Lucent Industries Ltd Directors Report

Directors Report

Dear Members,

The Board of Directors ("Board") of your Company is pleased to present the 15^th (Fifteenth) Annual Report of Lucent Industries Limited (hereinafter referred as "Company") along with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ("FY") ended March 31, 2025 (hereinafter referred as "FY 2024-25" or "during the year").

FINANCIAL HIGHLIGHTS

The key highlights of the Financial Statements (Standalone & Consolidated) of your Company for the FY ended March 31, 2025, are as follows:

			(Rs. in Lakhs, except for per share data)
Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25
Revenue from Operations	452.00	0	452.00
Other Income	19.00	0	19.00
Total Income	471.00	0	471.00
Less: Total Expenses	358.67	12.42	358.67
Profit/(Loss) Before Exceptional Items & Tax	112.33	(12.42)	112.33
Less: Exceptional Items	-	-	-
Profit/(Loss) Before Tax	112.33	(12.42)	112.33
Less: Current Income Tax	45.80	0	45.80
Less: Deferred Tax	(10.57)	0	(10.57)
Profit/(Loss) for the Year	77.10	(12.42)	77.10
Add: Other Comprehensive Income/(Loss)	-	-	-
Total Comprehensive Income/(Loss) for the Year	77.10	(12.42)	77.10
Earnings per share (Basic)	0.51	(0.08)	0.51
Earnings per share (Diluted)	0.51	(0.08)	0.51

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK

During the FY 2024-25, the Company demonstrated a strong turnaround in its operational and financial performance. The Company recorded a significant improvement in revenue, with Revenue from Operations amounting to Rs. 452.00 Lakhs as compared to Nil revenue in FY 2023-24, reflecting the successful execution of its strategic shift into digital advertising, mobile marketing, and IT-enabled services.

The Total Income stood at Rs. 471.00 Lakhs, supported by Other Income of Rs. 19.00 Lakhs, compared to Nil income in the previous year. The Company exercised disciplined cost management and operational efficiency, resulting in Total Expenses of Rs. 358.67 Lakhs, as against Rs. 12.42 Lakhs in the previous year, which included the initial restructuring and ramp-up phase of operations.

Consequently, the Company reported a Profit Before Tax (PBT) of Rs. 112.33 Lakhs in FY 2024-25, a substantial recovery from the Loss of Rs. 12.42 Lakhs incurred in FY 2023-24. After accounting for the Current Tax of Rs. 45.80 Lakhs and the Deferred Tax credit of Rs. 10.57 Lakhs, the Net Profit for the year stood at Rs. 77.10 Lakhs, compared to a Net Loss of Rs. 12.42 Lakhs in the previous FY.

Further, the Earnings Per Share (EPS) improved significantly to Re. 0.51 (Basic and Diluted) in FY 2024-25 from Re. (0.08) in FY 2023-24, reflecting the improved financial health and earnings capability of the Company.

The Company remains well-positioned to leverage opportunities in the fast-growing digital and mobile advertising landscape. With the increasing demand for targeted, data-driven marketing solutions, the Company aims to further expand its portfolio in digital transformation, content creation, mobile app development, and cloud-based IT consulting.

Strategic investments in new-age technologies and a customer-centric delivery model will continue to drive sustainable growth. The Company is also exploring partnerships and technology alliances to enhance its product offerings and enter high-margin verticals such as AI-based marketing solutions, gamification, and immersive digital experiences.

The Company is confident that its strengthened financial foundation, coupled with its diversified service offerings, will enable it to deliver consistent performance and create long-term value for its shareholders in the coming years.

REVIEW OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

The control and management of the Company were acquired by the promoters and management of Mobavenue through an open offer made in accordance with the provisions of the SEBI (SAST) Regulations, 2011. This open offer resulted in the acquisition of a controlling interest of 67.61% in the Company, thereby integrating the management of Mobavenue into the management of the Company.

The Company is engaged in the business of advertising and media consultancy, providing services in digital marketing, content creation, mobile advertising, and promotion across various platforms, including mobile phones and other internet-enabled and connected devices. It offers customized computer applications, IT solutions, technical consulting, and support services related to software, data networks, and systems integration. The Company also provides a wide range of advertising services, including audio-visual media, digital media, and mobile content. Additionally, it is involved in the development, upgrading, and support of technology in fields such as mobile apps, games, and digital transformation, while promoting and managing various mobile- based products, services, and solutions.

