Lords Chemicals Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

Your Directors have pleasure in presenting the 33^rd Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE

The Financial performance of the Company for the Financial Year ended 31^st March, 2025, is summarized below:

		(Rupees in lakhs)
Particulars	Period/ year ended	Period/ year ended 31.03.2024
Total Revenue	82.01	48.13
Total expenses	110.20	118.09
Profit/ (loss) before tax	(28.19)	(69.96)
Profit/ (loss) after tax	(27.71)	(69.44)

2. DIVIDEND

Your Directors have decided not to declare any dividend for the financial year 2024-25.

3. TRANSFER TO RESERVES aA^v

No amount was transferred to reserves during the year under review.

4. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2024-25.

5. BUSINESS OPERATIONS/STATE OF COMPANYS AFFAIRS

The year saw a challenging business environment with lower GDP growth and slowdown in consumption. This resulted into a weakening consumer sentiment. During the period ended 31^st March, 2025, the loss suffered by the Company amounts to Rs. 27.71 lakhs as compared to loss suffered in the previous year 31^st March, 2024 which was Rs. 69.44 lakhs.

6. INDEPENDENT DIRECTORS DECLARATION

All the Independent Directors of the Company have given their declarations that they meet the criteria of Independence as prescribed under section 149 (6) of the Companies Act, 2013 ("the Act").

7. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ajay Jain (DIN: 00499309) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offer himself for reappointment.

Subject to the approval of members at the ensuing AGM by way of Ordinary Resolution, on recommendations of the Nomination and Remuneration Committee ("NRC") the Board of Directors at its meeting held on 16th July, 2025, has proposed to appoint Mr. Ajay Kumar Jain (DIN : 00499309) as Managing Director of the Company w.e.f. 16.06.2025 for a further period of five consecutive years and to approve their Remuneration as recommended and Board hereby obtains the consent of Shareholders as required under Section 196 of the Act.

Mrs. Neha (DIN:11143488), and Mr. Sanjay Narsaria (DIN:07766779) were appointed as an Additional Directors by the Board at its meeting on 11th July, 2025 to hold office with effect from 12^th June, 2025.

Mr. Trilochan Parida (DIN: 10928302) and Mrs. Sangita Sharma (DIN: 02302454) appointed as Additional Director under Independent Category by the Board at its meeting held on 14^th February, 2025 effective 15^th February, 2025. However, due to personal reasons, both resigned from the Board on 11^th June, 2025 effective immediately.

Mr. Ramesh Kumar Yadav (DIN: 09569236) is appointed as Additional Director (Non-Executive and NonPromoter) Category with effect from 14.08.2025.

Mr. Navin Kumar Jain (DIN: 00499139) ceased to be the director of the Company with effect from 14.07.2025 as his re-appointment could not receive requisite majority at the 32^nd AGM and therefore, he has to vacate his office of director with immediate effect i. e. 14.07.2025

Company has appointed Mr. Raj Kumar Baidya as Chief Financial Officer w.e.f 15.02.2025 and Ms. Shilpi Modi (Membership No.: A43497) as Compliance Officer and Company Secretary w.e.f 31.05.2025

8. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are acting as Key Managerial Personnel of the Company:-

1. Mr. Ajay Kumar Jain	Managing Director
2. Raj Kumar Baidya	Chief Financial Officer (Appointed wef 15.02.2025)
3. Shilpi Modi	Compliance officer and Company Secretary (Membership No.: A43497)

9. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, Boards Committees, as well as, Directors individually including performance of Independent Directors, after seeking inputs from all the Directors/Committee members and finds it satisfactory.

10. BOARD MEETINGS

The Board of Directors have met 6 times during the financial year 2024-25.

The details of Board Meetings held are disclosed in Corporate Governance Report appended to Directors Report.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Provisions of Section 134(3) of the Act, your Directors confirm that -

1. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the accounting policies adopted are consistently applied and judgments made 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 the said period;

3. proper and sufficient care has been taken 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 & detecting errors & frauds and other irregularities;

4. annual accounts have been prepared on a going concern basis;

5. internal financial controls (as required by explanation to section 134(5) of the Act) is being followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. proper systems have been devised to ensure compliance with all other applicable laws and that such systems are adequate and operating effectively.

