Exports Limited

Your directors have the pleasure to present the 23^rd Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31, 2026.

Financial Results

The Financial Results of the Companys performance for the year under review and those of the previous year are as follows: -

Particulars	Standalone	Consolidated
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Income From Operations	35,591.60	48,378.29	35,747.09	51,840.41
Other Income	1,070.47	481.75	1009.03	732.88
Total Income	36,662.07	48,860.04	36,756.12	52,573.29
Expenses [Except Depreciation Expenses]	35,091.03	48,118.14	35,129.77	51,674.95
Profit / (Loss) Before Depreciation, Amortization and Taxation	1,571.04	741.90	1,626.35	898.34
Provision For Depreciation	132.03	117.64	132.69	117.64
Profit / (Loss) Before ExtraOrdinary Items [Net of Tax Expenses]	1,439.00	624.26	1,493.66	780.70
Less: Extra-Ordinary Items [Net of Tax Expenses]	-	-	-	-
Profit / (Loss) Before Tax	1,439.00	624.26	1,493.66	780.70
Less: Tax Expenses: -
Current Tax	340.06	175.00	339.99	175.00
Deferred Tax	(1.85)	(17.03)	(2.58)	(17.03)
Excess / Short Tax Provision W/off	-	-	-	-
Profit / (Loss) before Minority Interest	-	-	1,156.25	622.73
Less: Minority Interest	-	-	(3.62)	76.66
Profit / (Loss) After Tax	1,100.79	466.29	1,159.87	546.07
Other Comprehensive Income/(loss)	1.88	(2.92)	1.88	(2.92)
Paid-up Share Capital	2,503.36	2429.86	2,503.36	2429.86

COMPANY PERFORMANCE OVERVIEW

During the year under review, your company reported the revenue from operation amounted to Rs. 35,591.60 lakh as against Rs. 48,378.29 lakh during the previous financial year 2024-25. The Net Profit of your Company, for the year amounted to Rs.1,100.79 lakh as against Rs. 466.29 lakh during the previous financial year 2024-25.

State Of Affairs

The Company is engaged in the business of manufacturing and trading of textile products namely cotton yarn, greige fabric and finished fabric. There is no change in the business of the Company during the financial year ended March 31, 2026.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Dividend

The Board of Directors has decided not to recommend any dividend for the financial year 2025-26 in order to conserve resources and strengthen the companys financial position.

Dividend Distribution Policy of the Company which is available on the website of the Company at the link: https://www.lemeriteexports.com/pdf/Dividend-Distribution- Policy.pdf

Transfer to Reserve

The Company has not transferred any amount to the Reserves for the year ended March 31, 2026.

Capital Structure

The Authorised Share Capital of the company as on March 31, 2026, was Rs. 3500.00 Lakh divided into 3,50,00,000 equity shares of Rs. 10/- each.

The paid-up equity shares capital of the company stood at Rs. 2,503.36 Lakh consisting of 2,50,33,600 equity shares of Rs.10/- each.

During the year under review, the remaining 6,73,600 warrants issued by the Company on November 27, 2024 were fully converted into equity shares. Further, pursuant to the approval of the shareholders accorded on August 04, 2025, the Company issued and allotted 61,400 equity shares and 5,26,000 warrants on September 17, 2025, upon receipt of the requisite consideration. Accordingly, as on March 31, 2026, 5,26,000 warrants remain outstanding and are eligible for conversion into equity shares in accordance with the terms of issue.

Subsidiary / Joint Ventures / Associates

As on March 31, 2026, the Company has 3 subsidiary companies pursuant to the provisions of section 129(3) of the Companies Act, 2013 read with the Companies (accounts) rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in form AOC-1 is annexed herewith and marked as Annexure - I to this Report.

As part of our continued focus on diversification and strategic growth, the Company incorporated a subsidiary on 05.06.2025 named as Le Merite Tactical & Defence Solutions Private Limited. This incorporation marks a significant step in broadening our business portfolio and building specialized capabilities in niche sectors of national importance.