Lucent Industries Limited is a digital-first group specializing in AI-powered advertising, marketing, and consumer media platforms that drive meaningful growth for businesses worldwide. We believe technology should make digital growth simpler, which is why we have built our platforms from the ground up to help businesses reach their full potential in the digital economy. Our platforms harness the power of Deep Learning and Machine Learning to connect businesses with high-intent audiences across smartphones, smart TVs, and emerging connected screens. For agencies, we provide trusted, future-ready tools, and for businesses, we ensure that campaigns deliver clear and measurable outcomes. Your Company does not believe in a one-size- fits-all approach. Instead, it designs personalized campaign strategies that connect brands with their target audiences, driving engagement and maximizing ROI.

Wherever the high-intent audience may be, the Companys extensive network across diverse markets ensures that businesses can effectively reach and engage with them. The Companys team of experts brings deep industry knowledge and unparalleled commitment to helping make brands stand out, overcome market noise, and achieve the next level of growth. More details on the operational and financial performance of your Company are provided in the Management Discussion & Analysis Report (MDA), which forms a part of this Annual Report.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the general reserves or any other reserve during the FY.

DIVIDEND

To conserve resources for the future business requirements of the Company, the Directors have decided not to recommend a dividend for the FY 2024-2025.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted a "Dividend Distribution Policy" that sets out the broad principles guiding the Board and management in matters relating to the declaration and distribution of dividends. The same is available on the Companys website at https://www.lucentindustries.in/investor_doc/Dividend_Distribution_Policy_LIL.pdf

SHARE CAPITAL

a) Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2025, was Rs. 16,00,00,000/- (Rupees Sixteen Crores only), consisting of 1,60,00,000 equity shares of Rs. 10/- (Rupees Ten only) each. During the year under review, there was no change in the Authorized Share Capital of the Company.

b) Issued, Subscribed and Paid-Up Capital

The Issued, Subscribed and Paid-up Capital of the Company as on March 31, 2025, was Rs. 15,00,00,000/- (Rupees Fifteen Crores only), consisting of 1,50,00,000 equity shares of Rs. 10/- (Rupees Ten only) each. During the year under review, there was no change in the Issued, Subscribed and Paid-up Share Capital of the Company.

ALTERATION OF MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION

a) Alteration of Memorandum of Association

During FY 2024-25, the Board approved the alteration of Clause III(A) of the Memorandum of Association (MOA) of the Company to expand its scope of operations by shifting its existing business to that of a Digital Media and Advertising Agency. To facilitate the commencement of the new line of business, Clause III(A) of the MOA was amended by replacing the existing objects with new object clauses. This alteration was approved by the members of the Company through a Postal Ballot on January 09, 2025.

Furthermore, in order to avail emerging market opportunities and to establish, manage, and operate new platforms in the digital media and advertising domain, it was considered necessary to elaborate the existing objects of the Company further. Accordingly, the Board approved the alteration of Clause III(A) and Clause III(B) of the MOA, which was duly approved by the members of the Company at the Extra-Ordinary General Meeting (EOGM) held on April 15, 2025.

b) Alteration of Articles of Association

During the FY 2024-25, the Company adopted a new set of Articles of Association (AOA) in full conformity with the provisions of the Companies Act, 2013 ("the Act"). Since its incorporation in 2010, the Company has been governed by an AOA aligned with the erstwhile Companies Act, 1956. The adoption of the revised AOA was approved by the members of the Company on January 09, 2025, via Postal Ballot.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FY AND THE DATE OF THE REPORT

Scheme of Amalgamation and Strategic Acquisition:

The Board of Directors of the Company, at its meeting held on February 24, 2025, approved a Scheme of Amalgamation for the proposed merger of Mobavenue Media Private Limited ("Transferor Company" or "Mobavenue") with Lucent Industries Limited ("Transferee Company" or "Lucent"), along with their respective shareholders.

Subsequently, an application was submitted to BSE Limited for obtaining their observation letter in connection with the proposed Scheme. However, BSE Limited returned the application with certain technical observations. It is important to note that the observations raised by BSE Limited were limited to technical aspects, and the Company considers this feedback as constructive input toward strengthening the proposed structure.

