LS Industries Ltd Directors Report

To,

The Members of LS Industries Limited

Your directors have great pleasure in presenting the 32nd Annual Report along with the Companys Audited Financial Statement for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the financial year ended 31st March, 2026 is summarized as below:

(Amountin LAKHS)

Particulars	Financial Year Ended
	As on 31/03/2026	As on 31/03/2025
Revenue from operations	423.244/-	29.109/-
Other Income	198.582/-	449.747/-
Total Income	621.826/-	478.855/-
Profit / (Loss) before tax (after exceptional item)	(87.713)/-	(2228.779)/-
Less: Tax Expenses (Including Deferred Tax)	(15.296)/-	174.03/-
Profit / (Loss) after Tax	(103.009)/-	(2054.746)/-
Profit/ (Loss) Carried to Balance Sheet	(103.009)/-	(2054.746)/-
Earning Per Equity Share - Basic & Diluted	(0.012)/-	(0.242)/-

2. STATE OF COMPANYS AFFAIRS

The Company is engaged in the business of Paper Trading and producing high-quality fabrics and textiles for various applications, including clothing, home textiles, and industrial use, as more particularly described in its Memorandum of Association (MOA). During the year under review, your Company recorded a total income of Rs. 621.826 Lakhs as compared to Rs. 478.855 lakhs in the previous financial year. The Profit/(Loss) after tax for the same period stands at Rs. (103.009) as compared to the Profit/(Loss) after tax of Rs. (2054.746) in the previous financial year. Your directors are putting in their best efforts to improve the performance of the Company.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended 31st March, 2026. However, the Company has commenced new business activity of trading in paper and paper products by way of business diversification during the year under review.

4. DIVIDEND

There being no profits in the company, the Board has not proposed any dividend for the Financial Year 2025-26.

5. TRANSFERRED TO RESERVES

The Company has not transferred any amount to the Reserves for the Financial Year ended 31st March, 2026.

6. ANNUAL RETURN

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at https://lsindustrieslimited.com.

7. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Annual Audited Financial Statements for the Financial Year 2025-26, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind- AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Division II of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act”) and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations”).

8. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed or unpaid dividend lying with the Company. Therefore, during the year, the Company was not required to transfer any amount to Investor Education and Protection Fund.

9. AUDITORS:

(a) STATUTORY AUDITORS:

Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. BHAKOO & CO., Chartered Accountants, (Firm Registration No.000203N), the existing Statutory Auditors of the Company, to hold office until the conclusion of the ensuing 32nd Annual General Meeting. Being eligible and having conveyed their willingness to continue, they are proposed to be re-appointed as Statutory Auditors from the conclusion of the ensuing 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2031.

As required under Section 139(1) of the Act, the Company has received from M/s. BHAKOO & CO. a written consent to their re-appointment; and a certificate confirming that their re- appointment, if made, would be in accordance with the conditions prescribed under Sections 139 and 141 of the Companies Act, 2013, and that they satisfy the criteria prescribed under Section 141 of the Act. The Board recommends their re-appointment for approval of the Members.

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report:

Pursuant to the provisions of Section 134(3)(f) of the Companies Act, 2013, the explanations and comments of the Board on the observations/adverse remarks contained in the Statutory Auditors Report, including Annexure A thereto, are as under:

1. Loan of ^11.50 Lakh to M/s Robochef Agritech Private Limited

The Statutory Auditors have observed that a loan of ^11.50 Lakh was granted to M/s Robochef Agritech Private Limited without entering into a written agreement specifying the terms and conditions relating to repayment and interest.

Management/Boards Explanation: The loan was granted in connection with the business and investment activities of the Company. The Board acknowledges that the terms relating to repayment and interest were not formally documented at the time of disbursement. The Company is taking appropriate steps to formally document and regularize the terms and conditions of the said transaction in accordance with applicable laws.

2. Observation regarding Section 185 of the Companies Act, 2013

The Statutory Auditors have reported that the requisite approval by way of Special Resolution was not obtained in respect of the loan granted to M/s Robochef Agritech Private Limited.

Management/Boards Explanation: The matter has been noted by the Board. The Company is examining the applicable provisions and is taking necessary steps, including obtaining such approvals and/or regularizing the transaction as may be required under applicable law.

3. Observation regarding Section 186 of the Companies Act, 2013

The Statutory Auditors have observed that the Company made an investment of ^39.00 Lakh in M/s Robochef Agritech Private Limited, whereas approval of the Members had been obtained for an investment of ^25.00 Lakh, resulting in an excess of ^14.00 Lakh over the amount authorized by the Members.

Management/Boards Explanation: The Company had obtained approval of the Members by way of Special Resolution at the Annual General Meeting held on 31 December 2025 under Section 186 of the Companies Act, 2013, whereby the Board was authorised to undertake loans, investments, guarantees and securities within the overall limit of ^26 crore. The said resolution, while prescribing an investment limit of ^2 5 lakh under clause (b), also provided under clause (a) that the aggregate amount of loan, investment and guarantee outstanding at any time shall not exceed ^26 crore.