The subsidiary has been established to engage primarily in the manufacturing and supply of advanced textile products, with a particular focus on the defence sector. By leveraging our expertise, infrastructure, and innovation-driven approach, the subsidiary aims to provide high-quality, durable, and technically advanced textile solutions to meet the stringent requirements of defence applications. This initiative aligns with the Companys long-term strategy of entering high-value, technology-intensive markets that offer both growth potential and opportunities to contribute to national priorities.

The incorporation of this subsidiary not only reflects our commitment to creating sustainable growth avenues but also underscores our proactive role in strengthening selfreliance within the defence supply chain. With this milestone, the Company is well- positioned to enhance stakeholder value while supporting critical sectors that drive security, innovation, and economic progress.

The Separate Audited Financial Statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company.

The Company will also make available these documents upon request by any member of the company interested in obtaining the same. The Separate Audited Financial Statements in respect of each of the subsidiaries are also available on the website of the company at www.lemeriteexports.com.

Extracts of Annual Return

Pursuant to Section 92 (3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at www.lemeriteexports.com

Directors Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm the following:

a. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed;

b. The directors have selected such accounting policies and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors have laid down internal financial controls, which are adequate and operating effectively;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements forming a part of this Annual Report.

Public Deposits

According to Chapter V of the Companies Act, 2013, the Company has not invited/ accepted any deposits from the public during the year ended March 31, 2026. Hence, there were no unclaimed or unpaid deposits as on March 31, 2026.

Investor Education and Protection Fund (IEPF)

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by the Central Government of India.

Internal Control Systems & Their Adequacy

Your Company has an adequate and effective Internal Control Mechanism in place which is commensurate with the size, scale and complexity of its operations, to ensure efficient conduct of its operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information as per its Management Information System (MIS). These controls have been designed to provide reasonable assurance about maintaining proper accounting controls for ensuring the reliability of financial reporting, monitoring of operations and protecting assets from unauthorized use or losses, and compliance with regulations. The

Company has continued its efforts to align all its processes and controls with global best practices.

Directors and Key Managerial Personnel

The composition of the Board consists of the following persons:

Key Managerial Personnel

Mr. Umashankar Lath	- Chairman and Managing Director
Mr. Abhishek Lath	- Managing Director and Chief Financial Officer
Mr. Arpit Sharma	- Company Secretary and Compliance Officer (Appointment w.e.f. 10.07.2025)

Executive Directors

1. Mrs. Sweta Lath Non-Executive, Independent Directors

1. Mr. Narendra Kumar Srivastava

2. Mr. Rohit Agarwal (Resigned w.e.f 14.08.2026)

3. Mr. Jaydeep Purujit Mehta

4. Mrs. Kusum Naruka (Appointment w.e.f 14.08.2026)

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mr. Umashankar Lath, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer for re-appointment.

During the year under review and subsequent to the close of the financial year, there were changes in the composition of the Board of Directors of the Company. Mr. Abhishek Lath (DIN: 00331675) was re-appointed as Managing Director and Chief Financial Officer of the Company for a further term of five consecutive years commencing from October 31, 2026 to October 30, 2031. Mr. Umashankar Lath (DIN: 05135035) was re-appointed as Chairman and Managing Director for a further term commencing from October 31, 2026 to October 30, 2031. Since Mr. Umashankar Lath has attained the age of seventy years, his reappointment is subject to the requisite approval of the Members in accordance with the applicable provisions of the Companies Act, 2013. Mrs. Sweta Lath (DIN: 07213314) was reappointed as Executive Director for a further term of five years commencing from October 31, 2026.

Further, Mr. Jaydeep Purujit Mehta (DIN: 06952808), Non-Executive Independent Director of the Company, whose existing term is from December 17, 2021 to December 16, 2026, was proposed for re-appointment as an Independent Director for a further term. Mr. Narendra Kumar Srivastava (DIN: 09439120), Non-Executive Independent Director of the Company, whose existing term is from December 17, 2021 to December 16, 2026, was also considered for re-appointment as an Independent Director for a further term. Ms. Kusum Naruka (DIN: 10679553) was appointed as an Additional Director in the category of NonExecutive Independent Director with effect from August 14, 2026. The appointment of Ms. Kusum Naruka is being sought at the ensuing AGM. The Company has received the requisite declarations, consents and confirmations from the concerned Directors regarding their eligibility and compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The above appointment and re-appointment are subject to the approval of the Members in ensuing Annual General Meeting. The Board recommends this appointment and reappointment.