Following a detailed evaluation of the regulatory feedback, strategic imperatives, and expert counsel, the Board, at its meeting held on July 02, 2025, resolved to adopt a revised approach. The Company has strategically opted to proceed initially with the acquisition of Mobavenue Media Private Limited, rather than pursuing an immediate amalgamation. This refined strategy is designed to enable faster execution, enhance operational flexibility, and achieve cost efficiencies, thereby aligning more closely with the Companys long-term business objectives. The possibility of implementing the amalgamation at a later stage remains open for consideration.

This forward-looking decision reflects the Companys commitment to maximizing stakeholder value through seamless and timely business integration.

Apart from the developments stated above, there have been no material changes and commitments affecting the financial position of the Company between the end of the FY and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, the Company, which was originally incorporated in the field of education, changed its nature of business and is now engaged in advertising and media services, including digital marketing, content creation, mobile advertising, IT solutions, and related consulting services.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the purview of Sections 73 and 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW Change in Control and Management through Open Offer:

During the year under review, a Public Announcement was made on May 14, 2024, for an open offer to acquire 39,00,000 equity shares of Lucent Industries Limited ("the Company") by Mr. Kunal Kothari ("Acquirer 1"), Ms. Prachi ("Acquirer 2"), and Mr. Tejas Rathod ("Acquirer 3"), in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The tendering period for the open offer was from August 22, 2024 to September 5, 2024, and the open offer was successfully completed on September 12, 2024.

Pursuant to the successful completion of the open offer, the acquirers acquired a controlling interest of 67.61% in the Company. Consequently, the control and management of the Company were taken over by the promoters and management of Mobavenue.

Further, pursuant to the change in control and management, the entire composition of the Board of Directors and its Committees underwent a complete change. Details of the reconstitution of the Board and its Committees are provided in the Corporate Governance Report forming part of this Annual Report.

This strategic acquisition marks a significant milestone in the transformation and future growth trajectory of the Company under new leadership.

CHANGE IN REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMITS During the FY under review, the registered office of the Company was shifted from:

"Second Floor, 448-D, Scheme No. 51, Sangam Nagar, Indore, Madhya Pradesh-452006" to "208, White Lotus Plaza, 1 Avantika Nagar, Scheme No.51, Sangam Nagar, Army Head Quarter, Indore, Madhya Pradesh - 452006."

The change was approved by the Board of Directors at its meeting held on December 21, 2024, and was made effective immediately.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Appointments

• During the year under review, a change in control and management of the Company took place pursuant to an open offer made to the public shareholders for substantial acquisition of the Companys equity shares and voting share capital. In line with this and based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on September 26, 2024 approved the appointment of the following directors, which was subsequently approved by the shareholders via Postal Ballot on January 09, 2025:

Mr. Ishank Joshi (DIN: 05289924), Mr. Tejas Rathod (DIN: 07111110), and Mr. Kunal Kothari (DIN: 07111105) were appointed as Executive Directors of the Company with effect from September 26, 2024.

• Further, the Board at its meeting held on January 27, 2025, based on the recommendation of Nomination & Remuneration Committee in order to broaden the existing Board and for a new management to come in force in the Company and in accordance with provisions of the Act and SEBI Listing Regulations, approved the appointment of the following Directors, which was later approved by the shareholders vide Special Resolution at the Extra-Ordinary General Meeting held on April 15, 2025:

Mr. Amit Kumar Mundra (DIN: 01491934), Mr. Pankaj Jain (DIN: 02920279), and Ms. Kanchan Vohra (DIN: 03597614) were appointed as Additional (Non-Executive Independent) Directors of the Company for a term of five (5) consecutive years commencing from January 27, 2025 to January 26, 2030.

In the opinion of the Board, the above-mentioned Independent Directors appointed during the year possess the requisite integrity, expertise, experience, and proficiency.

• Furthermore, the Board at its meeting held on February 07, 2025, based on the recommendation of the Nomination & Remuneration Committee and in accordance with provisions of the Act and SEBI Listing Regulations, approved the following change in designation of directors.

1. Mr. Tejas Rathod (DIN: 07111110) from Executive Director to Whole Time Director of the Company with effect from February 07, 2025.

