Lloyds Luxuries Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the Twelfth Annual Report of Lloyds Luxuries Limited ("your Company" or "the Company") and Audited Statement of Accounts for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)

Particulars	Current Year 2024-25	Previous Year 2023-24
Income from Operations	4,630.37	4,031.94
Other Income	36.56	77.39
Total Income	4,666.94	4,109.33
Profit before Interest, Depreciation, Extraordinary items & Tax	(170.79)	(801.02)
Less: Finance Cost	-	38.30
Depreciation & Amortization	511.25	512.44
Extraordinary items	-	28.47
Profit/(Loss) before tax	(682.04)	(829.49)
Less: Tax Expenses (Net)
Current Tax Expense	-	-
Deferred Tax	(16.10)	(28.83)
Profit/(Loss) for the Year	(665.94)	(800.66)

2. REVIEW OF OPERATIONS

During the Financial Year 2024-25, the Company demonstrated meaningful progress in its operational performance, achieving a notable increase in revenue and a reduction in net loss, reflecting early traction from our strategic growth efforts.

Operating revenue increased by 14.84%, rising from Rs. 4,031.94 lakhs in FY 2023-24 to Rs. 4,630.37 lakhs in FY 2024-25. This upward trajectory was driven by enhanced brand affinity, improved instore experiences, and a surge in demand via digital platforms. The launch of new stores, combined with elevated interest in our premium grooming services and product lines, notably contributed to this momentum.

In parallel, the Companys net loss narrowed to Rs. (665.94) lakhs from Rs. (800.66) lakhs in the previous financial year - a positive shift that underscores better cost control and improved operating leverage, even amidst sustained investments in growth.

Key contributors impacting profitability during the year include our investment in new store launches,

continued rollout of new product innovations -

particularly in the beard care category, including premium beard oils - and rising employee benefit expenses to support service excellence across locations. Additionally, the ongoing amortization of past branding, marketing, and pre-operative expenditures has been recognized in the financials, reflecting a more structured and transparent treatment of past capitalized costs.

While short-term profitability remains under pressure due to these foundational investments, these strategic allocations are positioning the Company for robust and sustainable long-term growth. The business continues to prioritize expanding its market reach, strengthening omnichannel engagement, and delivering elevated customer experiences - all while building a leaner, more efficient operational framework.

3. FUTURE OUTLOOK

As Lloyds Luxuries Limited enters an ambitious phase of expansion, we are strategically poised to consolidate our leadership in the premium grooming landscape. With 34 operational barbershops across India, including our newly inaugurated flagship store at Kemps Corner, Mumbai, we continue to move with intent towards our broader vision of establishing 50 distinguished Truefitt & Hill locations. Each new opening is not merely an addition to our footprint ? it is a deliberate step in crafting a nationwide network of elite grooming sanctuaries.

In parallel, we are amplifying our market presence through synergistic alliances with reputed salon chains by introducing a shop-in-shop model and enhancing product visibility in high-traffic retail environments. These collaborations enable us to integrate our offerings into curated beauty ecosystems, thereby expanding consumer

touchpoints and leveraging cross-segment

influence. This strategy not only augments brand visibility but also reinforces our premium positioning within the broader luxury self-care domain.

To deepen engagement and reinforce brand recall, we are intensifying our focus on immersive brand activation campaigns and high-visibility outreach initiatives. From partnering with prestigious lifestyle events and acting as exclusive gifting collaborators to launching our own branded assets ? including a signature horse racing trophy ? we aim to infuse the brand with cultural relevance, prestige, and aspirational value. These initiatives are meticulously curated to resonate with our

clientele, enhancing both brand desirability and emotional connection.

Our e-commerce vertical is emerging as a critical growth lever, unlocking new avenues of consumer acquisition beyond traditional geographies. By fortifying our digital presence and optimizing platform engagement, we are building a seamless bridge between luxury and accessibility, enabling our clientele to interact with the brand across digital and physical spheres with equal elegance.

As we continue to grow, our employees remain the cornerstone of our success. We are committed to fostering a culture of recognition, growth, and loyalty by offering performance-based incentives, ESOPs, and continuous professional development through our in-house training academy. These initiatives not only enhance skill and service quality across all touchpoints but also ensure our team feels valued, empowered, and aligned with the long-term vision of the brand.

With clarity of vision and strength of execution, we are confident that our current trajectory will translate into sustainable long-term value. Every step we take is underpinned by the pursuit of excellence, the power of partnerships, and a singular focus: to elevate mens grooming into a lifestyle of enduring sophistication.

