lloyds luxuries ltd share price Directors report

To:

The Members,

Lloyds Luxuries Limited

Your Board of Directors are pleased to present the Tenth Annual Report on the business and operations of Lloyds Luxuries Limited and Audited Statement of Accounts for the Financial Year ended 31st March, 2023.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY

Particulars	CurrentYear 2022-23	PreviousYear 2021-22
Income from Operations	3,374.50	2,067.73
Other Income	63.19	20.36
Total Income	3,437.69	2,088.09
Profit before Interest,	(129.87)	279.19
Depreciation, Extraordinary items & Tax
Less: Finance Cost	66.29	4.16
Depreciation	219.49	267.68
Extraordinary items	4.17	0
Profit/(Loss) before tax	(419.82)	7.34
Less: Tax Expenses (Net)
CurrentTax Expense	0	1.15
DeferredTax	9.71	(8.34)
Profit/(Loss) for the Year	(429.53)	14.54

During the Financial Year 2022–23, the company experienced significant growth in operating revenue as compared to the previous Financial Year. This is a testament to the hard work and dedication of our team, as well as the successful implementation of our strategic initiatives.

Our operating revenue has increased by 63.20% to Rs. 3374.50 Lakhs from Rs. 2067.73 Lakhs in the previous year. Our innovative approach and commitment to delivering exceptional products and services have resonated with our target audience and members, resulting in increased sales and customer loyalty. We have also been able to capitalise on emerging trends and market opportunities, allowing us to stay ahead of the competition and retain our loyal customers and members. Furthermore, following Covid-19, clients who had stopped using services due to Covid-19 restriction have started them again.

For the Financial Year 2022–23, your Company recorded a loss of Rs. (429.53) Lakhs as against a net profit of Rs. 14.54 Lakhs in the last year. There are several factors that have contributed to this loss. Firstly, we have increased our expenditure on advertising and branding efforts in order to expand our market reach and increase customer awareness. While these investments are necessary for long-term growth, they have had a negative impact on our bottom line in the short term.

Additionally, we have invested heavily in hiring and training new technicians to improve the quality of our services and set up new stores. While this investment is important for delivering exceptional customer experiences, it has also increased our operating costs Lastly, we have experienced an increase in lease rentals paid for our facilities and equipment. This has further added to our expenses and contributed to the overall loss.

While these results are disappointing, it is important to remember that we made these investments with the intention of driving future growth and profitability. We believe that these initiatives will position us well for success in the coming years. We further want to draw your attention to our previous financials of our company: “The auditors remark on note no. 24 (n) regarding the manner of accounting for branding, marketing & initial set up cost incurred, accounted under the head “Other Non-current Assets”.

While Section (3) of AS 26 indicates that the standards applied to expenditure on advertising, it is not specific on Branding Marketing & initial set up expenses. Hence auditors have put a qualification note.

However, management has taken a lead from Section 20 of AS 26, which clearly state that, An intangible asset should be recognised, if and only if,

• It is probable that the future economic benefit that will attribute to the asset will flow to the enterprise.

• The cost of the asset can be measured reliably.

We have discussed and taken their opinion on the same. Since we are in the early stages and in process of brand building, the benefit of these expenses will accrue over longer period of time. Based on above facts the management has taken decision that the brand building expenses till F.Y. 2021 - 22 are capitalised and amortised over the period of 10 years from F.Y. 2025 – 26, which is within the scope of AS 26.” The correct treatment as per AS 26 has been initiated in the restated financials.

We will be conducting a thorough review of our financial performance and identifying areas where we can make improvements. Our focus will be on optimizing our expenses, improving operational efficiency, and exploring new revenue streams. We are taking this situation seriously and are committed to making the necessary changes to turn our financial performance around. We will keep you updated on our progress and any further actions that we plan to take and will work towards restoring profitability and ensuring the long-term success of our company.

2. FUTURE OUTLOOK

We had some challenges in the past financial year, resulting in significant losses. However, we are confident that with the right strategies and actions, we can turn the situation around and restore profitability.

Firstly, we plan to open new barber shops in strategic locations. These new shops will help us to expand our customer base and increase our market share. We have conducted thorough market research to identify areas with niche locations. By opening these new stores, we aim to attract new customers and generate additional revenue. In addition to the new barber stores, we also plan to add business development “shop-in-shop” outlets in other retail formats. This will allow us to diversify our offerings and provide products to our customers. By partnering with other businesses, we can leverage their expertise and resources while increasing our revenue streams.