2. Mr. Ishank Joshi (DIN: 05289924) from Executive Director to Managing Director (MD) of the Company with effect from February 07, 2025.

3. Mr. Kunal Kothari (DIN: 07111105) from Executive Director to Whole Time Director of the Company with effect from February 07, 2025.

• Furthermore, the Board at its meeting held on March 13, 2025, based on the recommendation of Nomination & Remuneration Committee and in accordance with provisions of the Act and SEBI Listing Regulations, approved the following change in designation, which was later approved by the shareholders vide Special Resolution at the ExtraOrdinary General Meeting held on April 15, 2025:

1. Mr. Tejas Rathod (DIN: 07111110), from the Executive Director to Whole Time Director & Chief Financial Officer of the Company for a period of Five (5) years from March 13, 2025 to March 12, 2030

2. Mr. Ishank Joshi (DIN: 05289924), from the Executive Director to Managing Director & Chief Executive Officer of the Company for a period of Five (5) years from March 13, 2025 to March 12, 2030

3. Mr. Kunal Kothari (DIN: 07111105) from the Executive Director to Whole Time Director & Chief Operating Officer of the Company for a period of Five (5) years from March 13, 2025 to March 12, 2030

• During the year under review, based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on February 07, 2025, approved the appointment of Ms. Manali Gohil (Membership No. 64629), an Associate Member of the Institute of Company Secretaries of India, as the Company Secretary and Compliance Officer of the Company.

b) Re-appointment of the Director retiring by rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and in terms of Articles of Association of the Company, Mr. Ishank Joshi, Managing Director & Chief Executive Officer (DIN: 05289924) of the Company, is liable to retire by rotation at the ensuing 15^th AGM and being eligible, offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings relating to the aforesaid re-appointment of director are given in the Notice of AGM.

c) Resignations

• Due to a change in management of the Company, Mr. Pareshbhai Ganpatbhai Sengal (DIN: 08444758) resigned from the position of Whole-Time Director and Chief Financial Officer, Mr. Kartik Raval (DIN: 09609710) and Ms. Manisha Maneklal Patel (DIN: 08482812) resigned from their directorships in the Company, all effective from January 13, 2025.

• Ms. Soni Pandiya (Membership No. A60696) resigned from the post of Company Secretary and Compliance Officer of the Company, effective from January 13, 2025.

As of March 31, 2025, the Board of Directors of the Company comprises three (3) Executive Directors and three (3) Independent Directors, including one (1) Woman Independent Director, as follows:

Sr. No	Name of the Directors	Designation
1.	Mr. Ishank Joshi	Managing Director and Chief Executive Officer
2.	Mr. Kunal Kothari	Whole-time Director and Chief Operating Officer
3.	Mr. Tejas Rathod	Whole-time Director and Chief Financial Officer
4.	Mr. Pankaj Jain	Non-Executive Independent Director
5.	Mr. Amit Kumar Mundra	Non-Executive Independent Director
6.	Ms. Kanchan Vohra	Non-Executive Independent Director

The composition of the Board of the Company is in conformity with Regulation 17 of SEBI Listing Regulations and Section 149 of the Act.

All Directors are eminent individuals with proven track records, and their detailed backgrounds are provided in the Corporate Overview section, which forms part of this Annual Report.

None of the Directors is disqualified as specified under Section 164 of the Act.

DECLARATION BY INDEPENDENT DIRECTORS

The Board comprises three (3) Independent Directors as of March 31, 2025. The tenure of all Independent Directors is in accordance with the Act and SEBI Listing Regulations.

The Company has received the necessary declarations from each Independent Director confirming that they satisfy the criteria of independence as laid down under the provisions of Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations. The Board is of the opinion that no circumstances have arisen till the date of this report which may affect their status as Independent Directors of your Company.

The Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act together with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA).

The Independent Directors of the Company had no pecuniary relationship or transactions during the year with the Company, other than fixed remuneration and sitting fees, as detailed in the Corporate Governance Report forming part of this report.

Based on disclosures provided by them, none of them is disqualified/debarred from being appointed or continuing as Directors of the Company by any order of the Ministry of Corporate Affairs ("MCA")/Securities Exchange Board of India ("SEBI") or any other statutory authorities.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of Sections 134 and 178 of the Act and Schedule IV of the Act and Regulation 17 of SEBI Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees, and individual Directors.