Meetings of the Board

The number of meetings of the Board and its various committees including their composition are set out in the Corporate Governance Report which forms integral part of this report. The intervening gaps between the meetings were within the period as stipulated under the respective provisions of the Act and Listing Regulations.

Independent Directors Meeting

During the year under review, the Independent Directors met on February 13, 2026, inter alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

Evaluation of the quality, content, and timeliness of the flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Grievance Redressal Mechanism fSebi Complaints Redress System (SCORES)]:

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are the centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company had received one complaint on the SCORES during the financial year 2025-26 and the same was resolved in the prescribed timeline.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Nagori Nuwal & Co., Chartered Accountant was appointed as the statutory auditor of the company.

The Audit Report on the Financial Statements for the Financial Year ended on March 31 2026, issued by M/s. Nagori Nuwal & Co., Chartered Accountants, is unmodified and does not contain any qualifications, reservations, or adverse remarks. The information referred to in Auditors Report is self-explanatory and hence does not require any further clarification.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on May 07, 2018. Therefore, it is not mandatory for the Company to place the matter relating to the appointment of a statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Internal Auditor

The Company is having an internal audit department to test the adequacy and effectiveness of Internal Control Systems laid down by the Management and suggests improvement in the systems. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board. During the year, Companys Internal Controls were tested and no reportable weakness in the system was observed.

Secretarial Audit

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors at its meeting held on July 10, 2025, appointed M/s. Prachi Bansal and Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company, subject to the approval of the Members. The Members subsequently approved the appointment at the Annual General Meeting held on September 30, 2025, for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30.

M/s. Prachi Bansal and Associates has confirmed that they are eligible for appointment as Secretarial Auditor and are not disqualified from being appointed as such under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Secretarial Audit Report for the financial year 2025-26 forms part of this Annual Report and the Company has taken note of the observations made by the Secretarial Auditor regarding certain delays in statutory filings and regulatory compliances. The applicable fines imposed by the Stock Exchange have been duly paid, and the observations have been taken positively. The Company has strengthened its internal compliance mechanism to ensure timely compliances and prevent recurrence of such instances in future.

Cost Records & Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, and Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

Awards and Recognition

Your Company has been conferred with the following awards and recognition during the year under review: -

1. During the year under review, the Company achieved a significant milestone by successfully migrating from the SME Platform to the Main Board of NSE Limited, reflecting its continued growth, strong corporate governance practices and enhanced market standing. The milestone marks an important step forward in the Companys journey towards greater visibility and sustainable growth.

2. During the year under review, Le Merite Exports Limited was honoured with the Maharashtra State Export Award 2023-24 under the Export House Category, conferred by the Directorate of Industries, Government of Maharashtra. This prestigious recognition acknowledges the Companys strong export performance, global market presence and contribution to Indias international trade. The award was received on behalf of the Company by Mr. Abhishek Lath and Mr. Umashankar Lath.

Reaching this milestone energizes us to pursue even greater opportunities in the future, as we continue to align our efforts with national priorities while creating sustainable value for our stakeholders.

Committees of the Board

The Company has constituted different Committees under the Board that are mandated under the Companies Act, 2013.

Mandatory Committees

All the Committees of the Board are duly constituted in terms of the applicable provisions of the Act and Listing Regulations and focus on the specific areas/functions entrusted to them vide Schedule II of Listing Regulations and other Provisions as applicable to the Company. They make informed decisions in line with the delegated authority. The following Committees have been constituted by the Board, which function according to their respective roles and defined scopes, as determined by the Board in sync with the legal framework mandated thereto.

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Corporate Governance Report annexed separately to the Annual Report forming its integral part. Further, during the reporting year, recommendations (if any) made by the aforesaid committees have been accepted by the Board.

