lohia securities ltd share price Directors report

To

Dear Shareholders,

Lohia Securities Limited

Your Board of Directors are pleased to present their Report on the Company s business operations along with the Audited Financial Statements for the year ended 31 March 2023.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

Corporate Overview and General Information:

Your Company is engaged in the business of stock broking and depository participant. The Company has membership of National Stock Exchange of India Limited (NSE), BSE Ltd., Metropolitan Stock Exchange of India Ltd. (MSEI), Calcutta Stock Exchange Limited. It is a depository participant of National Securities Depository Limited (NSDL). Your Company is an active participant in cash market, equity derivative, currency derivative and Interest rate future and debt market through NSE; cash market, equity derivative, currency derivative and Interest rate future and debt market through BSE; and currency derivative and Interest rate future through MSEI. Your Company has also membership of commodity derivative segment of NSE and BSE

Financial Results: Standalone and consolidated:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounts) Rules, 2014.

The standalone and consolidated financial performance of the Company for the financial year ended on March 31, 2023 are summarized below:

( in lakhs except shares data)

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	24,378.95	29,978.61	24,397.09	29,995.16
Other Income	7.96	9.71	8.04	9.96
Total Revenue	24,386.91	29,988.32	24,405.13	30,005.12
Expenditure	20,668.42	27,526.85	21,133.58	27,526.84
Profit before Finance Cost and depreciation	3,718.49	2,832.49	3,736.22	2,478.28
Less: Finance Cost	384.65	338.37	384.66	384.66
Depreciation and Amortisation	79.93	27.92	80.01	37.43
Profit before exceptional items	3,253.91	2,466.20	3,271.55	2,478.28
Add: Exceptional Items	-	-	-	-
Profit before Tax	3,253.91	2,466.20	3,271.55	2,478.28
Provision for Tax:
Current Tax	796.43	622.26	800.14	625.67
Deferred Tax	31.02	10.85	32.99	13.18
Profit/ Loss after Tax	2,426.46	1,828.36	2,438.42	1,839.43
Share of Profit/ Loss from Associate Company	-	-	4.20	3.40
Balance of Profit of earlier years	4,026.82	3,134.95	4,118.09	2,743.11
Profit available for appropriation	6,453.28	4,963.31	6,560.71	4,585.94
Less: Dividend paid on Equity Shares	-9.97	-134.54	-9.56	-129.01
Add: Due to Scheme of Arrangement	-	-386.70	-	-386.70
Add: Other adjustment to Retained earnings	-	-415.25	-2.48	-415.25
Elimination due to cessation of Subsidiary	-	-	-	466.43
Transfer to Statutory Reserve	-	-	-	-3.32
Balance Carried forward	6,443.31	4,026.82	6,548.67	4,118.09
Earnings per equity shares
1. Basic	48.69	36.69	51.12	38.57
2. Diluted	48.69	36.69	51.12	38.57

The total income of the Company during the FY 2022-23 on a standalone basis was 24,386.91 lakh reflecting a decrease of 5,601.41 lakh (down by 18.68%) over previous financial year. However, the total expenses for the year were down by 6,393.85 lakh (down by 23.23%) at 21,133.00 lakh.

During the financial year, the income was lower mainly due to decrease in Sale of Products (down by 29.67%), Fees and Commission (down by 7.90%) and other income (down by 18.02%); However, there was increase in Net gain on Fair Value (up by 29.92%), and increase in Interest Income (up by 58.07%), dividend income (up by 100%) and others operating profits (up by 170.51%).

Decrease in expenses are mainly due to decrease in purchase of stock in trade (down by 35.02%), However, Employee Benefit expenses (up by 23.83%), Other expenses (up by 0.29%) Change in Inventories (increase by 165.17%), depreciation and amortization (up by 114.00%) Finance costs (up by 4.55%) Impairment of financial Instruments (up by 85.69%).

The net profit after tax was higher by 599.67 lakh (up by 32.886%) to 2,423.13 lakh as against 1,823.46 lakh in the previous financial year.

Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at 48.69 for the Financial Year ended 31st March, 2023 as against 36.69 for the Financial Year ended 31st March, 2022 and Diluted EPS stood at 48.69 as against 36.69 in the previous year.