The evaluation was conducted via a questionnaire containing qualitative questions, with responses provided on a rating scale. Evaluation was based on criteria such as the composition of the Board and its Committees, their functioning, communication between the Board, its committees, and the management of the Company, as well as the performance of the Directors and Chairperson of the Board, assessed based on their participation in effective decision-making and leadership abilities.

The Independent Directors also held a separate meeting during the FY to evaluate the performance of the Board as a whole, the Non-Independent Directors, and the Chairperson of the Board.

The outcome of the performance evaluation, as carried out on the basis of the above mechanism, was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings. Furthermore, they noted that the performance was satisfactory, and it also reflected the commitment of the Board members and its Committees to the Company.

BOARD AND COMMITTEE MEETINGS

Board Meetings:

During the year under review, the Board met twelve (12) times. The intervening gap between the two board meetings was within the period prescribed under the Act. The details of the meetings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Committee Meetings:

a) Audit Committee

The Board has constituted an Audit Committee in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

The details of the Committee, along with its charter, composition, and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

There were no such instances where the recommendation of the Audit Committee has not been accepted by the Board during the FY under review.

b) Nomination and Remuneration Committee

The Board has constituted a Nomination and Remuneration Committee in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

The details of the Committee, along with its charter, composition, and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

There were no such instances where the recommendation of the Nomination and Remuneration Committee was not accepted by the Board during the FY under review.

c) Stakeholders Relationship Committee

The Board has constituted a Stakeholders Relationship Committee in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

The details of the Committee, along with its charter, composition, and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm and state that:

a. In the preparation of the annual accounts, the applicable Accounting Standards ("AS") had been followed along with proper explanation relating to material departures;

b. We 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 at the end of the FY March 31, 2025, and of the profit of the company for that period;

c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. We have prepared the annual accounts on a going concern basis;

e. We are in the process of updating the Internal Financial Controls. Presently, the compliance with Internal Financial Controls & Guidelines is monitored by the senior management; and

f. We have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors, on recommendation of its Nomination and Remuneration Committee, has adopted a Nomination and Remuneration Policy, in compliance with the provisions of Section 178(3) of the Act read with the applicable Rules framed thereunder and Regulation 19(4) read with Part D of Schedule II of SEBI Listing Regulations.

The said Policy is available on the website of the Company at

https://www.lucentindustries.in/investor doc/Nomination And Remuneration Policy LIL.pdf The salient features of the policy, inter alia, include:

• Criteria for appointment, removal, and retirement of Directors and Managerial Personnel, including the qualification and diversity requirements, their term, and their evaluations.

• Policy for remuneration to Executive Directors, Non-Executive/ Independent Directors, and Managerial Personnel.

RISK MANAGEMENT

The requirement to constitute a Risk Management Committee under Regulation 21 of the SEBI Listing Regulations applies only to the top 1000 listed companies, determined based on market capitalization. Accordingly, the said provision is not applicable to the Company.

However, the Company has formulated and adopted a comprehensive Risk Management Policy and established a mechanism for risk assessment and mitigation. The Policy identifies potential events that could pose risks ("Risks") and, if materialized, may adversely affect shareholder value, hinder achievement of business objectives, impair strategic implementation, disrupt operations, or damage the Companys reputation.

The identified risks are broadly classified as:

• Strategic Risks

• Operational Risks

• Regulatory Risks

The Risk Management Policy is available on the Companys website at https://www.lucentindustries.in /investor doc/Risk Management Policy.pdf

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, the Company has established a Whistleblower Policy/Vigil Mechanism for Directors and employees to report genuine concerns to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct. The policy also provides direct access to the Chairperson of the Audit Committee under certain circumstances, in appropriate or exceptional circumstances.

The Company is committed to adhering to the highest possible standards of ethical, moral, and legal business conduct, to open communication, and to providing necessary safeguards for the protection of Directors, employees, and any other person who avails themselves of the mechanism from reprisals or victimization for whistle blowing in good faith.

The policy is available on the website of the Company at https://www.lucentindustries.in/investor doc/Whistle Blower Policy LIL.pdf

During FY 2024-25, no complaints were received under the Whistleblower Policy.

ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Act, a copy of the annual return is available on the website of your Company at https://www.lucentindustries.in/investors/annual report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the details of loans given, guarantees provided, and investments made by the Company, as required under Section 186 of the Companies Act, 2013, may be referred to in Annexure A (iii) of the Independent Auditors Report (Standalone).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a Policy on Related Party Transactions in accordance with the provisions of Sections 177 and 188 of the Act and Rules made thereunder, read with Regulation 23 of SEBI Listing Regulations, as amended from time to time, which has been approved by the Board and the same is available on the website of the Company at https://www.lucentindustries. in/investor doc/Related Party Transaction Policy LIL.pdf The Policy intends to ensure that proper reporting, approval, and disclosure processes are in place for all transactions between the Company and its related parties.

All contracts or arrangements or transactions entered into during the year with related parties were on an arms-length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no material related party transactions by the Company during the year under review. None of the contract or arrangement or transaction with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25.

The details of related party transactions entered into by the Company, in terms of Ind AS-24, have been disclosed in the notes to the accounts in the Financial Statements forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Boards Report as Annexure-A.

HUMAN RESOURCES AND EMPLOYEE RELATIONS

As of March 31, 2025, the Company had 4 employees, including the Executive Directors.

The Company continues to focus on creating a conducive work environment and fostering a culture of performance and accountability. Several initiatives aimed at enhancing employee productivity, engagement, and well-being have been implemented over the past few years. A detailed discussion on human resource development and employee initiatives is included in the Management Discussion and Analysis Report, which is annexed to this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company incorporated a Wholly Owned Subsidiary (WOS) in the name of Mobavenue Global Holdings Limited in London, United Kingdom, on March 18, 2025.

As of March 31, 2025, the Company has not made any investment in MGHL, and the said subsidiary has not commenced its business operations. However, the Company has prepared the Consolidated Financial Statements of the Company and its foreign subsidiary, MGHL, for the FY ended March 31, 2025, in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

The Company does not have any Associate Company or Joint Venture. Further, no entity ceased to be a Subsidiary, Associate or Joint Venture of the Company, during the FY under review. Accordingly, the statement containing salient features of the financials of the subsidiary, in the prescribed form AOC-1 pursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, forms a part of this Annual Report and is annexed hereto as Annexure-C.

The Policy on Determination of Material Subsidiaries is available on the website of the Company at https://www.lucentindustries. in/investor doc/Determination of Material Subsidiaries LIL.pdf

AUDITORS AND AUDIT REPORT

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at the 12^th Annual General Meeting (AGM) held on September 20, 2022, re-appointed M/s. Goenka Mehta & Associates, Chartered Accountants, Rajkot (Firm Registration No. 129445W) as the Statutory Auditors of the Company for a term of three (3) consecutive years, to hold office until the conclusion of the 15^th AGM to be held for the FY 2024-25.

During the year under review, considering the expansion of operations and to further strengthen the audit function, the Board proposed the appointment of Joint Statutory Auditors. Accordingly, the Members at the Extraordinary General Meeting held on April 15, 2025, appointed M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No. 116560W/W100149) as Joint Statutory Auditors, to act alongside the existing Statutory Auditors. The tenure of M/s. Goenka Mehta & Associates will conclude at the 15^th AGM.

The Board has recommended the appointment of M/s. N.A. Shah Associates LLP, Chartered Accountants (Firm Registration No. 116560W/W100149), as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 15^th AGM until the conclusion of the 20^th AGM, subject to the approval of the Members.

The Statutory Auditors Report on the standalone and consolidated financial statements of the Company for FY 2024-25 is annexed to the Financial Statements and contains no qualifications, reservations, adverse remarks or disclaimers. The Notes to Accounts are self-explanatory and do not call for any further comments.

b) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013, the Board appointed Mrs. Rupal Patel, Practicing Company Secretary (FCS 6275, CP No. 3803), as the Secretarial Auditor of the Company for FY 2024-25. The Secretarial Audit Report in Form MR-3 is annexed as Annexure-B to this Report.

The Report has noted certain observations and instances of non-compliance, primarily attributable to the Company having been inoperative during the period under review and the changes in Management during this transition phase. The Board and the new Management have already initiated corrective steps to ensure full compliance with all applicable provisions and regulations.

Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated 08 February 2019, issued by SEBI, the Company has obtained an Annual Secretarial Compliance Report for FY 2024-25 from Mrs. Rupal Patel, on compliance with all applicable SEBI Regulations and Circulars/guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges on May 30, 2025.

c) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors at its meeting held on February 7, 2025, appointed M/s. N G Jain & Co., Chartered Accountants (Firm Registration No. 103941W) as the Internal Auditors of the Company for a term of three FYs, up to FY 2027-28.

REPORTING OF FRAUDS BY AUDITORS

During the FY under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees, details of which are required to be mentioned in the Boards Report.

MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Act read with Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 and Rules 3 & 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records for the FY under review.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the year, the Company amended the Object Clause in its Memorandum of Association (MOA) to align with its new line of business-digital media and advertising agency-while discontinuing its previous business activity of retail and wholesale of goods. In line with this strategic shift, the Company is actively in the process of implementing updated internal financial controls and documentation with reference to its standalone financial statements.

At present, internal controls are effectively managed and monitored by the senior management, ensuring adherence to applicable compliance and governance standards during this transition phase. The Company remains committed to strengthening its internal financial control framework to align with the evolving nature of its operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of SEBI Listing Regulations, the Management Discussion and Analysis Report covering a detailed review of the operations, state of affairs, performance, and outlook of the Company is annexed herewith Annexure-D and forms a part of this Report.

CORPORATE GOVERNANCE REPORT

The Company strives to undertake the best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI Listing Regulations.

In compliance with Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a detailed Report on Corporate Governance, along with a Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance, is annexed herewith Annexure -E and forms a part this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions relating to submission of the Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2) (f) of the SEBI Listing Regulations are applicable only to the top 1000 listed companies, determined on the basis of market capitalization. As of March 31, 2025, the said requirement is not applicable to the Company.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) & SUSTAINABILITY OUTLOOK

Although the provisions of Business Responsibility and Sustainability Reporting (BRSR) are presently not applicable to the Company, the Company remains committed to integrating Environmental, Social and Governance (ESG) principles into its long-term strategic vision. As a digital-first organization, our operations inherently carry a lower environmental footprint, and we continuously strive to enhance energy efficiency, promote sustainable digital infrastructure, and encourage paperless workflows.

On the social front, the Company fosters an inclusive and equitable workplace, prioritizing employee well-being, diversity, and skill development. Our governance practices are rooted in transparency, ethical conduct, and regulatory compliance, ensuring long-term value creation for stakeholders.

As we continue to scale our digital and mobile marketing solutions, we are actively exploring opportunities to embed ESG goals into our service delivery, vendor engagement, and internal decision-making frameworks. The Company endeavors to evolve its sustainability roadmap in line with stakeholder expectations and emerging regulatory norms.

DEMATERIALISATION OF SHARES

As of March 31, 2025, 100% of the Companys paid-up equity share capital is held in dematerialised form.

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

As on March 31, 2025, no orders were passed by the regulators or courts or tribunals that impact the going concern status of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a Corporate Social Responsibility Policy, which is available on the Companys website at: https://www.lucentindustries.in/investor doc/Corporate Social Responsibility Policy.pdf

For the FY 2024-25, the Company did not meet the criteria prescribed under Section 135(1) of the Act for mandatory CSR spend. Accordingly, the Company was not required to undertake any CSR activities during the year.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company places great emphasis on fostering an environment that is free from any form of harassment or discrimination and has adopted a zero-tolerance policy towards sexual harassment. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of complaints pertaining to sexual harassment during the year under review are as follows:

No of complaints pending resolution as at beginning of FY 24-25	No of complaints received during FY 24-25	No of complaints disposed off during FY 24-25	No. of cases pending for more than ninety days
0	0	0	0

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, including statutory requirements relating to maternity leave, medical bonus, and nursing breaks. The Company remains committed to safeguarding the welfare and rights of its women employees by implementing appropriate measures, policies, and internal procedures. These initiatives are aimed at fostering a safe, inclusive, and supportive work environment, in line with the provisions of the Maternity Benefit Act and other applicable laws.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

(A) Conservation of Energy

Steps taken or impact on conservation of energy -

The Company operates in the service industry with limited energy requirements confined to office premises and IT systems. Initiatives such as the use of energy-efficient lighting, periodic maintenance of electrical equipment, and encouraging employees to adopt power-saving practices have resulted in optimized energy consumption.

