Dear Shareholders,
Your Directors are pleased to present the 2nd Annual Report and Audited Statement of Accounts of the Company for the year ended March 31, 2025.
FINANCIAL SUMMARY AND HIGHLIGHTS
Financial performance of the Company for the year is summarized below:
| Standalone Results | Consolidated Results | |
| Particulars | 2024-25 | 2024-25 |
| Revenue from operations | 13101.04 | 13768.72 |
| Other Income | 127.74 | 96.01 |
| EBITDA | 2201.05 | 2286.02 |
| Less: Finance Cost | 134.74 | 153.41 |
| Less: Depreciation/Amortization | 482.14 | 508.33 |
| Share ofnetprofit/(loss) venture ofjoint | - | - |
| Profit / (Loss) Before Tax (PBT) | 1584.17 | 1624.28 |
| Less: Tax expense | 397.92 | 445.87 |
| Profit / (Loss) After Tax (PAT) (A) | 1186.25 | 1178.41 |
| Other Comprehensive Income (OCI) (B) | 22.38 | 13.46 |
| Total Comprehensive Income (A+B) | 1208.63 | 1191.87 |
Material Changes and Commitments, if any, affecting the Financial Position
In the financial year 2023-24, a Scheme of Arrangement ("Scheme") was filed before the Honble National Company Law Tribunal, Allahabad Bench ("NCLT"), involving Lohia Trade Services Limited (formerly known as Lohia Corp Limited) ("LTSL") and Lohia Corp Limited [formerly known as Kanpur Packaging Machines Limited] ("LCL"). The Scheme provided for the demerger of the Technical Textile Machinery Business as defined therein( the ‘Core Business/‘Undertaking), together with all estate, assets, liabilities, rights, titles, claims, interests, and authorities, related thereto, including all accretions and appurtenances thereto from LTSL to LCL as a going concern, in accordance with the provisions of the Companies Act, 2013. NCLT sanctioned the Scheme by its order dated 16 April, 2024, which became effective on 01th May 2024, with the Appointed Date being April 01, 2024.
Performance and Outlook of Future:
During the year under review, the Company reported a consolidated Revenue from Operations of Rs.13,768.72 million with an EBITDA of Rs.2,286.02 million, while the standalone Revenue from Operations stood at Rs.13,101.04 million with an EBITDA of Rs.2,201.05 million. These results reflect the performance post implementation of the Scheme, under which the ‘Core Business of LTSL stood vested in LCL with effect from April 01, 2024.
The performance during the year under review was driven by operational efficiency, streamlined cost structure and continued focus on customer-centric solutions across geographies.
Following the successful implementation of the Scheme, the Company is well-positioned for long-term growth with focus on Core Business. As a leading end-to-end solution provider for the entire eco-system of woven plastics, offering services from concept to commissioning, your Company continues to strengthen its market position backed by global sales network.
Dividend
The Board of Directors have recommended a final dividend of Rs.1.75/- (One rupee and seventy-five paise only) per equity share of Rs.1/- (Rupees One only) each fully paid-up of the Company for the Financial year 2024-2025. Dividend is subject to approval of members at the ensuing 2nd Annual General Meeting and shall be subject to deduction of income tax at source.
Initial Public Offering
The Company proposes to make an initial public offer by way of offer for sale, by existing shareholders, in accordance with the (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations") on such terms, in such manner, at such time and at a price to be determined by the book building process in accordance with applicable laws. Approval of the members for the proposed IPO would be sought in the ensuing Annual General Meeting.
Share Capital
At the beginning of the financial year, the Companys authorised share capital was Rs.10,00,000 (Rupees Ten Lakhs only), comprising 10,00,000 equity shares of Rs.1 (Rupee One only) each.
During the year under review, the Capital Clause of Memorandum of Association of the Company was altered by increase of authorised share capital of the Company vide Special Resolution passed in the Extra-Ordinary General meeting dated 15th May, 2024 from Rs.10,00,000 (Rupees Ten Lakhs) divided into 10,00,000 equity shares of Rs.1 each to Rs.12,60,00,000 [Rupees Twelve Crores Sixty Lakhs] divided into 12,60,00,000 equity shares of Rs.1/- each.
Further, pursuant to the terms of the Scheme of Arrangement, an amount of Rs.12,50,00,000 (Rupees Twelve Crores Fifty Lakhs only), representing 12,50,00,000 equity shares of Rs.1 each, was transferred from the authorised share capital of LTSL to the authorised share capital of the Company, without any further act or deed. Accordingly, as on March 31, 2025, the authorised share capital of the Company stands at Rs.25,10,00,000 (Rupees Twenty-Five Crores Ten Lakhs only), comprising 25,10,00,000 equity shares of Rs.1 each.