4. SHARE CAPITAL & CHANGE IN CAPITAL STRUCTURE

As on March 31, 2025, the authorized share capital of the Company stood at Rs. 25,00,00,000/, divided into 2,50,00,000 equity shares of Rs.10/- each. The issued and paid-up equity share capital of the Company as on the same date was Rs. 23,86,36,630/, comprising 2,38,63,663 equity shares of Rs. 10/- each.

Preferential Issue

During the year, the Company allotted 10,00,000 equity shares to Mrs. Alpana Sanjay Dangi on a preferential basis in the Board meeting held on June 7, 2024, pursuant to the approval obtained through Postal Ballot on June 3, 2024.

Employee Stock Option Scheme

During the Financial year 2023-24, the Nomination and Remuneration Committee granted 14,00,852 stock options under the "Lloyds Luxuries Limited Employee Stock Option Scheme - 2023" to eligible employees. This scheme was duly approved by the shareholders through a Postal Ballot conducted on

February 24, 2023.These options are exercisable upon completion of the respective vesting periods, as specified under the Scheme.

In line with the vesting schedule, the Nomination and Remuneration Committee allotted to the "Lloyds Luxuries Employees Welfare Trust":

• 153,299 equity shares on March 15, 2024,

against options vested on April 07, 2024

• 11,872 equity shares on September 30, 2024,

against options vested on November 13, 2024, and

• 1,98,492 equity shares on March 3, 2025,

against options vested on April 7, 2025,

The allotment of these 12,10,364 equity shares resulted in a corresponding increase in the paid-up share capital of the Company as on March 31, 2025. The equity shares issued under the Preferential issue and ESOP Scheme are listed and actively traded on the National Stock Exchange (NSE).

5. 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
M/s. Plutus Trade & Commodities LLP	Promoter	45,45,000	22.10.2025
Total		45,45,000

6. SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE COMPANIES

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

7. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up on standalone basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles. The Company is not required to prepare the Consolidated Financial Statement.

8. UTILIZATION OF IPO & PREFERENTIAL PROCEEDS

Original Object	Original Allocation (Rs.in Lakhs)	Funds Utilised till 31st March, 2025 (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	543.65	-	Not Applicable
To repay of short-term borrowings	902.00	902.00	-
To meet Working Capital requirements	450.00	450.00	-
General Corporate Purpose	318.10	318.10	-
To meet issue expenses	186.25	168.94	17.31
Total	2,400.00	1,902.72	17.31

The Company confirms that there have been no deviations or variations in the utilization of proceeds raised through the Preferential Issue. We further affirm that the entire proceeds have been fully utilized for the purposes as stated in the Letter of Offer.

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. TRANSFER TO RESERVES

There is no amount proposed to be transferred to the reserves.

11. DIVIDEND

Your Board do not recommend any dividend on the equity shares of the Company for financial year ended March 31, 2025 considering that the Company is in growth stage and require funds to support its growth objectives.

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 were no changes in the composition of Board of Directors of the Company and Key Managerial Personnel. The Board comprises of the following Directors as on March 31, 2025:

1. Mr. Shreekrishna M Gupta (DIN 06726742): Chairman & Non-Executive Director

2. Mr. Prannay Dokkania(DIN 09621091): Managing Director

3. Mrs. Vandini Gupta (DIN 09621161): Non-Executive Director

4. Mr. Aashay Choksi (DIN: 07223156):

Non Executive and Independent Director

5. Mr. Kabir Malhotra (DIN 09630236):

Non Executive and Independent Director

6. Mr.Sushant J Mishra: Chief Financial Officer

7. Ms. Rajalakshmi Pattan Thevar:

Company Secretary & Compliance Officer

Retirement by Rotation

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 15^th June, 2022 holding the office for a longer period.

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.

14. REGISTERED OFFICE OF THE COMPANY

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

B2, Unit No.3, 2^nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel, Delisle Road, Mumbai - 400013

^ 15. RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly re-conciliation of the total capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed 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 8 times in the Financial Year 2024-25. The details of the Board meetings held are as under:

Sr. No.	Date	No. of Directors presents
1.	12.04.2024	5
2.	26.04.2024	5
3.	15.05.2024	5
4.	07.06.2024	5
5.	30.09.2024	5
6.	22.10.2024	5
7.	16.01.2025	5
8.	31.03.2025	5

b. COMMITTEES OF THE BOARD:

AUDIT COMMITTEE

As on 31^st March, 2025, 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 31^st March, 2025, 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 31^st March, 2025, 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 THE 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 January 16, 2025 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://www.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 ACCESS TO THE 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://www.llovdsluxuries.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, 2025, 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 9^th Annual General Meeting held on 13^th 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 9^th Annual General Meeting till the conclusion of the 14^th 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 31^st March, 2025. The Auditors Report for

the Financial Year ended 31^st March, 2025 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 May 14, 2024 have appointed Mr. Mitesh J Shah (Practicing Company Secretary) having Membership No. 10070

and Certificate of Practice No. 12891 representing Mitesh J Shah & 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 Financial Year 2023-24.

