Lohia Securities Ltd Directors Report

Dear Members,

Lohia Securities Limited

Your Board of Directors are pleased to present their 30^th Annual Report on the Company s business operations along with the Audited Financial Statements for the year ended 31 March 2024.

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 31,2024 are summarized below:

(Rs. in lakhs)

Particulars		Standalone				Consolidated
		FY 2023-24	FY2022-23			FY2023-24	FY 2022-23
Revenue from Operations		35,165.51	24,378.95			35,195.69	24,397.08
Other Income		0.01	7.96			0.01	8.04
Total Revenue		35,165.52	24,386.91			35,195.70	24,405.12
Expenditure		31,369.05	20,668.42			31,370.28	20,668.90
Profit before Finance Cost and depreciation		3,796.47	3,718.49			3,825.42	3,736.22
Less: Finance Cost		363.90	384.65			363.90	384.66
Depreciation and Amortisation		95.72	79.93			95.79	80.01
Profit before exceptional items		3,336.85	3,253.91			3,365.73	3,271.55
Add: Exceptional Items		-	-			-	-
Profit before Tax		3,336.85	3,253.91			3,365.73	3,271.55
Provision for Tax:
Current Tax		892.25	796.43			896.32	800.14
Deferred Tax		(41.14)	31.02			(38.60)	32.99
Profit/ Loss after Tax		2,485.74	2,426.46			2,508.01	2,438.42
Share of Profit/ Loss from Associate Company		-	-			8.68	4.20
Profit/ (Loss) for the period		2,485.74	2,426.46			2,516.69	2,442.62
Particulars	Standalone				Consolidated
Balance of Profit of earlier years	6,443.31			4,026.82	6,548.67		4,118.09
Profit available for appropriation	8,929.05			6,453.28	9,065.36		6,560.71
Less: Dividend paid on Equity Shares	-9.96			-9.97	-9.55		-9.56
Transfer to Statutory Reserve	-			-	-4.54		-2.48
Reclassification of loss on written off of FVTOCI Equity instruments					-18.52
Balance Carried forward	8,919.09			6,443.31	9,032.75		6,548.67
Earnings per equity shares
1. Basic	49.88			48.69	52.67		51.12
2. Diluted	49.88			48.69	52.67		51.12

State of Company Affairs

During the year under consideration, following financial developments have taken place -

Total Income for the FY 2023-24 was 35,165.52 Lakhs as against 24,386.91 Lakhs in FY 2022-23. The increase of total income of 10,778.91 lakh over previous year was up by 44.20%.

• For FY 2023-24 EBIDTA was at 3,796.47 Lakhs compared to 3,718.49 Lakhs in FY 2022-23

• The PAT for FY2023-24 stood at 2,485.84 Lakhs compared to 2,426.46 Lakhs in FY2022-23.

• Companys debt-equity ratio remains same as 0.30 in 2024 and in 2023. While Net debt-equity ratio came to 0.18 in FY24 from 0.23 in FY23

• Net Worth of the Company increased to 11,017.71 Lakhs as on March 31,2024 as compared to 8,535.86 Lakhs as on March 31,2023.

Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at 49.88 for the Financial Year ended 31st March, 2024 as against 48.69 for the Financial Year ended 31st March, 2023 and Diluted EPS stood at 49.88 as against 48.69 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 2023-24 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 8,63,243.71 lakh during the year as compared to last years 5,51,238.96 lakh, registering an increase of 56.60%. On the BSE the turnover was 8,60,167 lakh during the financial year as compared to 11,520 lakh of previous year, registering a growth of 7366.73%.

Equity Derivative Segment

Your Companys Equity Derivative Segment of NSE posted total sales of 66,05,732.09 lakh as against total turnover of 31,38,897.78 lakh in the previous year, registering a growth of 110.45% On the BSE portal the total turnover of the Company was 25,587 lakh on equity derivative segment compared to 669 lakh of previous year, registering a growth of 3724.66%

Currency Derivative Segment

In the Currency Derivative Segment on NSE your Company has achieved a turnover of 16,47,459.32 lakh during the financial year as compared to 15,95,026.65 lakhs of previous year, registering a increase of 3.29 %. On the BSE platform there was a total turnover of 19,878 lakh as compared to 34,455 lakh of previous year. Thus there was fall of 42.31% as compared to last year. However, there was a fall in turnover of 584.66 lakh on the MSEI exchange as compared to previous year.