Crisil Rating
The credit rating assigned by CRISIL for the Companys various bank facilities is ‘AA-/Stable/A1+, reflecting its strong market position, robust operating efficiency, and healthy financial
Quality Standards
Your Company is accredited with the ISO 9001:2015 certification by Det Norske Veritas, Netherlands, confirming that its Quality Management System complies with ISO 9001:2015 standards.
Consolidated Financial Statements
In accordance with the provisions of the Companies Act, 2013 ("the Act") read with Ind AS 110-Consolidated Financial Statements, Ind AS 28-Investments in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the consolidated audited financial statement forms part of this Annual Report.
Subsidiary, Joint Venture and Associate Companies
The Company has one Indian and three overseas wholly owned subsidiaries, as well as one Indian and one overseas joint venture. Details of which are provided in a statement in Form
AOC-1, containing salient features of the financial statement of subsidiaries and joint venture as on March 31, 2025 forms part of the consolidated financial statements in the Annual Report.
Secretarial Standards
The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
Directors Responsibility Statement
Pursuant to the requirements of Section 134(5) of the Companies
Act, 2013, the Directors confirm:
• that in the preparation of the annual accounts, the applicable accounting standards have been followed.
• that the Directors have selected such accounting policies and applied them 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 of the Company for that period.
• that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
• that the Directors have prepared the annual accounts on a going concern basis.
• that 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 • that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that . such systems are adequate and operating effectively.
Contracts or arrangements with Related Parties
All contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on arms length basis.
There were no materially significant transactions with Related Parties during the FY 2024-25 which were in conflict with the interest of the Company.
Suitable disclosures as required under Ind AS 24 have been made in the Notes to the Standalone financial statements.
Risk Management
The Company has a structured Group Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee has been entrusted with the responsibility to assist the Board in:
a) overseeing the Companys enterprise wide risk management framework;
b) ensuring that all material strategic and commercial risks including cybersecurity, safety and operations, compliance, control and financial risks have been identified and assessed; and
c) ensuring that all adequate risk mitigation measures are in place to address these risks.
The Board of Directors reviewed the risk assessment and procedures involved in the Company and is of the opinion that there are no risks which may threaten the existence of the Company.
Internal Control Systems
Given the nature of business and size of operations of Core Undertaking, your Companys Internal Control System were designed to provide for:
• Accurate recording of transactions with internal checks and prompt reporting.
• Adherence to applicable Accounting Standards and Policies.
• Compliance with applicable statutes, policies and management policies and procedures.
• Effective use of resources and safeguarding of assets.
The Internal Control System provides for well documented policies/ guidelines, authorisations and approval procedures. The Internal Auditors carry out periodic audits at all locations and functions and bring out deviation, if any, in the Internal Control procedures. The observations arising out of the audit were periodically reviewed and compliance ensured. The summary of the Internal Audit observations and status of implementation were submitted to the Audit Committee.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Paritosh Kumar Mukherjee, Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, have recommended his re appointment.
During the year under review, the following changes took place in the composition of the Board of Directors (five) consecutive years, at the 1 and Key Managerial Personnel of the Company:
Subsequent to the close of the financial year, the Board
Directors, based on the recommendations of the Nomination & Remuneration Committee and the Audit Committee, appointed
Mr. Gaurav Lohia as Whole-time Director & Chief Operating Officer of the Company with effect from April 25, 2025. His appointment was duly approved by the shareholders on 27th May 2025.
Additionally, Mr. K.G. Gupta resigned from the position of Chief Financial Officer effective April 24, 2025. On the recommendation of the Nomination & Remuneration Committee and the Audit Committee, the Board appointed Mr. Anupam Agarwal as Chief Financial Officer with effect from April 25, 2025.
The Company has received declarations from all the Independent
Directors of the Company confirming that:
56 a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and
b) they have registered their names in the Independent Directors Databank.
The Company has devised Nomination & Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company.
The Companys remuneration policy is directed towards rewarding performance, based on review of achievements.
The remuneration policy is in consonance with existing industry practice. There has been no change in the policy during the year under review. The said policy is available on the Companys website and can be accessed at https://www.lohiagroup.com/ investor-relations
Criteria For Making Payment to Non-Executive Directors
Your Company compensates its Non-Executive Director(s) by paying sitting fees for attending meetings of the Board, its committees, or any other meetings, in accordance with the limits prescribed under the Companies Act, 2013.
Auditors and Auditors Report
Auditors
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013) and M/s Anil Pariek & Garg, Chartered Accountants, (Firm Registration No.: 01676C), were appointed as the Auditors of the Company for a term of 5 st Annual General Meeting held on August 27, 2024. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.