Further, the Board at its meeting held on May 15, 2025 has re-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 a period of five years commencing from the Financial Year 2025-26 to Financial Year 2029-30.

D. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2024-25 is set out in the Annexure- C to this report and forms integral part of this Annual Report. The said Secretarial Audit Report contains qualifications on fines / penalties as below:

Sr. No.	Observation/Remarks of the PCS	Management Response
1	The Company has delayed in complying with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to the submission of voting results in XBRL mode within the prescribed timeline for the Eleventh Annual General Meeting held on Fourth September, Two Thousand Twenty-Four. Consequently, a fine of Rupees Ten Thousand only was levied by NSE Limited, where the equity shares of the Company are listed.	The Board acknowledged the fine imposed by NSE and stressed the need for greater care and vigilance in compliance matters. The Company had submitted the voting results in PDF format on 6th September 2024 and received acknowledgment. The XML file was also generated and uploaded the same day, but due to technical delays on the NSE portal, the upload did not reflect despite multiple attempts.

E. INTERNAL AUDITORS

The Board of Directors at its meeting held on 14^th May, 2024 have appointed M/s. Todarwal & Todarwal LLP .(Firm Registration No. 111009W), 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 FinancialYear 2024-25.

Further, the Board at its meeting held on 15^th May, 2025 has re-appointed M/s. Todarwal & Todarwal LLP (Firm Registration No. 111009W), as the Internal Auditor of the Company for Financial Year 2025-26 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://www.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://www.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 Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).
Insider Trading 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 24^th 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 2023-24, the committee has granted 14,00,852 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 24^th February, 2023.

In line with the vesting schedule, the Nomination and Remuneration Committee allotted to the "Lloyds Luxuries Employees Welfare Trust":

• 153,299 equity shares on March 15, 2024,

against options vested on April 07, 2024

• 11,872 equity shares on September 30, 2024,

against options vested on November 13, 2024, and

• 1,98,492 equity shares on March 3, 2025,

against options vested on April 7, 2025,

Pursuant to the Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 , company is required to take a certificate from the Secretarial Auditor that the scheme is implemented in accordance with the applicable regulations and the same has to be placed in the general meeting. The aforesaid certificate is attached as a part of the the Annual Report as Annexure D and is also available for inspection by the Members of the Company in electronic mode at https://www.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 PARTY TRANSACTIONS:

All Contracts/transactions/arrangements entered by the Company during the Financial Year ended 31^st March, 2025 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- E 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: - NIL Foreign Currency Expenditure:-

(Rs. In Lakhs)

Particulars	Current Year
Purchase	369.53
Royalty	247.52
Legalization of Documents	25.11

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

In your company, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. Every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Lloyds Luxuries Limited. The Company also has in place

Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received : Nil

b. No. of complaints disposed of: Not Applicable

c. No. of complaints pending : Nil

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 2024-25 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 OF SHARES

The Equity Shares of the Company are continued to be listed and actively traded on the National Stock Exchange of India Limited (NSE). The listing fees payable for the financial year 2024-25 has been paid to the National Stock Exchange of India Limited. (NSE)

40. DEMATERIALIZATION OF SHARES

As on 31^st March, 2025 there were 2,38,63,663 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 100% of the total issued, subscribed and paid-up capital of the Company

41. COMPLIANCE WITH SECTIONRETARIAL STANDARDS

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

42. 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 2024 -25:

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

d. There is no requirement of web link of policy for determining material subsidiaries is disclosed as Company has no subsidiaries during 2024-25.

43. 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 : ESOP Compliance Certificate

e. Annexure - E : AOC -2.

44. 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.

For & on Behalf of the Board of Directors
Lloyds Luxuries Limited
sd/-	sd/-
Mr. Shreekrishna Gupta	Mr. Prannay Dokkania
DIN:06726742	DIN: 09621091
Date: 15th May, 2025
Place: Mumbai