Commodity Derivative Segment

In the Commodity Derivative Segment on NSE the turnover was 2,088.79 lakh during the year 2023-24. On the BSE the turnover was 2 lakh. The turnover on MCX was 126,419.64 lakh and on NCDEX 4,298.40 lakh during the financial year 2023-24.

Depository Services

There was increase in the receipts from depository services of 9.01 lakh as compared to last year. The Company could receive a depository income of 28.32 lakh during the financial year as compared to last year of 19.33 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 0.50 (5%) per Ordinary (Equity) Share of the face value of 10 each out of the Profits for the financial year ended 31st March, 2024.

The equity dividend outgo for the Financial Year 2023-24 would absorb a sum of 24.915 lakh resulting in a payout of 1.00% of the standalone net profit of the Company for the Financial Year 2023-24 [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.

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. Dividend payout is determined based on available financial resources, investment requirements and taking into account optimal shareholder return.

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 2023-24.

B. CONSOLIDATED FINANCIAL STATEMENTS

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

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 2023-24 on a consolidated basis was 35,195.70 lakh as compared to last year of 24,405.13 lakh reflecting an increase of 10,790.57 lakh (increased by 44.21%) over previous financial year. However, the total expenses for the year were increased by 10,696.39 lakh (up by 23.23%) at 31,829.97 lakh compared to last year21,133.58 lakh.

During the financial year, the income increased mainly due to increase in income from sale of products (up by 58.62%); Net gain by fair value changes (increase by 6.54%), Fees and Commission Income (up by 58.79%), interest income (up by 24.10%) and Other Operating Income (up by 52.97%). However, there was decrease in dividend income (down by 2.21%). There was decrease in other income (down by 99.88%).

Increase in expenses are mainly due to increase in purchase of stock in trade (up by 62.01%), Employee Benefit expenses (up by 45.68%), fees and commission expenses (up by 179.18%), Impairment on Financial Instruments (increased by 414.28%) and other expenses (up by 0.30%) compared to last year. However, there was a fall in Finance cost (down by 5.40%) change in inventories (down by 164.54%).

The net profit after tax from total operation was higher by 68.59 lakh (up by 2.85%) to 2,508.01 lakh as against 2,438.42 lakh in the previous financial year.

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. 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.

E. 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 2023-24 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

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 2023-24, 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 2024-25.

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 2024-25. 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

Pursuant to the provisions of Regulation 24A of the Listing Regulations read with SEBI Circular dated 8th February, 2019, the Board of Directors of the Company had appointed M/s. K Arun & Co., Practicing Company Secretaries firm to conduct annual secretarial audit of FY 2023-24 pertaining to compliance of all applicable SEBI Regulations and circular/ guidelines issued thereunder. The Annual Secretarial Compliance Report is annexed at Annexure-D to this Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31st March, 2024 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 2023-24.

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 2023-24.

As regard to observation of Secretarial Auditor in Secretarial Compliance Report for non-maintenance of software under Regulation 3(5) and 3(6) of SEBI (PIT) Regulation, 2015, the Company has already taken necessary steps to install separate SDD software as required and in line with Regulations

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.

F. 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.

G. 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.

H. BOARD & COMMITTEES

During the Financial Year 2023-24, there was no change in the Directors of the Company.

(a) Appointment of Directors

Members of the Company at the 29^th Annual General Meeting held on 26th September, 2023, approved reappointment of Mr. Mahesh Kumar Bajaj (DIN: 00080157) 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. Sudheer Kumar Jain (DIN: 00075103), 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. Sudheer Kumar Jain as required under Regulation 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in the Notice of the 30th AGM of the Company. The above proposals for re-appointment forms part of the Notice of the 30th 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 11^th 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 15^th April, 2023.

(d) The Board on the recommendation of the Nomination & Remuneration Committee has recommended for the approval of the Members the appointment of Mr. Jitesh Agarwal (DIN: 03030373) as a Director and also as an Independent Director of your Company for a period of five years with effect from 29/08/2024. Mr. Agarwal has the required integrity, expertise and experience for appointment as an Independent Director of your Company.

(e) The Board on the recommendation of the Nomination & Remuneration Committee has recommended for the approval of the Members the appointment of Mr. Prakash Chand Baid (DIN: 00462276) as a Director and also as an Independent Director of your Company for a period of five years with effect from 29/08/2024. Mr. Baid has the required integrity, expertise and experience for appointment as an Independent Director of your Company.