During the year, the Company made an investment of ^39 lakh in Robochef Agritech Private Limited. The Board was of the view that the said investment, being within the overall aggregate limit of ^26 crore approved by the Members under Section 186, was within the overall financial authority granted by the Members. The investment was made considering the business requirements and the interests of the Company.

The Statutory Auditor has, however, observed that the specific investment ceiling of ^25 lakh prescribed under clause (b) of the said Special Resolution had been exceeded by ^14 lakh. The Board has taken note of the said observation.

In order to avoid any ambiguity and to provide specific authority for investments, the Company has proposed to enhance the investment limit from ^25 lakh to ^50 lakh by obtaining approval of the Members by way of Special Resolution. The existing overall limit of ^26 crore in respect of loans, investments, guarantees and securities shall otherwise remain unchanged.

The Company shall ensure that future transactions are undertaken strictly within the limits specifically authorised by the Members and in compliance with the applicable provisions of the Companies Act, 2013.

4. Observation regarding GST Liability on Advance Rent

The Statutory Auditors have observed that the Company had received advance rent of ^21.75 Lakh on which GST was applicable, but the corresponding GST liability had not been recognized in the books of account and the applicable GST had not been deposited as at the Balance Sheet date.

Management/Boards Explanation: The matter has been noted and is being reviewed by the management. Appropriate accounting treatment and compliance action, including reconciliation and payment of applicable statutory dues, shall be undertaken in accordance with applicable law.

5. Observation regarding Disputed Statutory Dues

The Statutory Auditors have observed that, in respect of certain disputed statutory dues reported by the previous auditors, the Company did not provide sufficient documentary evidence to substantiate the closure or current status of such matters.

Management/Boards Explanation: The Company is in the process of obtaining and compiling relevant records and documentary evidence from the concerned departments and authorities to verify and substantiate the present status of such matters.

6. Observation regarding Appointment of Internal Auditor

The Statutory Auditors have reported that the Company, being a listed entity, was required to appoint an Internal Auditor under Section 138 of the Companies Act, 2013, but no Internal Auditor had been appointed during the year under review.

Management/Boards Explanation: The Board acknowledges the observation. The Company is taking appropriate steps to ensure appointment of an Internal Auditor and to strengthen its internal audit mechanism in accordance with the applicable provisions of the Companies Act, 2013.

7. Observation regarding Maintenance of Property, Plant and Equipment Records

The Statutory Auditors have observed that the Company was not maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

Management/Boards Explanation: The management is taking steps to review, update and strengthen the records relating to Property, Plant and Equipment and to ensure that appropriate records are maintained in accordance with applicable legal and accounting requirements.

Fraud Reporting:

During the year under review, no incident of fraud has been reported by the Statutory Auditors to the Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

(b) SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act, 2013 and read with rules made thereunder and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Company at its 31st Annual General Meeting (AGM) approved the appointment of M/s. Sudhakar & Co. (Company Secretaries), as Secretarial Auditor for a term of 5 consecutive years from the conclusion of 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting to be held in the year 2030. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith as “Annexure-A".

The Secretarial Audit Report for the financial year ended March 31, 2026, contains certain reservation and remarks as follow:

(i) The Company has not filed/filed with delay following forms/returns required to be submitted with the Registrar of Companies, including section 117 of the Act:

Sr. No.	Form No.	Section Applicable	Particular of Filing	Date of Filing	Whether filed within the prescribed time	In case of delay, whether prescribed Procedure followed and additional fees paid	Status
1	Form ADT-1 (SRN- AC2330667)	Sec.139	Notice to the Registrar by company for appointment of auditor i.e. M/s. Bhakoo & Company.	10-09-2025	No	Yes	Filed
2	Form MGT- 14 (SRN- AB8115099)	Section 117 of the Companies Act, 2013	Filing of Resolutions and agreements to the Registrar for Appointment of Mr. Kanwar Nitin Singh, as the Company Secretary of the Company.	11-10-2025	No	Yes	Filed
3	Form MR-1	Sec.196, 197, Schedule V read with rules	Return of appointment of Mr. Nipun Goyal (DIN- 02853571) as the Managing Director of the Company.	Not Filed	No	No	Not Filed
4	Form DIR-12 (SRN- AB8046030)	sections 149, 150, 152 & 203 of the Companies Act, 2013 with Rules	Particulars of appointment of Mr. Peeyush Sethia and Ms. Richa Arora as Independent Directors and Mr. Kanwar Nitin Singh as the Company Secretary of the Company.	11-10-2025	No	Yes	Filed
5	Form DIR-12 (SRN- AC3116027)	Sections 150, 152& 168 of the Companies	Particulars of Cessation of Mr. Rakesh Sethi (DIN- 09650924) from the directorship of the	23-04-2026	No	Yes	Filed
		Act, 2013 with Rules	company.
6	Form MGT- 14	Section 117 of the Companies Act, 2013	Filing of Board Resolutions for the appointment of Mr. Nipun Goyal (DIN- 02853571) as Managing Director, approval of financial statements for the financial year ended 31/03/2025, investment of funds under section 186, Diversify the business of the Company AND Special Resolution passed for the name change of the company at the Annual General Meeting held on 31/12/2025.	Not Filed	No	No	Not filed
7	Form DPT-3	Rule 16 and rule 16A of the Companies (Acceptanc e of Deposits) Rules, 2014	Filing of Return of deposits of the Company for the Financial year 2024-25.	Not Filed	No	No	Not filed

(ii) The Company has not appointed an Internal Auditor during the year, as required under Section 138 of the Companies Act, 2013 read with rules made thereunder.