Remuneration Policy, Details of Remuneration and Other Terms of Appointment of Directors.

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a Policy for Selection and Appointment of Directors, Senior Management and their remuneration. This Policy inter-alia includes:

(i) Criteria of Selection of Non-Executive Directors

- Non-Executive Directors will be selected on the basis of Identification of Industry / subject leaders with strong experience. The advisory area and therefore the role may be defined for each independent director.

- The Nomination and Remuneration Committee shall ensure that the Candidate identified for Appointment as a Director is not disqualified for Appointment under Section 164 of the Companies Act, 2013.

- In case of Appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

(ii) Remuneration

- Pursuant to recommendation of the Nomination and Remuneration Committee and Approval of the Board of Directors, Independent Directors are entitled to sitting fees for attending Board Meetings and Committee Meetings within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, In addition, Independent Directors shall be entitled to receive reimbursement of expenses for participation in the Board/Committee Meetings.

Whistle Blower Policy and Vigil Mechanism

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Act and Regulation 22 of the Listing Regulations.

The Policy provides protection to the directors, employees and business associates who report unethical practices and irregularities.

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. However, no complaint of this nature has been received by the Audit Committee during the Fiscal year 2026. The Whistle Blower Policy of the Company can be accessed at the website of the Company at www.lemeriteexports.com.

Risk Management Policy

The Company has put in place an adequate and effective framework for identifying, assessing, monitoring and mitigating various risks associated with its business operations. The Management continuously reviews the risk environment and takes appropriate measures to minimise and manage potential risks. The Board of Directors periodically reviews the key business and operational risks and the measures undertaken for their mitigation. In the opinion of the Board, there are no material risks that, in its assessment, may threaten the existence of the Company.

Staying one step ahead of risk

The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risks.

SUB-DIVISION OF EQUITY SHARES

Subsequent to the closing of the financial year, the Company sub-divided/split each existing Equity Share of face value of ^10/- each into five (5) Equity Shares of face value of ^2/- each, with effect from the Record Date i.e. May 29, 2026, as approved by the Members of the Company. Accordingly, the authorised and paid-up share capital of the Company was appropriately reclassified into Equity Shares of face value of ^2/- each. The sub-division was undertaken with the objective of enhancing the affordability and liquidity of the Companys Equity Shares and facilitating wider participation by investors.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

A case was filed by Count N Denier Exim Limited under Section 9 of the Insolvency and Bankruptcy Code (IBC), 2016 against the Company, seeking initiation of Corporate Insolvency Resolution Process. The matter was heard by the Honble National Company Law Tribunal (NCLT), and after due consideration, the petition was dismissed by the NCLT on 26th June 2025.

Orders passed by the Regulators

The relevant details in this regard have been provided in the Corporate Governance Report forming part of this Annual Report. The same may be referred to for further details and information.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards any form of sexual harassment and is committed to providing a safe and conducive work environment for all its employees. The Company has in place a policy on prevention, prohibition, and redressal of sexual harassment at workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment.

The Committee is responsible for conducting inquiries and making recommendations in accordance with the law.

During the financial year 2024-25, the following are the details of complaints received and disposed of under the Act:

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

Number of complaints disposed of during the year: Nil

Number of complaints pending for more than 90 days: Nil

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. 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 has been extended to all the eligible women employees. 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.

Foreign Exchange Earnings Outgo

During the period under review, there was Rs. 19380.02 lakhs Foreign Exchange Earnings and Rs. 142.30 lakhs Foreign Exchange Outflow and for previous Financial Year Rs. 32,121.51 lakhs Foreign Exchange Earnings and Rs. 218.86 lakhs Foreign Exchange Outflow.

Managerial Remuneration and Particulars of Employees

The Disclosures with respect to the Remuneration of Directors and Employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with, a statement containing particulars of Employees as required under Section 197 of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as Annexure - "III" and form part of this report.

Particulars of Contracts and Arrangements with Related Parties

All related party transactions are entered on an arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with the Related Party are provided in the Companys financial statements in accordance with the Indian Accounting Standards (IND AS).