Details of Material Changes from the end of the Financial Year till the date of this Report

No material changes and commitments have occurred after the closure of the Financial Year 2022-23 till the date of this Report, which would affect the financial position of your Company.

Performance Review Cash Market Segment

In the Cash market segment on NSE the turnover of the Company was 5,51,238.96 lakh during the year as compared to last years 5,81,137.97 lakh, registering a downfall of 5.14%. On the BSE the turnover was 11,520 lakh during the financial year as compared to 14,866 lakh of previous year, registering a fall of 22.51%.

Equity Derivative Segment

Your Companys Equity Derivative Segment of NSE posted total sales of 31,38,897.78 lakh as against total turnover of 26,11,606.86 lakh in the previous year, registering a growth of 20.19% On the BSE portal the total turnover of the Company was 669 lakh on equity derivative segment compared to 521 lakh of previous year, registering a growth of 28.41%

Currency Derivative Segment

In the Currency Derivative Segment on NSE your Company has achieved a turnover of 15,95,026.65 lakh during the financial year as compared to 4,85,805.65 lakhs of previous year, registering a increase of 228.33 %. On the BSE platform there was a total turnover of 34,455 lakh as compared to 19,389 lakh of previous year. Thus there

was an increase of 77.70% as compared to last year. However, there was a fall in turnover of 15,622 lakh on the MSEI exchange as compared to previous year.

Depository Services

There was a fall in the receipts of depository services as compared to last year. The Company could achieve a turnover of 19.33 lakh during the financial year as compared to last year of 22.86 lakh

Indian Accounting Standards

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the Financial Statements have been prepared in compliance with Ind AS. Consequently, the subsidiary and associate companies also have adopted Ind AS (irrespective of their net worth).

Dividend

Your Directors, considering the performance and a cash flow, decided to recommend a Dividend of 0.20 (2%) per Ordinary (Equity) Share of the face value of 10 each out of the Profits for the financial year ended 31st March, 2023.

The equity dividend outgo for the Financial Year 2022-23 would absorb a sum of 9.96 lakh resulting in a payout of 0.41% of the standalone net profit of the Company for the Financial Year 2022-23 [as against 9.96 lakh comprising the dividend of 0.20 per Ordinary (Equity) Share of the face value of 10 each for the previous year]. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Board of your Company decided not to transfer any amount to the General Reserve for the year under review.

Dividend Distribution Policy: In pursuance of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities as per market capitalization, calculated as on 31st March of every financial year, are required to formulate a dividend distribution policy. Your Company do not qualify among top 1000 listed entities as per market capitalization and therefore has not formulated Dividend Distribution Policy which lays down principles to be considered while declaring and payment of dividend.

Transfer to Reserves

During the year under review, there was no transfer to General Reserve (Previous year Nil).

Employee Stock Option Scheme

No shares have been issued under the Employee Stock Option Scheme, 2011 during the FY 2022-23.

B. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its subsidiaries and associates prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and associates.

The Financial Statements as stated above are also available on the website of the Company and can be accessed at the Web-link: http://www.lohiasecurities.com/bs.asp

The total income of the Company during the FY 2022-23 on a consolidated basis was 24,405.13 lakh reflecting a decrease of 5,599.99 lakh (down by 18.66%) over previous financial year. However, the total expenses for the year were lower by 6,393.26 lakh (down by 23.23%) at 21,133.58 lakh.

During the financial year, the income was lower mainly due to decrease in income from sale of products (down by 29.67%); Fees and Commission Income (down by 7.908%) . However, there was increase in Interest Income (increase of 55.49%), Dividend Income (increase by 100%), Net gain by fair value changes (increase by 29.92%) and other operating income (up by 170.51%). There was decrease in other income (down by 19.28%).

Reduction in expenses are mainly due to decrease in purchase of stock in trade (down by 35.02%), changes in inventories (up by 165.17%) Employee Benefit expenses (up by 25.35%) other expenses (up by 0.30%) and increase in Finance cost (up by 4.58%)

The net profit after tax from total operation was higher by 599.79 lakh (up by 99.42%) to 2,442.62 lakh as against 1,842.83 lakh in the previous financial year.