(iii) Whereas in terms of the provisions of the Section 139(8) read with rules made thereunder, any casual vacancy in the office of an auditor shall be filled by the Board of Directors within 30 days, but if such casual vacancy is as a result of the resignation of an auditor, such appointment shall also be approved by the company at a general meeting convened within 3 months of the recommendation of the Board, the Company could not complied the same with respect to the appointment of M/s. Bhakoo & Co., Chartered Accountants, (Firm Registration No.000203N), appointed w.e.f. 10/09/2025 and approved by the members in the AGM dated 31/12/2025. Further consent and certificate from auditors received on 27/09/2025, which was received after the Board of Directors recommendation/appointment date as Statutory Auditors of the Company.

(iv) The Company has not complied with the provisions of Section 152(6) of the Companies Act, 2013 read with rules made thereunder, with respect to retirement of directors by rotation at the Annual General Meeting for the financial year ended 31/03/2025.

(v) During the year under review, the Company has granted Loans, provided Guarantees and/or made Investments in excess of the limit approved by the members at the 31st Annual General Meeting held on 31/12/2025, thereby not complying with the provisions of Section 186 of the Companies Act, 2013 read with rules made thereunder.

(vi) During the year under review, the Company has not filed Form MR-1 for the appointment of Mr. Nipun Goyal (DIN: 02853571) as Managing Director with effect from 01/07/2025, as required under Section 196 of the Companies Act, 2013 read with rules made thereunder.

(vii) Whereas in terms of the Regulation-6(1) of SEBI (LODR), Regulations, 2015, the Company shall have appointed qualified company secretary as the compliance officer of the company within three months from the date of such vacancy, but the vacancy caused due to the resignation of Ms. Charu Sobti on 31/03/2025 was filled up by the Company on 10/09/2025 i.e. after almost six months. Consequently, the Stock Exchange imposed a penalty of ^84,960/- on the Company for the said non-compliance.

(viii) Whereas, in terms of the Regulation-14 of SEBI (LODR), Regulations, 2015, the listed entity shall pay all such fees or charges, as applicable, to the recognised stock exchange(s), the Company delayed the payment of Annual Listing Fees for FY 2025-26, as required under Regulation 14 of the SEBI (LODR), Regulations, 2015. The said fees were paid on 16.05.2025.

(ix) Whereas in terms of the Regulation-17 (1) of the SEBI (LODR), Regulations, 2015, where the listed entity does not have a regular non-executive chairperson, at least half of the Board of Directors shall comprise of independent directors. The Company was not in compliance with the said requirement during the period from 09.05.2025 to 09.09.2025.

(x) Whereas, in terms of Regulation 17(1) of the SEBI (LODR) Regulations, 2015, the Board of Directors of the top 1000 listed entities shall have at least one independent woman director. The listed entity was not in compliance with the said requirement during the period from 09.05.2025 to 09.09.2025.

(xi) Whereas, in terms of Regulation 17(1C) of SEBI (LODR), Regulations, 2015, approval of shareholders shall be obtained for the appointment/ re-appointment of a director on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, the Company has not obtained shareholder approval for the appointment/re-appointment of Mr. Nipun Goyal, Mr. Naveen Kumar Gupta, Ms. Tan Chiew Kek, Mr. Bartlomiej Zbigniew Szczudlowski, Mr. Peeyush Sethia and Ms. Richa Arora as Directors of the Company, within a period of 3 months from the date of their appointments.

(xii) Whereas, in terms of Regulation 24A of the SEBI (LODR), Regulations, 2015 read with SEBI Circular, the company has delayed the submission of the Annual Secretarial Compliance Report in XBRL format for the financial year 2024-25, Consequently attracting a fine of Rs. 61,360/- from Stock Exchange.

(xiii) Whereas, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to make disclosures of events or information to the Stock Exchange. The Company delayed the filing of disclosures, including detailed reasons, with respect to the change in Board composition, change in the composition of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee. Further company also delayed the filing of disclosures in XBRL mode pertaining to Change in Management, Resignation of Statutory Auditor, and Closure of Trading Window etc.

(xiv) Whereas, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to disclose events or information to the Stock Exchange. However, the Company was delayed by a few minutes in filing the outcome of the Board Meetings held on 11/08/2025, 14/11/2025, 12/02/2026, and 30/03/2026. The company also delayed the filing of financial results for the quarter ended 31/12/2025.