To further boost our sales, we will be focusing on increasing our online presence and expanding our reach in the digital space. We plan to invest in digital marketing strategies, such as search engine optimization (SEO) and social media advertising, to attract more online customers. We also plan to sale our products via leading online market places. To improve our cost structure, we will be revising the prices of our services and products. This will involve conducting a thorough analysis of our pricing strategy and ensuring that our prices are competitive in the market. We will also negotiate better deals with our suppliers and explore opportunities for bulk orders to reduce the cost of our products.

Furthermore, we will implement effective inventory management practises to reduce costs. By having proper stocks in place and optimising our supply chain, we can avoid overstocking or stockouts, which can lead to unnecessary expenses. This will help us streamline our operations and improve our overall efficiency.

To support these initiatives, we will invest in talent development and training programmes for our employees. By providing them with the necessary skills and knowledge, we can enhance their performance and ensure that they deliver exceptional service to our customers. We believe that investing in our employees is crucial for the long-term success of our company.

Lastly, we will maintain a strong focus on financial discipline and risk management. We will closely monitor our cash flow, implement cost control measures, and ensure compliance with all regulatory requirements. By maintaining a solid financial foundation, we can navigate any potential challenges and seize opportunities for growth. We are fully committed to turning our financial performance around and ensuring the long-term success of our company.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate its Financial Statements for the financial year ended 31st March, 2023 as the Company does not have any subsidiary or associate or joint venture Company.

4. SUBSIDIARIES, JOINTVENTURESANDASSOCIATE COMPANIES

During the year under review, none of the companies have become or ceased to be the associate/ subsidiary/ joint venture/ holding Company.

5. DETAILS OF INITIAL PUBLIC OFFER & LISTING

We are pleased to inform you that the Company had made an Initial Public Offer of 60,00,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) vide prospectus dated 21st September, 2022 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE. The IPO had received an exceptional response from the public. The issue was over-subscribed on overall basis. The Initial Public Offer was subscribed 6.39 times. The public issue subscribed 1.81 times in the retail category and 11.54 times in the NII category. The Equity Shares of the Company got listed on the NSE Emerge with effect from 11th October, 2022.

6. SHARE CAPITAL

The authorized share capital of the Company as on 31st March, 2023 is Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Nominal value of Rs.10/- each whereas the issued and paid-up Equity Share Capital of the Company as on 31st March, 2023 stood at Rs. 22,50,00,000/- divided into 2,25,00,000 Equity Shares of Nominal value of Rs. 10/- each.

7. UTILIZATION OF IPO PROCEEDS

Original Object	Original Allocation (Rs.in Lakhs	Funds Utilised till 31st March, 2023 (Rs.in Lakhs)	Un-utilized amount (Rs.in Lakhs)	Amount of Deviation/Variation for the Financial year according to applicable object
Financing the expenditure for opening new stores	543.65	234.64	309.01	Not Applicable
To repay of short-term borrowings	902.00	902.00	-
To meet Working Capital requirements	450.00	226.34	223.66
General Corporate Purpose	318.10	25.54	292.56
To meet issue expenses	186.25	168.94	17.31
Total	2,400.00	1,557.46	842.54

8. DETAILS OF LOCK – IN OF SHARES

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, below are the details of the lock-in Shares of the Company held by Promoters and Public Shareholders:

Name of the Shareholder	Category	Quantity	Lock-in till date
Mr. Shreekrishna Gupta	Promoter	1	22.10.2023
M/s. Plutus Trade & Commodities LLP	Promoter	45,45,000	22.10.2025
		11954994	22.10.2023
Mr. Madhur Gupta	Promoter Group	1	22.10.2023
Mr. Ravi Agarwal	Promoter Group	1	22.10.2023
Mr. Deepak Sen	Public Shareholder	1	22.10.2023
Mr. Lalit Sharma	Public Shareholder	1	22.10.2023
Mr. Kailash Parihar	Public Shareholder	1	22.10.2023
Total		1,65,00,000

9. CHANGE IN THE NATURE OF BUSINESS

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

10. TRANSFERTO RESERVES

The Board of the Company did not propose to transfer any amount to any reserves.