The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations and comments, appearing in the Auditors Report, are self-explanatory and do not call for any
Directors as furtherexplanation/ provided under section 134 of the Act.
Cost Auditors
The Board had re-appointed M/s. Rakesh Misra & Co., Cost Accountants, for the FY 2025-26, as Cost Auditors for conducting the audit of cost records of products and services of the Company for various segments as per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.
In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.
Secretarial Auditor
The Board has appointed M/s. Adesh Tandon & Associates, Practising Company Secretaries, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed and marked as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Disclosures
Meetings of the Board
The Board of Directors met 7 (Seven) times during the year under review. The details of board meetings are provided below:
Sr. No. Date of Board Meeting
1 01.05.2024
| 1 | 01.05.2024 |
| 2 | 09.05.2024 |
| 3 | 02.06.2024 |
| 4 | 24.06.2024 |
| 5 | 01.08.2024 |
| 6 | 21.09.2024 |
| 7 | 15.01.2025 |
Furthermore, in accordance with the requirements of the Companies Act, 2013, a meeting of the Independent Directors was held to evaluate the performance of the Non-Independent Directors, the Board as a whole, and the Chairman & Managing Director of the Company.
Board Committees
The following committees were constituted during the year under review:
1. Audit Committee
| Name of Director | Position on the Committee |
| Mr. Basant Seth | Chairman |
| Mr. Naresh Kumar Gupta | Member |
| Ms. Keith Reddy Padmaja Reddy | Member |
| Mr. Ujjal De | Member |
2. Nomination & Remuneration Committee
| Name of Director | Position on the Committee |
| Mr. Gaurav Swarup | Chairman |
| Mr. Naresh Kumar Gupta | Member |
| Mr. Ujjal De | Member |
| Mr. Raj Kumar Lohia | Member |
3. Corporate Social Responsibility Committee
| Name of Director | Position on the Committee |
| Mr. Raj Kumar Lohia | Chairman |
| Mr. Dinesh Kumar Mittal | Member |
| Mr. Ujjal De | Member |
4. Risk Management Committee
| Name of Director | Position on the Committee |
| Mr. Dinesh Kumar Mittal | Chairman |
| Mr. Basant Seth | Member |
| Mr. Rajendra Kumar Arya | Member |
| Mr. KG Gupta | Member |
Subsequent to the closure of the financial year, the Board of Directors constituted the Stakeholders Relationship Committee and reconstituted the Nomination & Remuneration Committee, Risk Management Committee, and Audit Committee. The details of their composition are provided below:
1. Stakeholder Relationship Committee
| Name of Director | Position on the Committee |
| Mr. Naresh Kumar Gupta | Chairman |
| Mr. Basant Seth | Member |
| Mr. Raj Kumar Lohia | Member |
2. Nomination & Remuneration Committee
| Name of Director | Position on the Committee |
| Mr. Gaurav Swarup | Chairman |
| Mr. Naresh Kumar Gupta | Member |
| Mr. Basant Seth | Member |
| Mr. Raj Kumar Lohia | Member |
3. Risk Management Committee
| Name of Director | Position on the Committee |
| Mr. Dinesh Kumar Mittal | Chairman |
| Mr. Basant Seth | Member |
| Mr. Rajendra Kumar Arya | Member |
| Mr. Anupam Agarwal | Member |
4. Audit Committee
| Name of Director | Position on the Committee |
| Mr. Basant Seth | Chairman |
| Mr. Naresh Kumar Gupta | Member |
| Ms. Keith Reddy Padmaja Reddy | Member |
Vigil Mechanism and Whistle-blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
Prevention of Sexual Harassment at Workplace
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. Training/awareness programme are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.
Particulars of Loans, Investments, Guarantees and Securities
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are disclosed in the Standalone Financial Statement.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure A to this Report.
Annual Return
As per the provisions of Section 134(3)(a) read with Section 92(3), copy of Annual Return of the Company shall be placed on its website once it is filed with the office of Registrar of
Companies, Uttar Pradesh and can be accessed through the following link- https://www.lohiagroup.com/investor-relations
General
Your Directors confirm that no disclosure or reporting is required for the following matters, as there were no transactions, instances, or the provisions were not applicable during the year under review:
• Transfer to Reserves
• Details relating to deposits covered under Chapter V of the Act.
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Neither the Managing Director nor the Whole-time Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• There has been no change in the nature of business of the Company.
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• There was no instance of one-time settlement with any Bank or Financial Institution.
• Corporate Social Responsibility
• Particulars of employees and related disclosures
Acknowledgement
The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, customers, vendors, members during the year under review.
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