12. SHARE CAPITAL

There was no change in the authorized/issued or paid-up share capital of the company during the year.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year, the Company has not given any loans, or guarantee or provided security as per Section 186 of the Companies Act, 2013. The details of Investments made by the Company, as covered under the provisions of Section 186 of the Companies Act, 2013 are duly mention in the Notes to Accounts forming the part of Annual Financial Statements for the year ended 31^st March, 2025.

14. INDUSTRIAL RELATIONS

The Companys industrial relations continued to be harmonious during the period under review. The Human Resource function constantly endeavors on high performance. Your company is continuing its emphasis on training and alignment.

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

The Company has, in place, an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee ("Committee") has been set up to redress the complaints received regarding sexual harassment. During the year, no complaints of this nature were received by the Committee.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is given in Annexure "A".

There is no Employee in the company who was/is drawing remuneration more than managerial personnel nor there is any employee who has drawn remuneration more than Rs. 102.00 Lakhs p.a. or 8.50 Lakhs p.m. as described under Rules Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, the Company does not have any joint venture or subsidiary Company.

18. RELATED PARTY TRANSACTIONS

All Related Party Transactions as entered into during the financial year were at Arms Length basis and were in ordinary course of business. No materially significant related party transactions were entered/effected/undertaken by the Company with Promoters, Directors, Key Managerial Personnel, other designated persons or other related parties, which may have potential conflict with the interest of the Company at large.

All related party transactions were approved by the Audit Committee, as well as, the Board of Directors. The summary of such transactions is given in Notes forming part of Accounts.

The Policy on Related Party Transactions has been uploaded on the Companys Website, web-link of which is https://lordsgroup.in/policies/policv-on-dealing-with-related-partv-transactions.pdf Form AOC - 2 as required under section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure "A (1)".

19. DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

In terms of Sub-section 3(m) of Section 134 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure "B" forming part of this report.

20. ANNUAL RETURN AND EXTRACT OF ANNUAL RETURN

As per provisions of Section 92 of the Companies Act, 2013 read with Rules made thereunder, a draft Annual Return of the Company is available on the website of the Company, web-link of which is https://lordsgroup.in.

21. CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

The provisions of corporate social responsibility as specified under section 135 of the Companies Act, 2013 has no significance for the Company.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has a well-defined Whistle Blower Policy and has established Vigil Mechanism which provides adequate safeguards against victimisation of Reporting persons who follow such mechanism and also make provisions for direct access to the Chairman of Audit Committee in appropriate cases. The Vigil Mechanism/Whistle Blower Policy has been placed on the Companys website https://lordsgroup.in/policies/whistle- blower-policy.pdf .

23. POLICY ON NOMINATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Companys website. The web-link for Nomination & Remuneration Policy is https://lordsgroup.in/ .

The salient features of the NRC Policy are as under:-

a) Setting out the objectives of the Policy

b) Definitions for the purposes of the Policy

c) Policy for appointment and removal of Director, KMP and Senior Management

d) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

24. RISK MANAGEMENT POLICY

The Company has a structured Risk Management Policy. The Risk Management Process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process so that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

25. COMMITTEES OF THE BOARD

The Company has already formed the following committees to ensure timely compliances and better corporate governance of all the applicable rules and regulations:

1) Audit Committee, 2) Nomination & Remuneration Committee and 3) Stakeholders Relationship Committee. The details about these committees are given in the Corporate Governance Report.

26. INSURANCE

All the properties of the Company including plant and machinery, stocks etc. have been adequately insured. The Company has also taken adequate insurance cover for loss of profit and Standing Charges.

27. AUDITORS

1) Statutory Auditors vv*

M/s RAJESH JALAN & ASSOCIATES, Chartered Accountants, having Firm Registration No: 326780E who were appointed as Statutory Auditors of the Company at the 30^th Annual General Meeting of the Company will continue as such for the term of five years. However, he resigned on 14.08.2025 and the Company has appointed Mr. Mukesh Kumar Gupta, M/s ARMG & Associates (Membership No.: 064413 and FRN: 326918E), Practicing Chartered Accountant as Statutory Auditors in Casual Vacancy. Further, Mr. Mukesh Kumar Gupta (Membership No.: 064413 and FRN: 326918E), Practicing Chartered Accountant has given his consent to act as Statutory Auditors from the conclusion of this 33^rd Annual General Meeting for a single term of consecutive 5 years.