(xv) Whereas, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to disclose events or information to the Stock Exchange, but the company has not filed the following documents in XBRL mode for the FY 2024-25: Annual Report, Business Responsibility & Sustainability Report, thereby not complying with SEBI Circular. Further, the AGM Notice dated 09/12/2025 and Prior Intimations of Board Meetings were also not filed in XBRL mode.

(xvi) Whereas, in terms of Regulation-27(2) of SEBI (LODR), Regulations, 2015, the Corporate Governance report shall be signed either by the compliance officer or the chief executive officer of the listed entity. But, the Corporate Governance Reports of the Company for the quarters ended 30/09/2025, 31/12/2025, and 31/03/2026 were signed by the Managing Director instead of the Compliance Officer.

(xvii) The Company has not disclosed all information required under Regulation 36 of the SEBI (LODR), Regulations, 2015, pertaining to the appointment of the Statutory Auditor and Secretarial Auditor etc., in the Notice of the Annual General Meeting held on 31/12/2025.

(xviii) Whereas, in terms of Regulation 45 of SEBI (LODR), Regulations, 2015, the certificate from a Chartered Accountant certifying compliance with the conditions for the change of name of the Company, stipulated in Regulation 45 (1) shall be annexed to the notice of the general meeting and sent to the members. But the explanatory statement to the notice seeking shareholders approval for change in name did not include a certificate from a practicing Chartered Accountant certifying compliance with the conditions provided in Regulation 45(1).

(xix) Whereas, in terms of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has maintained a website (https://lsindustrieslimited.com); however, during the year, the website is not functioning properly, and the required disclosures could not be located on the website of the Company within the prescribed timeline.

(xx) Whereas, in terms of Regulation 43A of SEBI (LODR), Regulations, 2015, dividend distribution policy shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. But the Company has not disclosed the Dividend Distribution Policy in the Annual Report and on its website.

(xxi) As per Regulation 31(4) of SEBI (SAST) Regulations, 2011, the promoter of every target company shall declare on a yearly basis that he, along with persons acting in concert, has not made any encumbrance, directly or indirectly, other than those already disclosed during the financial year. The company delayed the submission of the annual declaration from the Promoters.

(xxii) Under Regulation-74(5) of SEBI (DP) Regulations, 2018, the entity shall submit compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 to the Stock Exchange within Twenty-one days from the end of Quarter. The company delayed the filing of the Compliance Certificate under Regulation 74(5) of the SEBI (DP) Regulations, 2018, for the quarter ended March 31, 2025.

(xxiii) In terms of the SEBI Circular no SEBI/HO/MIRSD-PoD/P/CIR/2025/97 dated 02/07/2025 the Listed companies, RTAs and Stock Exchanges shall publicize the opening of this special window on a bi-monthly basis during the six-month period from July 07, 2025 to January 06, 2026, for lodgement of share transfer requests that were lodged prior to the deadline of April 01, 2019 and were rejected/returned undelivered. The company published the advertisement only twice instead of the required three times during the period under review.

(xxiv) As per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, the listed entity is required to submit the details of the voting results to the stock exchange and the e-voting agency within two working days of the conclusion of its General Meeting. But The Company did not upload the final voting results on the CDSL e-voting website of the e-voting agency immediately after the results were declared by the Chairman for the Annual General Meeting held on 31/12/2025.

(xxv) Whereas, in terms of Regulation 39 and SEBI circular no.SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/B dated 25/01/2022, in case the securities holder/claimant fails to submit the demat request within the aforesaid period, RTA / Issuer Companies shall credit the securities to the Suspense Escrow Demat Account of the Company. But the company has not opened the Suspense Escrow Demat Account for transfer of unclaimed shares, as required.

(xxvi) In accordance with the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI Circular No.SEBI/HO/ISD/ISD/CIR/P/2020/1682 dated September 09, 2020, the listed entity has not updated the PAN details of immediate relatives of designated persons in the PIT data on the CDSL Issuer Portal.

(xxvii) In accordance with the provisions of Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company delayed in the filing of intimation for the closure of trading window for the quarter ended on 3 0th June, 2025 & 3 0th Sept. 2025.

(xxviii) In terms of the provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder, the Company was required to file the Annual Return on Foreign Liabilities and Assets (FLA) with the Reserve Bank of India for the year ended 31st March, 2026, which was filed belatedly.

(xxix) During the year under review, in our opinion, the Company was unable to make timely and proper disclosures to the Stock Exchange and fully adhere to the applicable Secretarial Standards.

We further report that;

The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors, Independent Directors including Woman Independent Director except as provided above. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule Board Meetings, Agenda and detailed notes on agenda were sent at least seven days in advance except in case of shorter notice and a system exists for seeking and obtaining further information and clarifications on the agenda items before the Meeting and for meaningful participation at the Meeting.

All the decisions at Board Meetings and Committee Meetings are carried out unanimously/requisite majority, as recorded in the Minutes of the Meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that there are no adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable sector specific laws, rules, regulations, and guidelines.