11. DIVIDEND

The Directors have not recommended any dividend for the financial year ended 31st March, 2023.

12. DEPOSITS

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review there are following changes in the composition of Board of Directors of the Company and Key Managerial Personnel:

Mrs. Vandini Gupta (DIN 09621161)

The Board of Directors at its meeting held on 13th June, 2022 appointed Mrs. Vandini Gupta as an additional Non-Executive Director of the Company with immediate effect to hold office up to the date of the ensuing Annual General Meeting of the Company; however the said appointment was regularized at an Extra-Ordinary General Meeting held on 15th June, 2022.

Further, in accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Vandini Gupta (DIN 09621161)

Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for the re-appointment.

Mr. Shreekrishna Gupta (DIN 06726742)

Mr. Shreekrishna Gupta, Non-Executive Director on the Board of the Company was designated as the Chairman of the Board of Directors of the Company with effect from 13th June, 2022.

Mr. Aashay Choksi (DIN: 07223156)

The Board of Directors at its meeting held on 13th June, 2022 appointed Mr. Aashay Choksi as an additional Non-Executive Independent Director of the Company with immediate effect to hold office up to the date of the ensuing Annual General Meeting of the Company; however, the said appointment was regularized at an Extra-Ordinary General Meeting held on 15th June, 2022 to hold the office for the first term of Five years commencing from 13th June, 2022.

Mr. Kabir Malhotra (DIN 09630236)

The Board of Directors at its meeting held on 13th June, 2022 appointed Mr. Kabir Malhotra as an additional Non-Executive Independent Director of the Company with immediate effect to hold office up to the date of the ensuing Annual General Meeting of the Company. However, the said appointment was regularized at an Extra-Ordinary General Meeting held on 15th June, 2022 to hold the office for the first term of Five years commencing from 13th June, 2022.

Mr. Prannay Dokkania (DIN 09621091)

During the year under review, Mr. Prannay Dokkania ceased to be the Manager of the Company and was appointed as the ‘Managing Director of the Company. The said appointment was approved and recommended to the Members by the Board of Directors at its meeting held on 5th July, 2022. Further, the said appointment was approved by the Members with immediate effect for a term of 5 years at an Extraordinary General Meeting of the Company held on 5th July, 2022.

Mr. Shyam Dandriyal (DIN: 00016648)

Mr. Shyam Dandriyal has resigned from the office of an Independent Director of the Company with effect from 13th June, 2022. The Board of Directors of the Company appreciates the invaluable services rendered by him during the tenure.

Mr. Rajashekhar Alegavi (DIN 03584302)

Mr. Rajashekhar Alegavi has resigned from the office of an Independent Director of the Company with effect from 13th June, 2022. The Board of Directors of the Company appreciates the invaluable services rendered by him during the tenure.

14. CHANGES IN CORPORATE OFFICE OF THE COMPANY

During the year under review, the Corporate Office of the Company has been shifted from A2, 2nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel, Mumbai - 400013 to B2, Unit No. 3, 2nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel, Mumbai – 400013 with effect from 30th May, 2022 for keeping and maintaining the Books of Accounts and other relevant papers of the Company.

15. RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly reconciliation of the total Share capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed share capital and the report thereon is submitted to the National Stock Exchange of India Limited. The report, inter alia, confirms that the number of shares issued, listed on the Stock exchange and that held in demat mode are in agreement with each other.

16. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE a. NUMBER OF BOARD MEETINGS

The Board of Directors met 16 times in the Financial Year 2022-23. The details of the Board meetings held are as under:

Sr. No.	Date	No. of Directors presents
1.	17.05.2022	3
2.	30.05.2022	3
3.	13.06.2022	3
4.	17.06.2022	4
5.	05.07.2022	5
6.	21.07.2022	5
7.	12.08.2022	5
8.	24.08.2022	4
9.	30.08.2022	4
10.	05.09.2022	2
11.	21.09.2022	4
12.	06.10.2022	5
13.	07.10.2022	5
14.	10.10.2022	5
15.	11.11.2022	5
16.	21.01.2023	5

b. COMMITTEES OF THE BOARD: AUDIT COMMITTEE

As on 31st March, 2023, the Audit Committee comprised of following Members:

DIN	Name	Designation
07223156	Mr. Aashay Choksi	Chairperson
09630236	Mr. Kabir Malhotra	Member
09621091	Mr. Prannay Dokkania	Member

Majority of the Members of the Committee are Independent Directors and possess accounting and financial management knowledge. All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

As on 31st March, 2023, the Nomination & Remuneration Committee comprised of following Members:

DIN	Name	Designation
09630236	Mr. Kabir Malhotra	Chairperson
07223156	Mr. Aashay Choksi	Member
09621161	Mrs. Vandini Gupta	Member

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31st March, 2023, the Stakeholder Relationship Committee comprised of following Members:

DIN	Name	Designation
07223156	Mr. Aashay Choksi	Chairperson
06726742	Mr. Shreekrishna Gupta	Member
09621161	Mrs. Vandini Gupta	Member

c. ANNUAL EVALUATION OF PERFORMANCE OF THR BOARD, ETC.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

• Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company; and

• Participation of the Directors in the Board proceedings and his/ her effectiveness.

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness. d. MEETING OF THE INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 21st January, 2023 inter alia, to: I. Review the performance of Non-Independent Directors and the Board of Directors as a whole; II. Review the performance of the Executive Director of the Company taking into account the views of the Directors; III. Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and implemented. e. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company in accordance with the provisions of Section 149 (7) of the Companies act, 2013 regarding meeting the criteria of Independence laid down under Section 149 (6) of the Companies Act 2013 and the rules made thereunder.

Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs. f. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes conducted by the Company during the last financial year are available on the website of the Company https://lloydsluxuries.in/. During the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

17. DETAILS OF ESTABLISHMENT OF VIGIL

MECHANISM, WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESSTOTHE AUDIT COMMITTEE

The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

Under the policy, each employee has an assured access to the Chairman of the Audit Committee. The Whistle Blower Policy is displayed on the website of the Company, viz. https://lloydsluxuries.in/.

18. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial year i.e. 31st March, 2023, to which the Financial Statements relate and the date of the report, if any, disclosed in separate respective head.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received, confirm that –

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

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

4. They have prepared the annual accounts on a going concern basis; 5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is set out in the Annexure- A to this report.

22. PARTICULARS OF EMPLOYEES

The Statement containing the names and other particulars of the employees of the Company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure- B to this report.

23. AUDITORS

The matters related to Auditors and their Reports are as under:

A. STATUTORY AUDITOR

Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framed there under, The Company at its 9th Annual General Meeting held on 13th September, 2022 had appointed M/s. S. Y. Lodha and Associates, Chartered Accountants (ICAI Firm Registration no. 136002W) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 9th Annual General Meeting till the conclusion of the 14th Annual General Meeting to be held in the year 2027.

B. AUDITORS REPORT

During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended 31st March, 2023. The Auditors Report for the Financial Year ended 31st March, 2023 on the financial statements of the Company is a part of this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

C. SECRETARIAL AUDITOR

The Board of Directors at its meeting held on 10th October, 2022 have appointed Mr. Maharshi Rajesh Ganatra (Practicing Company Secretary) having Membership No. 11332 and Certificate of Practice No. 14520 representing Maharshi Ganatra & Associates, Practicing Company Secretary Firm as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the FinancialYear 2022-23.

D. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2022-23 is set out in the Annexure- C to this report and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

Further, the Board at its meeting held on 26th May, 2023 has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company, to undertake Secretarial audit of the Company for the Financial Year 2023-24.

E. INTERNAL AUDITORS

The Board of Directors at its meeting held on 10th October, 2022 have appointed M/s. L.B. Kale and Co. (Firm Registration No. 121957W), Practicing

Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the Financial Year 2022-23.

Further, the Board at its meeting held on 26th May, 2023 has re-appointed M/s. L.B. Kale and Co. as the Internal Auditor of the Company for Financial Year 2023-24 for conducting the Internal Audit.

24. MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

25. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company i.e. https://lloydsluxuries.in/.

26. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. 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.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

27. RISK MANAGEMENT

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various managements systems, structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

28. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Companys website- https://lloydsluxuries.in/ under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time.
Code of Conduct for Board & Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	Your Board has framed the policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel (“KMP”), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
Policy for Making Payments to Non-Executive Director	The Policy contains the rules for making payments to Non-Executive Directors as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Policy on Criteria for Determining Materiality of Events	This policy applies for determining and disclosing material events taking place in the Company.
Policy on Materiality of Related Party Transaction	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Terms & Conditions of appt. of Independent Directors	The Policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers.
Whistle Blower Policy	The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).
Policy for Evaluation of the	The Policy provides framework for carrying out the annual evaluation of its own
Performance of the Board	performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).
InsiderTrading Policy	Your Company has adopted the Policy to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of “Legitimate purposes for sharing UPSI”
	The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Policy on Preservation of the Documents	The policy deals with the retention of corporate records of the Company.

29. EMPLOYEE STOCK OPTION SCHEME/PLAN

The Members of the Company via Postal Ballot conducted on 24th February, 2023, approved the Lloyds Luxuries Limited Employees Stock Option Scheme – 2023 (“Scheme”) to create, grant, offer, issue and allot under the Scheme, in one or more tranches not exceeding 18,40,000 (Eighteen Lakhs Forty Thousand) Employee Stock Options (“Options”) (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time), to the Employees and Directors of the Company (as defined in the scheme), its Group Company including its Subsidiary Company or its Associate Company in India or outside India or of a Holding company of the Company, and to such persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme (as permitted under the applicable laws), exercisable into not more than 18,40,000 (Eighteen Lakhs Forty Thousand) Equity Shares (“Shares”) of face value of Rs. 10/- each. The Nomination and Remuneration Committee (‘Committee) of the Board of Directors of your Company is entrusted with the responsibility of administering the plan and during the Financial Year 2022-23, the committee has not granted any stock options in pursuance thereof. The above Scheme/Plan is in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB & SE Regulations”). The Company has obtained the certificate from the Secretarial Auditor of the Company stating that the Scheme has been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the Members of the Company through Postal Ballot dated 24th February, 2023. The certificate is available for inspection by the Members of the Company in electronic mode at https://lloydsluxuries.in/.

30. LOANS, INVESTMENTS AND GUARANTEE:

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Standalone Financial Statements forming part of the Annual Report. Further, your Company has not extended corporate guarantee on behalf of any other Company, during the year under review.

31. RELATED PARTYTRANSACTIONS:

All Contracts/transactions/arrangements entered by the Company during the Financial Year ended 31st March, 2023 with the Related Parties were in ordinary course of Business and on an Arms Length Basis and in accordance with the provisions of the

Companies Act, 2013, read with the Rules issued there under and the regulations. Further, there were no transactions with related parties which qualify as material transactions under the regulations. All transactions with related parties were reviewed and approved by the Audit Committee.

Particulars of contracts or arrangements or transactions with related parties referred to in Section 188 of the Companies Act, 2013, in the prescribed form AOC-2 is set out in the Annexure- D to this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on conservation of energy and technology absorption, which is required to be given pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is not applicable to the company.

Foreign Exchange Earnings and Outgo Foreign Currency Earnings: -

(Rs. In Lakhs)

Particulars	CurrentYear
Sale of Products	27.98
Royalty	15.34

Foreign Currency Expenditure:-

(Rs. In Lakhs)

Particulars	CurrentYear
Import of Products	492.02
Royalty	180.39

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

The Company has constituted Internal Complaints Committee. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the ongoing concern status of the Company and its future operations.

35. CORPORATE GOVERNANCE

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR) are not applicable to the

Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

36. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

No application is made during the Financial Year 2022-23 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

38. DETAILS OF DIFFERENCES 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

Your company has not made any one time settlement with any of its lenders.

39. LISTING FEES

The listing fees payable for the Financial Year 2023-24 has been paid to National Stock Exchange of India Limited within due date.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

41. GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during the Financial Year 2022 -23: a. Issue of equity shares with differential rights as to dividend, voting or otherwise; b. Instances with respect to voting rights not exercised directly by the employees of Company; c. Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company; and d. There is no requirement of web link of policy for determining ‘material subsidiaries is disclosed as Company has no subsidiaries during 2022-23.

42. ENCLOSURES: a. Annexure – A : Management Discussion and Analysis Report; b. Annexure – B : Particulars of employees; c. Annexure – C : Secretarial Auditors Report in Form No. MR-3; and d. Annexure – D : AOC -2.

43. ACKNOWLEDGEMENT

Your Directors place on records their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.