Merger of Trade City Commodities Private Limited, Trade City Securities Private Limited and Trade City Real Estate Private Limited with the Company

As mentioned in the previous Annual Report, the Board of Directors of your Company at its Meeting held on 1st October, 2021, subject to requisite approvals / consents, approved the Scheme of Merger by Absorption of Trade City Commodities Private Limited, Trade City Securities Private Limited and Trade City Real Estate Private Limited ("transferor companies") with the Company and their respective shareholders ("Scheme") under the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Scheme was made effective from 29th November, 2022 upon receipt of approval from the National Company Law Tribunal, Kolkata Bench ("NCLT") and such other statutory / Government authorities as directed by the NCLT. The Appointed Date of the Scheme was 1st April, 2021 and the entire assets and liabilities of transferor companies have been transferred to and recorded by the Company as per applicable accounting standards. Upon the Scheme becoming effective, no Ordinary (Equity) Shares of the Company have been issued to the shareholders of transferor companies as all the shares are held by your company and its nominees as on Record Date. The shares held in transferor companies by the Company and its nominee shareholders stand cancelled upon the Scheme becoming effective. Accordingly, the Merger by Absorption of transferor companies with the Company stands completed.

C. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.

Your Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

D. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

E. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis. During the year under review, your Company had not entered into any Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements.

The confirmation that there are Nil Material Related Party Transactions, as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as Annexure G, which forms part of this Annual Report.

F. AUDITORS

Statutory Auditors and Auditors Report

Messrs Patni & Co., Chartered Accountants (ICAI Firm Registration Number 320304E) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 28th Annual General Meeting (AGM) held on 24th September, 2022, until the conclusion of the 33rd AGM of the Company to be held in the year 2027.

The Auditors Report for FY 2022-23 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Internal Auditors:

Company has in place an adequate internal audit framework to monitor the efficacy of internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, on independent and reasonable assurance on the adequacy and effectiveness of the organisations risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

For the financial year 2022-23, the Company had appointed M/s. V. Goyal & Associates, Chartered Accountants as the Internal Auditors for conducting internal audit of systems and processes, providing of observations and recommendations to strengthen the internal control framework and advise on internal control process gaps of the Company. Company has reappointed M/s. V. Goyal & Associates as the Internal Auditors for conducting Internal audit of the Company for the financial year 2023-24.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. K Arun & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the company for the financial year 2023-24. The report of the Secretarial Audit is annexed herewith as Annexure - C. All the necessary measures have already been initiated by the Company as suggested by Secretarial Auditor in their report.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. K Arun & Co. has been submitted to the Stock Exchanges and is annexed at Annexure D to this Boards Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31st March, 2023 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2022-23.

Cost Audit

The maintenance of cost records and conducting of cost audit in accordance with the provisions of section 148(1) of the Companies Act, 2013 are not applicable as the Company is not involved in the business of production or manufacturing of goods or providing of services as is mentioned under Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

Boards Response on Auditors Qualification, Reservation or Adverse Remark or Disclaimer Made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in their Secretarial Audit for FY 2022-23.

Reporting of Frauds by Auditors

During the year, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees which has to be reported in the Annual Report.

G. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186(4) of the Companies Act, 2013 are provided in the Notes to Financial Statements.

H. EMPLOYEES

Key Managerial Personnel (KMP)

The Company is having the following Key Managerial Personnel during the year Designation

Mr. Hari Kishan Lohia, Whole-time Director (Retail Trade)

Mr. Mahesh Kumar Baja Whole-time Director (Institutional Trade)

Mr. Rajesh Kumar Bajaj, Whole-time Director (Research)

Mr. Sudheer Kumar Jain, Whole-time Director Mr. Sujit Kumar Sharma, CFO Mr. Narendra Kumar Rai, Company Secretary Particulars of Employees

The ratio of the remuneration of each Director to the median employees remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure E

None of the employees of the Company is in receipt of remuneration coming under purview of the said Section/Rule.

A Statement comprising of top 10 employees in terms of remuneration drawn is annexed Annexure H. The said Annexure is not being sent along with this Annual Report to the Members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

I. BOARD & COMMITTEES

During the Financial Year 2022-23, there was no change in the Directors of the Company.