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Depository System

As the Members are aware, your Companys shares are tradable compulsorily in Electronic Form and the Company has established connectivity with both the Depositories in the Country i.e., NSDL and CDSL. In view of the various advantages offered by the Depository

System, Members are requested to avail of the facility of dematerialization of the Companys shares on either of the aforesaid Depositories.

Code of Conduct

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company. A copy of the Certificate of Compliance thereof is annexed herewith and marked as Annexure - IV.

Secretarial Standards

The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2, relating to Meeting of the Board of Directors and Meeting of General Meeting, respectively, have been duly followed by the Company.

Listing Of Shares on The Stock Exchange

The Companys equity shares are listed on Main Board Platform of the National Stock Exchange of India Limited.

Business responsibility & sustainability report (BRSR)

The Business Responsibility & Sustainability Reporting as required by regulation 34(2) (f) of the SEBI (listing obligations and disclosure requirement) regulations, 2015 is not applicable to the company for the financial year ending, March 31, 2026.

Corporate Governance & Management Discussion and Analysis Report

The Company is committed to maintaining the highest standards of corporate governance and transparency. We ensure that we evolve & follow the corporate governance guidelines & best practices sincerely to boost long-term shareholder value legally, ethically & sustainably. We consider it an inherent responsibility to disclose timely and accurate information regarding its operations and performance. We also endeavour to maximize shareholders value and respect minority rights in all our business decisions.

Corporate Governance Report and Management Discussion and Analysis Report of the Company for the year under review is annexed to the Annual Report separately forming its integral part.

Education, Training and Development

In an ever-changing and fast-paced corporate world, training and development is an indispensable function and management of Le Merite believes that training presents a prime opportunity to expand the knowledge base of all employees. A structured training and development program is organized for employees to have consistent experience and background knowledge. We encourage a culture of continual learning among employees through various Training & development sessions within the organization. Le Merite team always focus on producing targeted and tangible results for the business, treating it seriously and considering it a capital investment and making it results-driven. The results from our training and development initiatives have been very positive and clearly presented the enhanced productivity, efficiency & effectiveness.

Board Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation of certain policies for all listed companies. The Corporate Governance policies are available on the Companys website, at www.lemeriteexports.com The policies are reviewed periodically by the board and updated as needed.

Corporate Social Responsibility

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at www.lemeriteexports.com.

Chief Executive Officer (CEO) / Chief Financial Officer (CFO) Certification

The CEO/CFO Certificate as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Annual Report as Annexure IV.

Conservation of Energy and Technology Absorption

The particulars of Conservation of Energy and Technology Absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure - "VII" and form part of this report.

Green Initiative

The MCA had undertaken the Green Initiative in Corporate Governance by allowing paperless compliances by companies through electronic mode. We request all the shareholders to support the Green Initiative of the Ministry of Corporate Affairs and the Companys continuance towards greener environment by enabling the service of the Annual Report, AGM Notice and other documents electronically to your email address registered with your Depository Participant/ Registrar and Share Transfer Agent. The Company appeals to you, its Shareholders, who are yet to register the E-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a greener environment.

Familiarization programmer for Independent Director:

The Company proactively keeps its directors informed of the activities of the Company, its Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the chairman and Non-Independent Directors was carried out by the Independent Directors in their separate Meeting also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria and procedure for the performance evaluation of the Board of Directors

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance /support to the Management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board and encouraging active engagement of all Board Members.

Evaluation of Independent Directors was done by the entire Board, excluding the director being evaluated.

Prevention of Insider Trading:

The board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by employees and to maintain the highest ethical standard of dealing in the Companys Shares.

The insider trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price-sensitive information and the code of conduct for the prevention of Insider Trading is available on the website: www.lemeriteexports.com

Other Disclosures

a. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors;

b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

c. The Company has not issued any sweat equity shares/ESOP/ RSUs to its directors or employees; and

d. There was no revision of financial statements and the Boards report of the Company during the year under review.

Acknowledgement

Your directors wish to thank the Shareholders, Clients, Bankers and Stakeholders at large for their continued support during the year. Your directors also wish to place on record their appreciation for the dedication and commitment of the Employees at all levels.