We further report that during the audit period the Company has no specific events/actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc., except below:

a) The Board of Directors, at its meeting held on 14/11/2025, approved the proposal to change the name of the Company from "LS Industries Limited" to "Robochef AI Tech Limited". The proposal was subsequently approved by the members of the Company at the Annual General Meeting held on 31/12/2025, subject to the approval of Stock Exchange and other regulatory authorities, if any. Thereafter, the Company filed an application to the Stock Exchange on 27/01/2026, seeking in-principal approval for the proposed change of name. However, the application was rejected on the ground of non-compliance with Regulation 45 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the notice convening the shareholders meeting was not accompanied by the certificate of a Chartered Accountant certifying compliance with the applicable requirements prescribed under the said Regulation.

b) The listed entity, i.e., LS Industries Limited, received an Interim Order dated February 11, 2025, bearing No.WTM/AB/CFID/CFID-SEC6/31194/2024-25, from SEBI under Section 11(1), 11(4), and 11B(1) of the SEBI Act, 1992, concerning price movement in scrip 514446 and alleged violations of securities laws including the SEBI Act, 1992, the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 ("PFUTP Regulations"), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"). In this regard, SEBI has directed a detailed investigation into the price movement, suspicious trading pattern, and the transfer of the entire shareholding in an off-market transaction to one "Jahangir Panikkaveettil Perumbarambathu", an NRI residing in Dubai, as more particularly described in the aforementioned Interim Order.

Further, in exercise of the powers conferred under Sections 11(1), 11(4), and 11B(1) read with Section 19 of the SEBI Act, 1992, SEBI has confirmed the directions issued vide the Interim Order dated February 11, 2025, and extended the timeline to complete the investigation in this matter to November 15, 2025, vide Confirmatory Order No. WTM/AB/CFID/CFID-SEC6/31443/2025-26 dated May 30, 2025. The investigation is currently underway.

The above SEBI Confirmatory Order No.WTM/AB/CFID/CFID-SEC6/31443/2025-26 dated May 30, 2025, inter-alia stated that:

"At this stage, it is pertinent to note that LSIL (Listed Entity) apparently made false submissions to BSE, while seeking resumption of trading in its shares. Accordingly, SEBI has advised BSE to take suitable action in the matter”.

In view of the directions issued by SEBI, BSE Ltd. (Stock Exchange) conducted an enquiry and investigation into the affairs of the listed entity by issuing show cause notices dated July 11, 2025 and August 18, 2025. And after enquiry and investigation, BSE Ltd. has decided to safeguard the interest of investors at large and maintain orderly securities market, as an interim measure, trading in the securities of the listed entity prohibited /suspended with effect from December 9, 2025 vide Interim Order No.LIST/COMP/PS/580/2025-26 dated December 8, 2025, in the interest of investors and securities market.

Further, Profound Finance Private Limited (Promoter of the Listed Entity), Mr. Jahangir Panikkaveettil Perumbarambathu, a Dubai-based NRI and public shareholder of the Listed Entity, Mr. Suresh Goyal, Smt Alka Sahni, and Shashi Kant Sahni HUF have also been restrained from accessing the securities market by SEBI.

Explanation or comment by the Board on above qualifications, reservations, or adverse remarks: The Board of Directors has taken note of the observations and qualifications made by the Secretarial Auditor in the Secretarial Audit Report for the financial year under review. The Company acknowledges the areas of non-compliance and delays pointed out in the Report and has initiated appropriate corrective and remedial measures to strengthen its compliance framework and ensure timely compliance with the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, SEBI Regulations, FEMA and other applicable laws.

The Board acknowledges the observation regarding the need for improvement in the Companys systems and processes for monitoring compliance with applicable laws, rules, regulations, guidelines and Secretarial Standards. The Company is taking steps to strengthen its overall compliance framework by implementing:

1. A comprehensive statutory and regulatory compliance calendar;

2. Periodic review of Companies Act and SEBI compliance;

3. Maker-checker mechanism for statutory filings;

4. Advance tracking of Stock Exchange disclosure timelines;

5. Periodic review of Board and Committee composition;

6. Better coordination with professional advisors, RTA and other intermediaries; and

7. Periodic reporting of compliance status to the Board of Directors.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of Listing Regulations, Annual Secretarial Compliance Report of the Company for the financial Year ended March 31, 2026 was taken and accordingly submitted to the Stock Exchanges within the prescribed time framework.

(c) INTERNAL AUDITORS:

During the year under review, Company was unable to appoint any internal auditor or the position of Internal Auditor of the Company in terms of the provisions of Section 138 of the

Companies Act, 2013 read with Companies (Accounts) Rules, 2014 for the current financial year.

10. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria laid down in Section 135(1) of the Companies Act, 2013, the Company is not required to comply with the provisions contained in sub- section (2) to (5) of Section 135 and constitute Corporate Social Responsibility Committee.

11. NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Act and Regulation 19 read with Part D of the Schedule II of the SEBI (LODR) Regulations, 2015, On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved and adopted the Nomination and Remuneration Policy of the Company, which has been designed to identify, retain, motivate and promote talent. The Policy inter alia lays down the principles relating to qualification, core, competence, expertise and experience for selection, appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. the Nomination and Remuneration Policy of the Company have been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company at https://lsindustrieslimited.com.

12. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy is primarily aimed at enhancing long-term shareholders value and sustainable growth, and therefore, your Company has formulated the policy with an aim to bring fairness in the matter of declaration of dividend and to protect the interest of investors. The Company intends to maintain similar or better levels of dividend payout in future. However, the actual dividend payout in each year will be based on the profits and investment opportunities of the Company.

The Company has formulated a Dividend Distribution Policy which has been approved by the Board. In terms of Regulation 43A of the Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI Listing Regulations”), the policy is hosted on the website of the Company at https: //lsindustrieslimited.com.

13. REPORT ON RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. The Company is operating in the textile segment which itself is susceptible to certain kind of risks associated with textile industry and its different constituents. an ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The Risk Management Policy is available on the website of the Company at https://lsindustrieslimited.com/policies/.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report inclusive of several significant aspects of your Companys performance and the industry landscape which includes Companys business operations and performance review, global & Indian industry trends, key financial ratios, other material changes/developments in the textiles Industry and future perspective of the Companys businesses and other required details, as required under the Regulation 34 and Schedule V of the SEBI (LODR) Regulations, 2015 is provided in a separate section and forms an integral part of this Report. ("Annexure-F”).

15. CORPORATE GOVERNANCE

As per Regulations 17 to 27 and Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company remains committed to continuously adopt and adhering to the good corporate governance practices at its organization with an ultimate goal of making your Company a value-driven organization and enhancing stakeholders value. a separate report on corporate governance practices followed by the Company, together with a certificate from the Companys Secretarial Auditors confirming compliance or non- compliance forms an integral part of this Report.

16. INFORMATION & PERFORMANCE OF SUBSIDARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, the company has no Subsidiaries, Joint Venture, and Associates companies so there is no requirement of description of performance of Subsidiaries, Joint Venture, and Associates companies.

17. MATERIAL CHANGES:

During the Financial Year under review, there were no material changes occurred or material commitments which affected the financial position of the Company.

Further there were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year and the date of this Report.

18. CHANGES IN SHARE CAPITAL

During the year, there is no change in the share capital of the Company and the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity or any other instruments convertible into equity shares. The Share Capital Structure of the Company as on March 31, 2026 is provided in the table underneath:

Type of Capital	No. of Shares	Face Value in Rs.	Total Share Capital in Rs.
Authorized Share Capital:
Equity shares	910,000,000	1/-	910,000,000/-
Preference shares	22,000,000	10/-	220,000,000/-
Issued, Paid Up and Subscribed
Capital:
Equity shares	848,818,700	1/-	848,818,700 /-
Preference shares	Nil	-	Nil

19. BOARD OF DIRECTORS:

The Board of Directors of the Company is fully committed to providing the strategic direction towards the long-term success of the Company. They ensure long-term sustainability, create value, delegate responsibilities, manage risks and ensure high-quality governance to keep the Company on the path of sustainable growth and development.

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

Pursuant to the provisions of Section 152 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Mr. Naveen Kumar Gupta (DIN-11023859), Executive Director of the Company, who is liable to retire by rotation at this 32nd Annual General Meeting and offers herself for re- appointment, being eligible for re-appointment, be and is hereby re-appointed as the Director of the Company. The relevant resolution for their appointment/re-appointment are being placed for your approval at the said meeting.

During the year following had been appointed as Additional Directors of the Company and were appointed and were further regularized as Directors of the Company at the 31st Annual General Meeting duly held at 31st December, 2025.

Sr. No.	Name of Director	DIN	Designation/ Category
1	Mr. Nipun Goyal (w.e.f.31-03-2025).	02853571	Executive Director/Managing Director
2	Mr. Bartlomiej Zbigniew Szczudlowski (w.e.f. 07-10-2024)	10708621	Director/Non-Executive- Independent Director
3	Ms. Tan Chiew Kek (w.e.f. 07-10-2024).	10708967	Director/Non-Executive-Non- independent Director
4	Mr. Peeyush Sethia (w.e.f. 10.09.2025)	09850692	Director/Non-Executive- Independent Director
5	Ms. Richa Arora (w.e.f. 10.09.2025)	10774144	Director/Non-Executive- Independent Director
6	Mr. Naveen Kumar Gupta	11023859	Director/Executive Director
	(w.e.f. 14.04.2025)

Further during the year, Mr. Pradeep Kumar Mankotia (DIN: 02121556), Smt. Anita (DIN: 09597665) and Mr. Bartlomiej Zbigniew Szczudlowski (DIN: 10708621) resigned from the directorship of the Company due to their preoccupation elsewhere, with effect from April 14, 2025, May 9, 2025 and October 15, 2025 respectively, AND Late Mr. Rakesh Sethi (DIN:09650924) ceased to be a Director of the Company due to his sad demise on November 3, 2025.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulations, 2015; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

20. NUMBER OF MEETINGS OF THE BOARD

There was a total of 10 (Ten) Board Meetings held during the FY 2025-26 for consideration and approval of the various agenda items, which were circulated well in advance to the Board of Directors. The details of the meetings, viz. dates, number of meetings held, attendance details, etc., are mentioned in the Corporate Governance Report, which forms an integral part of the Annual Report.