(a) Appointment of Directors

Members of the Company at 28th Annual General Meeting held on 24th September, 2022, approved reappointment of Mr. Hari Kishan Lohia (DIN: 00081055) and Mr. Rajesh Kumar Bajaj (DIN: 00080664) as Directors liable to retire by rotation.

(b) Retirement by rotation

In accordance with the provision of Section 152 of the Companies Act, 2013, Rules framed thereunder and Articles of Association of your Company, Mr. Mahesh Kumar Bajaj (DIN: 00080157), Whole-time Director of the Company is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment In terms of Section 102 of the Companies Act, 2013,

Brief Profile and other information of Mr. Mahesh Kumar Bajaj as required under Regulation 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in the Notice of the 29th AGM of the Company. The above proposals for re-appointment forms part of the Notice of the 29th AGM and the relevant Resolutions are recommended for approval of the Members of the Company.

(c) Members of the Company at the EGM held through virtual mode on 11th July, 2023 had re-appointed Mr. Hari Kishan Lohia, Mr. Mahesh Kumar Bajaj and Mr. Rajesh Kumar Bajaj as Whole-time Directors of the Company for a period of three years with effect from 15th April ,2023

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: :

(i) that in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departure;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis and the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.;

(v) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Board Evaluation

The evolution framework for assessing the performance of the Directors of the Company comprises of contributions at the meeting(s) and strategic prospective or inputs regarding the growth and performance of the Company, amongst others.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, all the committees of the Board and the directors individually including chairman and Whole-time Directors and Independent Directors in accordance with the criteria of evaluation approved by the Nomination and Remuneration Committee.

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues ate brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, ("IICA").

Policies

Your Company has adopted the following Policies which, inter alia, include criteria for determining qualifications, positive attributes and independence of a Director:

(a) Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management;

(b) Policy for remuneration of the Directors, Key Managerial Personnel and other employees.

Policy (a) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, succession planning for Directors and Senior Management, and Policy statement for Talent Management framework of the Company. Policy (b) mentioned above sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company. Policies mentioned at (a) and (b) above are available on the website and can be accessed in the Governance section at the Web-link: http://customerfirst.info/lohia/ Nomination and Remuneration Policy.pdf

Familiarisation Programme for Independent Directors / Non-Executive Directors

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new NonExecutive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc

Board Meetings and Annual General Meeting

Seven Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of the Boards Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013. The 28th Annual General Meeting (AGM) of the Company was held on 24th September, 2022 through Video Conferencing/Other Audio Visual Means.

Further, a Meeting of the Equity Shareholders of your Company was convened on 1st July, 2022 through VC / OVAM facility as per the directions of the Honble National Company Law Tribunal ("NCLT"), Kolkata Bench vide its Order dated 20th May, 2022.

Committees of the Board

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2023, the Board has following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Independent Directors Committee

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees, including its terms of reference is provided in the Corporate Governance Report. The Composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company http://customerfirst.info/lohia/Whistle%20Blower%20Policy. pdf

Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report. The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of directors and employees of the Company is set out in Annexure F and H to this Report.

Risk Management Policy and Internal Financial Control

The Company has a risk management policy, the objective of which is to lay down a structured framework for identifying potential threats to the organisation on a regular basis, assessing likelihood of their occurrence, designate risk owners to continually evaluate the emergent risks and plan measures to mitigate the impact on the Company, to the extent possible. The framework and the system are reviewed from time to time to enhance their usefulness and effectiveness. The policy recognizes that all risks in the business cannot be eliminated but these could be controlled or minimised through effective mitigation measures, effective internal controls and by defining risk limits.

A comprehensive Risk Management Framework has been put in place for each of the businesses segments of the Company which is stringently followed for the management of risks, including categorization thereof based on their impact on the organization. Such categorization gives highest weightage to the risks which have the potential to threaten the existence of the Company. The risks with higher severity receive more attention and management time and it is the endeavour of the Company to strengthen internal controls and other mitigation measures on a continuous basis to improve the risk profile of the Company.