(f) Further on the recommendation of the Nomination and Remuneration Committee, the Board has recommended for the approval of the members, the appointment of Shri Ankit Lohia (DIN:00552987) as a director, liable to retire by rotation, and also as a Whole-time Director of your Company for a period of two years with effect from 29th August, 2024.

(g) Shri Sudheer Kumar Jain will complete his present term as the Whole-time Director of your Company on 25^th September, 2024. The Board, on the recommendation of the Committee, has also recommended for the approval of the Members, re-appointment of Mr. Jain as a Director, liable to retire by rotation, and as the Whole-time Director of your Company for a period of three years with effect from 1st April, 2024.

(h) Subsequent to the year end, Shri Vineet Goenka (DIN:00079400) ceased to be an Independent Director of the Company with effect from 24^th September, 2024 on completion of his second term. Shri Goenka was initially appointed as a Director on the Board of the Company on 17-05-2004. He was appointed for a first term of five consecutive years as Independent Director of your Company from 27^th September, 2014 and subsequently re-appointed for the second term commencing from 25^th September, 2019 to 24^th September, 2024.

(i) Shri Sameer Bajajs (DIN: 00078805) second term as an Independent Director of the Company will end on 24^th September, 2024. He joined the Board of the Company on 31-03-2008. He was appointed for a first term of five consecutive years as Independent Director of your Company from 27^th September, 2014 and subsequently re-appointed for the second term commencing from 25^th September, 2019 to 24^th September, 2024.

The Board has placed on record its deep appreciation of the invaluable services rendered by Shri Vineet Goenka and Shri Sameer Bajaj during their tenure as Non-Executive Directors of the Company.

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, 2024, 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 fulfill 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

Non-Executive 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 29^th Annual General Meeting (AGM) of the Company was held on 26^th September, 2023 through Video Conferencing/Other Audio Visual Means.

Further, an Extra-ordinary General Meeting of the Equity Shareholders of your Company was held on 11^st July, 2023 through VC / OVAM facility for re-appointment of three Whole-time Directors and for increase of borrowing limits of Board under Section 180(1)(C) to Rs. 200 crore

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 31,2024, 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

ort

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 E and G 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 31,2024, are provided in the Management Discussion and Analysis Report.

Report on Corporate Governance and Management Discussion and Analysis Report

As required by Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Practicing Chartered Accountant Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. A detailed report on Management Discussions and Analysis forms an integral part of this report and also covers the consolidated operations and nature of our business.

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.

I. 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 31,2024, 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 associate 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 22.68 lakhs compared to last years net profit of "12.36 lakh. Revenue from operations were mainly from interest income on unsecured loans, dividend income and net gain on fair value changes.

Daadi Stock Broking Private Limited is mainly engaged 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 19.82 lakh (last year 9.59 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, Interest 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 subsidiary and associate is given in Form AOC-1 and forms part of this report as Annexure-A

Further, pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements and relevant information relating to subsidiary/ associate companies are also available on the website of the Company at www.lohiasecurities.com/investors-relation/subsidiary-cos/

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 https://customerfirst.info/lohia/Policy%20on%20Determining%20Material%20 Subsidiaries.pdf

J. CORPORATE SOCIAL RESPONSIBILITY

The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2024, 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 and Sustainability Report

SEBI vide its Notification dated 5th May, 2021 had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Business Responsibility Report ("BRR") shall be discontinued after the Financial Year 2021-22 and thereafter, with effect from the Financial Year 2022-23, the Top 1,000 listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report ("BRSR") in the format as specified by SEBI from time to time.

Further, SEBI vide its Circular dated 12th July, 2023 has provided a format for BRSR Core (consisting of a set of Key Performance Indicators (KPIs)/metrics under 9 attributes) for reasonable assurance.

Top 1000 listed entities based on market capitalization are mandatorily required to undertake reasonable assurance of BRSR Core for the Financial Year 2023-24.

Accordingly, the requirement of business responsibility and Sustainability reporting has not become applicable on the Company on the basis of its non-ranking among the top 1000 listed companies in India as per the market capitalisation issued by BSE as on 31st March, 2024.

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 2023-24.

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 31,2024, 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 31,2024.

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 F

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 at 1700 lakhs divided into 1,70,00,000 Equity Shares of 10 each. There was no change in the Authorised Share Capital of the Company during the year under review.

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. There were no changes in the issued, subscribed and paid-up Share Capital of the Company.

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
Whole-time Director (Institutional trade)	Whole-time Director
DIN: 00080157	DIN: 00075103

 

Place : Kolkata

Date : 29th August, 2024