21. KEY MANAGERIAL PERSONNEL

The Company comprises of dynamic, well-qualified, experienced, specialized, and versatile professionals in the Management of the Company who are designated as Key Managerial Personnel (KMPs) in compliance with applicable provisions of Section 203 of the Companies Act, 2013 read with applicable rules.

Following were the "Key Managerial Personnel” of the Company during the year under review:

1.	Mr. Nipun Goyal	Managing Director (Appointed w.e.f. 01.07.2025)
2.	Mr. Pardeep Kumar Mankotia	Chief Financial Officer (Resigned w.e.f. 01.04.2025)
3.	Mr. Rakesh Sethi	Chief Financial Officer (Appointed w.e.f. 30.04.2025 and Resigned w.e.f. 01.07.2025)
4.	Mr. Naveen Kumar Gupta	Chief Financial Officer (Appointed w.e.f. 01.07.2025)
5.	Kanwar Nitin Singh	Whole Time Company Secretary (Appointed w.e.f. 10.09.2025)

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance. Periodic Board Evaluation is the most effective way to ensure Board members understand their duties and to adopt effective good governance practices.

The key objectives of conducting the Board Evaluation process are to ensure that the Board of Directors and various Committees of the Board have appropriate composition, significantly enhance Board effectiveness, maximize strengths, tackle weaknesses and improve corporate relationships.

Similarly, the key objectives of conducting performance evaluation of the Directors is to ascertain if the Directors actively participate in the Board / Committee Meetings and contribute to achieve the common business goals of the Company and thus to fulfil such objective, the Board of Directors understands the prominence of an effective Board Evaluation process and accordingly the Performance Evaluation is being conducted every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board;

iii. Individual Directors, including the Chairman of the Board & Committees.

23. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit and loss of the Company for the financial year ended on 31st March, 2026;

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

d) the annual accounts / financial statements have been prepared on a going concern basis;

e) proper internal financial controls are in place and are adequate and operating effectively; and

f) 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.

25. COMMITTEES OF THE BOARD

The Committees of the Board of Directors focus on diversified and specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board of Directors on the matters in their areas of purview. All decisions and recommendations of the Committees are placed before the Board for information or for approval. The Committees of the Board plays decisive role in the governance structure of the Company.

The Board of Directors has the following Committees:

(i) Audit Committee.

(ii) Nomination and Remuneration Committee.

(iii) Stakeholders Relationship Committee.

(iv) Risk Management Committee.

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report which forms an integral part of the Annual Report.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LODR) Regulations, 2015}, the Company has formulated a Whistle Blower Policy for the Directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct. During the year under review, no complaints have been received by the Company from any whistle-blower.

The Vigil Mechanism/Whistle Blower Policy is placed on Companys website at https://lsindustrieslimited.com.

27. INTERNAL CONTROL SYSTEMS:

The Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations to ensure the systematic and efficient conduct of its business, including adherence to Companys policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a robust internal audit function which consists of professionally qualified chartered accountants. Internal control systems comprising of policies and procedures are designed to ensure sound management of Companys operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

28. DEPOSITS:

During the year under review, your Company has neither has accepted nor renewed any deposits nor has any outstanding deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force).

29. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended March 31, 2026 is provided below:

(A) Conservation of energy:
1. the steps taken or impact on conservation of energy	Nil
2. the steps taken by the Company for utilizing alternate sources of energy
3. the capital investment on energy conservation equipment
(B) Technology absorption:
1. the efforts made towards technology absorption	Nil
2. the benefits derived like product improvement, cost reduction, product development or import substitution
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
4. the details of technology imported.
5. the year of import
6. whether the technology been fully absorbed
7. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
8. the expenditure incurred on Research and Development

(C) Foreign exchange earnings and Outgo:

1. The Foreign Exchange earned in terms of actual inflows during the year Nil

2. The Foreign Exchange outgo during the year in terms of actual Outflows Nil

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIEDRULES AND ENVIRONMENT AND SAFETY:

The Company is committed to maintain the workplace free of discrimination, prejudice, gender bias, or any form of harassment including sexual harassment at workplace and

focused on creating safe and healthy working environment, where every employee is treated with dignity. The Company believes that Prevention is better than cure and marching towards the same vision, the Company has in place a policy on "Prevention, Prohibition and Redressal of Sexual Harassment” at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee which creates an awareness to prevent the sexual harassment at workplace.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. DISCLOSURES RELATING TO THE MATERNITY BENEFIT ACT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees, if any, during the year.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

Female	0
Male	11
T ransgender	0

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not given any loans, guarantees, or has made any investments covered under Section 186 of the Companies Act, 2013 read applicable rules except below mentioned:

Name	Nature	Amount in Rs. (Lakh)
Robochef Agritech Private Limited (Related Party)	Long Term Loan Given	Rs.11.50/-
Robochef Agritech Private Limited (Related Party)	Advance against share application money (Investment).	Rs.39.00/-

33. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB- SECTION (1) OF SECTION 188

As a part of Companys philosophy of adhering to highest ethical standards, transparency and accountability, all the contracts/ arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis for the Financial Year under review.