Risk Management System has been integrated with the requirements of internal controls as referred to in Section 134(5)(e) of the Companies Act, 2013 to evolve risk related controls.

Key Financial Ratio

Key financial Ratios for the financial year ended March 31, 2023, are provided in the Management Discussion and Analysis Report.

Report on Corporate Governance

In terms of requirements of Regulation 34 of the SEBI LODR, a Report on Corporate Governance together with Auditors Certificate regarding compliance of Conditions of Corporate Governance is attached as Annexure - E forming part of this Report.

Consolidated Financial Statement

In accordance with Section 136 of the Companies Act, 2013 and Regulation 34 of the Listing Regulations read with other applicable provisions, your Directors have attached the Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, prepared in accordance with applicable Ind AS, which form a part of the Annual Report. The financial statements including consolidated financial statements and the audited accounts of the subsidiary are available on the Companys website http://www.lohiasecurities.com.

Accordingly a statement in Form AOC-1 (Annexure-A ) is attached to the Financial Statements of the Company for your information.

Performance Subsidiary and Associates:

During the financial year under review, your company has one 100% subsidiary and one associates Company. Details of their business and operations are given below:-

Trade City Barter Private Limited is a non-banking finance company and is engaged in investment and financing activities. The Company has a net profit of 12.36 lakhs compared to last years net profit of 16.60 lakh. Revenue from operations were mainly from interest income on unsecured loans, dividend income and net gain on fair value changes. Other Income comprises of Interest on Income tax refund.

Daadi Stock Broking Private Limited is mainly engage in the business of selling and investment in securities. It is an associate company of Lohia Securities Ltd. in which Lohia Securities Ltd. is itself holding 43.81% of the paid-up share capital. During the year under review the Company has a net profit of 9.59 lakh (last year 7.75 lakh). Operating revenue was derived from commission received and gain on financial instrument at fair value. It had other income from Interest on Unsecured loan, on fixed deposit and IT refund and dividend income from investments.

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated financial statements of the Company and all its subsidiary companies have been prepared and duly audited by the auditors, and form part of the Annual Report. Statement containing salient features of the financial statements of the subsidiaries is given in Form AOC-1 and note 46 of the Consolidated financial statements and forms part of this report as Annexure-A

The Company will make available the Annual Accounts of the Subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary companies.

Material Subsidiary

In accordance with the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations), the unlisted subsidiary of this Company is not a material subsidiary. The Company has formulated a policy for determining material subsidiary. The policy can be accessed at the Companys website at http://www.lohiasecurities.com

Merger of Wholly owned Subsidiaries

As mentioned in the previous Annual Report, the Board of Directors of your Company at its Meeting held on 1st October, 2021, subject to requisite approvals/consents, approved the Scheme of Merger by Absorption of Trade City Commodities Private Limited, Trade City Real Estate Private Limited and Trade City Securities Private Limited, all wholly owned subsidiaries of Lohia Securities Limited with the Company and their respective shareholders ("Scheme" under the provisions of Section 230 to 232 of the Companies Act, 2013.

During the year, the Scheme has become effective from 29th November, 2022, post receipt of approvals from National Company Law Tribunals, Kolkata Bench ("NCLT"). The appointed date of merger was 1st April, 2021 and the entire assets and liabilities of these subsidiaries have been transferred to and recorded by the Company at book values. The entire share capitals of these companies were held by the Company. Upon the scheme being effective, all shares held by the Company in these subsidiaries stand cancelled, without any further act or deed and no consideration has been discharged on merger. Accordingly, the merger by absorption of these subsidiaries with the Company stands completed. The Company has moved applications to the various Exchanges for transfer of membership of these subsidiaries in its favour.

J. CORPORATE SOCIAL RESPONSIBILITY

The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2023, in accordance with section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure I to this Report.

Business Responsibility Report

The provisions of Regulation 34 of the Listing Regulations require every company ranked under top 1000 listed entities of India as per market capitalisation, to prepare and annex a business responsibility report to the annual report of the Company.

Accordingly, the requirement of business responsibility reporting has not become applicable on the Company on the basis of its ranking among the top 1000 listed companies in India as per the market capitalisation issued by BSE as on 31st March, 2023.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

Change in nature of Business:

During the financial year under review, there has been no change in the nature of business of the Company. Deposits

The Company has neither accepted nor renewed any deposits during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules, 2014 applies. No deposit has remained unpaid or unclaimed at the end of the year under review.