Explanation on Audit Qualifications made by Statutory Auditor in his Report:

Statutory Auditor has issued the Qualified Audit Report for the Financial Year 2024-25. The detailed Statement of Impact on Audit Qualifications forms part of Financial Statements as Annexed herewith. Further, the Company has hosted detailed Impact on Audit Qualification on the website of the Company at www. lordsaroup. in.

2) Secretarial Auditors

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Hemant Sharma & Associates, a firm of Practicing Company Secretaries, Kolkata, as Secretarial Auditors for the financial year 2024-25 to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2024-25 is annexed herewith as Annexure "C".

Explanation on remarks made by Secretarial Auditor in his Report:

The Company was under Suspension due to various Non-Compliance with SEBI Listing Agreement. The last date to submit all the pending Compliance was 23^rd June, 2025 as per BSE Self-operative order issued by BSE Delisting Committee dated 23^rd May, 2025. In compliance with the said Order, the Company has submitted all the pending Compliances except few queries raised by the Revocation Department post completion of submission of Revocation Application and Outcome on 23^rd June, 2025 and as a consequence, the Company was Delisted by the BSE under Compulsory Delisting route.

Company is making every effort from its end to get the Company listed on BSE Main Board again. In connection to this, management has taken certain appropriate steps and we are awaiting any further communication in this regard from the appropriate authority.

If Company gets favourable outcome, the Management assures the Members that it will take all the steps to keep the Company healthy and compliant in future.

3) Internal Auditors

The Company has appointed Mr. Rajendra Singh, Chartered Accountants, Kolkata (Firm Registration No.: 329699E & Membership No.: 055960) as Internal Auditor of the Company for the Financial Year 2024-25.

28. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Company has not developed and implemented any Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act 2013 and relevant Rules framed thereunder as the said provisions were not applicable to the Company. A Separate Report on Management Discussions & Analysis is annexed herewith which forms part of this Report.

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred during the financial year and up to the date of this Report.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

31. INTERNAL CONTROL SYSTEMS

The Company has adequate Internal Control Systems commensurate with the size and nature of its business. Internal Control Systems are supplemented by internal audits carried out regularly by outside independent qualified Auditors. The Audit Committee interacts with the Statutory Auditors. The Management also regularly reviews the operational efficiencies, utilization of fiscal resources and compliance with laws so as to ensure optimum utilization of resources, achieve better efficiencies and comply with the laws of land.

32. UNCLAIMED EQUITY SHARES AND DIVIDEND

There are no such events in the Company

33. SECRETARIAL STANDARDS

The Company was unable to ensure full compliance with certain applicable provisions of the Secretarial Standards; however, necessary steps are being taken to address the same.

34. DEPOSITS

The Company has not accepted or continued any public deposits as contemplated under section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

35. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under. No complaints were received during the year under the said policy.

Further, necessary steps are being taken by the Board for complying with provisions of the said Act including constitution of Internal Complaints Committee as referred in the said Act.

The following table summarizes the complaint status of the Company under the POSH Act:

Sr no	Particulars ot Information	Number of Complaints
1.	Number of Complaints of sexual harassment received during the year	NIL
2.	Number of Complaints of sexual harassment disposed-off during the year	NIL
3.	Number of Complaints of sexual harassment pending for more than ninety days	VIL

36. MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not required to be made and maintained.

37. SECRETARIAL STANDARD

The Company has complied with the provisions of applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

38. STATUS UNDER INSOLVENCY AND BANKRUPCY CODE

Reporting under Insolvency and Bankruptcy Code, 2016, as amended from time to time, is not applicable to the Company as there are no application or appeal filed under the said Act during anytime including during the period under review.

39. COMPLIANCE STATUS UNDER MATERNITY BENEFITS ACT, 1961

The Company has well defined Maternity Policy for its employees and is committed to provide all the benefits to its female employees so that the female employees of the Company shall return to the work after maternity leave. The Company is also committed to provide the environment suitable to the mother post utilization of maternity leaves and other benefits including child care facility for small kids within the organization so that the female employees can remain connected to their child even during the office time.

40. ACKNOWLEDGEMENTS

The bankers, and financial institutions have extended their full cooperation, support and valuable assistance to the Company. Your Directors place on record their appreciation for the same.

	For and on behalf of Board of Directors
	Ajay Kumar Jain	Ramesh Kumar Yadav
Date- 05.09.2025	Managing Director	Additional Director
Place-Kolkata	DIN-00499309	DIN-09569236