During the year under review there are no significant related party transactions made by the Company with related parties including promoters, directors, or other designated persons which were attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related parties for the year, as per Accounting Standard on Related Party Disclosures is given in notes of the financial statements as on 31st March, 2026.

34. LISTING WITH STOCK EXCHANGES

The Equity Shares of your Company are listed at the BSE Ltd. ("the Stock Exchange”). Although due to procedural reasons the trading of equity shares of the Company has been suspended by the Stock Exchange w.e.f. 09/12/2025.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

ESG Reporting is changing the landscape of businesses globally. To meet the ever-increasing global challenges pertaining to ESG i.e., Environmental, Social and Governance dimensions, your Company adopted responsible and sustainable business practices.

Your Company is pleased to present the 2nd Business Responsibility and Sustainability Report (BRSR) for the FY 2025-2026 which forms integral part of this Boards Report and is annexed as "Annexure-G.” The "Business Responsibility Policy” is also available on the website of the Company at https: //lsindustrieslimited.com/.

36. ENVIRONMENT, HEALTH, AND SAFETY

The Company aims to conduct its business in a safe and environmentally sustainable manner that promotes the health of our employees, customers, community, and the environment. The Companys employees are its key strength, which has led the Company to achieve the results and various milestones in its journey.

Our health and safety policy comprehensively addresses occupational hazards, emphasizing ongoing training initiatives to ensure workplace safety. Additionally, we prioritize environmental stewardship by continually enhancing our processes and systems. By adopting more efficient practices, we strive to reduce our carbon footprint and safeguard natural resources.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year, the Company has received an Interim Order dated February 11, 2025, bearing No. WTM/AB/CFID/CFID-SEC6/31194/2024-25, from SEBI under Section 11(1), 11(4), and 11B(1) of the SEBI Act, 1992, concerning price movement in scrip 514446 and alleged violations of securities laws including the SEBI Act, 1992, the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 ("PFUTP Regulations”), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations”). In this regard, SEBI has directed a detailed investigation into the price movement, suspicious trading pattern, and the transfer of the entire shareholding in an off-market transaction to one "Jahangir Panikkaveettil Perumbarambathu”, an NRI residing in Dubai, as more particularly described in the aforementioned Interim Order.

Further, in exercise of the powers conferred under Sections 11(1), 11(4), and 11B (1) read with Section 19 of the SEBI Act, 1992, SEBI has confirmed the directions issued vide the Interim Order dated February 11, 2025, and extended the timeline to complete the investigation in this matter to November 15, 2025, vide Confirmatory Order No. WTM/AB/CFID/CFID-SEC6/31443/2025-26 dated May 30, 2025. The investigation is currently underway.

The above SEBI Confirmatory Order No. WTM/AB/CFID/CFID-SEC6/31443/2025-26 dated May 30, 2025, inter-alia stated that:

"At this stage, it is pertinent to note that LSIL (Listed Entity) apparently made false submissions to BSE, while seeking resumption of trading in its shares. Accordingly, SEBI has advised BSE to take suitable action in the matter".

In view of the directions issued by SEBI, BSE Ltd. (Stock Exchange) conducted an enquiry and investigation into the affairs of the listed entity by issuing show cause notices dated July 11, 2025 and August 18, 2025. And after enquiry and investigation, BSE Ltd. has decided to safeguard the interest of investors at large and maintain orderly securities market, as an interim measure, trading in the securities of the listed entity prohibited /suspended with effect from December 9, 2025 vide Interim Order No. LIST/COMP/PS/580/2025-26 dated December 8, 2025, in the interest of investors and securities market.

Further, Profound Finance Private Limited (Promoter of the Listed Entity), Mr. Jahangir Panikkaveettil Perumbarambathu, a Dubai-based NRI and public shareholder of the Listed Entity, Mr. Suresh Goyal, Smt. Alka Sahni, and Shashi Kant Sahni HUF have also been restrained from accessing the securities market by SEBI.

Except above there were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

38. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

During the year, none of the employees of your Company were in receipt of remuneration in excess of the limits as laid down under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

During the year under review, the Company unable to fully adhere the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. MAINTENANCE OF COST RECORDS

The provision of maintenance of cost records and Cost audit as per section 148 are not applicable on the Company.

41. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 During the year, your Company has neither made any application nor were any proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF SETTLEMENT DONE WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, no such settlements were entered into with the bankers or Financial Institutions.

43. ACKNOWLEDGEMENT & APPRECIATION

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and consideration extended by the Bankers, Govt. Departments, employees, shareholders, and other stakeholders and look forward for their continued support and cooperation.

		By order of the Board
		For LS Industries Limited
	-Sd-	-Sd-
Date: 05.09.2026 Place: Nalagarh	Nipun Goyal	Naveen Kumar Gupta
	DIN:02853571	DIN:11023859
	(Managing Director)	(Director & Chief Financial Officer)