Going Concern Status

No significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operation in the future.

Compliance System

Based on quarterly reports on the status of statutory compliance from Departmental Heads/ Responsibility Centers, the Company Secretary issues Certificate under Section 205 of the Companies Act, 2013 (Act) and Rules made thereunder. The Certificate is also endorsed by the Whole-time Director of the Company and placed before the Audit Committee and Board of Directors for review.

The status of Statutory Compliance is verified by the Internal Auditors and Secretarial Auditors pursuant to Sections 138 and 204 of the Companies Act, 2013 as well as Annual Secretarial Compliance Report pursuant to Reg. 24A of Listing Regulations.

Significant and Material Orders Passed by the Courts/ Regulators

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2023, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditors Report and Financial Statements which form part of this Annual Report. During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by / against Lohia Securities Limited under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application / proceeding by / against Lohia Securities Limited under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2023.

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

The Company has a Prevention of Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period under review, no complaint was received by the Internal Complaint Committee.

Conservation of Energy and Technology Absorption

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earning and Outgo

Your Company has not earned any foreign exchange during the year under review (Previous year - Nil). The Company has not incurred any expenses in foreign currency (last year- Nil) during the financial year.

Risk Management

The Company, as an Intermediary (Stock Broker and Depository Participant) is registered with the Securities and Exchange Board of India (SEBI) and is required to comply with the prescribed risk management measures. Accordingly, the quarterly status of various risks being faced by the Company and measures for mitigation thereof are placed before the Audit Committee and Board of Directors of the Company, for review and appropriate measures. Further details about the pertinent risks are contained in the statement of Management Discussion and Analysis (Annexure B).

K. EMPLOYEES Particulars of Employees

The ratio of the remuneration of each Director to the median employees remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure E

None of the employees of the Company is in receipt of remuneration coming under purview of the said Section/Rule.

A Statement comprising of top 10 employees in terms of remuneration drawn is annexed Annexure H. The said Annexure is not being sent along with this Annual Report to the Members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

L. SECRETARIAL

Share Capital

During the year under review, the Authorised Share Capital of the Company stood increased to 1700 lakhs divided into 1,70,00,000 Equity Shares of 10 each (increased by 950 lakhs) pursuant to the Scheme of Merger by Absorption of three wholly owned subsidiaries viz. Trade City Securities Private Limited, Trade City Commodities Private Limited and Trade City Real Estate Private Limited with the Company becoming effective from 29th November, 2022.

There was no change in the issued, subscribed and paid-up Share Capital of the Company consequent to the above merger since these subsidiaries were wholly owned company of this Company. The paid up Equity Share Capital as on 31st March, 2023 was 498.725 lakh dividend into 49,83,000 Equity Shares of 10 each and inclusive of 0.425 lakh received on 17,000 forfeited shares.

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity Shares:

Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

Company has not issued any bonus shares during the year under review.

d. Employees Stock Option Plan:

The Company has not provided any stock option scheme to the employees.

e. Fresh Issue of Shares:

During the year under review Company has not issued and allotted any fresh shares

Compliance with the provisions of Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at http://www.lohiasecurities.com/annret.asp

M. POLICIES

The details of the Key Policies adopted by the Company are mentioned at Annexure-J to the Boards Report.

N. GENERAL

None of the Executive Director(s) received any remuneration or commission from any of the subsidiaries of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. There has been no change in the nature of business of your Company.

6. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

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

Acknowledgement

The Board takes this opportunity in expressing their gratitude and appreciation to the various Government Authorities, Companys stakeholders, bankers, business associates, consultants for their continued support extended to the Company. The Board also acknowledges the continuous support received from its shareholders, valued clients, suppliers and employees of the Company,

	On behalf of the Board of Directors
	Mahesh Kumar Bajaj	Sudheer Kumar Jain
Place : Kolkata	Whole-time Director (Institutional trade)	Whole-time Director
Date : 14th August, 2023	DIN:00080157	DIN: 00075103