Steps taken by the Company for utilizing alternate sources of energy -

Considering the non-manufacturing nature of the business, large-scale deployment of alternative energy is not required. However, the Company continues to explore renewable energy options and adopts energy-efficient hardware wherever feasible.

The capital investment on energy conservation equipment -

No significant capital investment in specialized energy-conservation equipment was required during the year.

(B) Technology Absorption, Research and Development

The efforts made towards technology absorption -

The Company constantly upgrades its Adtech platforms, analytics tools, and software solutions to improve service efficiency and deliver better results to clients. In-house teams collaborate with technology partners to integrate AI-driven and data- driven solutions.

The benefits derived like product improvement, cost reduction, product development, or import substitution -

Enhanced technology adoption has led to more effective targeting of digital campaigns, increased client satisfaction, faster project turnaround times, and a reduction in operational costs through automation and optimized resource allocation.

In case of imported technology (imported during the last three years, reckoned from the beginning of the financial year)

The Company has not imported any technology during the last three (3) financial years.

The expenditure incurred on research and development -

The Companys expenditure primarily relates to software upgrades, cloud infrastructure, and consulting services aimed at strengthening its digital capabilities. Henceforth, no separate R&D capitalization has been made during the year.

(C) Foreign Exchange Earnings/Outgo

During the FY under review, the total Foreign Exchange Inflow and Outflow during the year under review is as follows:

		(Rs. In Lakhs)
Particulars	2024-25	2023-24
Inflow	21.38	NIL
Outflow	NIL	NIL

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company follows the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act, for convening and conducting the meeting of the Board of Directors, general meetings, and other matters related thereto, and has devised proper systems to ensure compliance with applicable Standards.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC") DURING THE YEAR, ALONG WITH ITS STATUS AS AT THE END OF FY

During the year under review, no application was made by the Company under the Insolvency and Bankruptcy Code, 2016, nor any proceeding was pending before the tribunal or any other authorities under the said Code.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS, ALONG WITH THE REASONS THEREOF

During the year under review, there was no instance of a one-time settlement with any Bank or Financial Institution.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. This Code, inter alia, lays down the procedures to be followed by designated persons while trading or dealing in the Companys shares and sharing Unpublished Price Sensitive Information (UPSI). The Code covers the Companys obligation to maintain a Structured Digital Database (SDD) and a mechanism for the prevention of insider trading and handling of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI. The Code is available on the website of the Company at https://www.lucentindustries.in/investors/code conduct.

The compliance with the Code of Conduct is closely monitored, and violations, if any, are reported to the Audit Committee at regular intervals.

The Company has also maintained a Structured Digital Database (SDD) to ensure compliance with the statutory requirements. The Company ensures that the Designated Persons are familiarized with the Code of Conduct and trained on maintaining SDD.

GREEN INITIATIVE

As a responsible Corporate Citizen, the Company embraces the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents, including the Annual Report and Notices to the Shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Share Transfer Agent (RTA).

The shareholders who have not registered their e-mail addresses so far are requested to do the same and become a part of the initiative and contribute towards a greener environment.

OTHER DISCLOSURES

As of March 31, 2025, in terms of the applicable provisions of the Act and SEBI Listing Regulations:

• No equity shares with differential rights as to dividend, voting, or otherwise have been issued.

• No sweat equity shares have been issued.

• No buyback of shares has been undertaken.

• No amount or shares were required to be transferred to the Investor Education and Protection Fund.

• The entire share capital of the Company is in dematerialized form.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the contribution made by all the employees towards the growth and success of your Company and extends its sincere appreciation to the Companys customers, vendors, bankers, consultants, the Government of India and the State Government, and the regulatory and statutory authorities for their support.

The Board is deeply grateful to all the members of the Company for entrusting their confidence and faith in us.

	By order of the Board of Directors
	For Lucent Industries Limited
	Kunal Hasmukh Kothari	Ishank Joshi
Date: 12th August, 2025	Whole-time Director and Chief Operating Officer	Managing Director and Chief Executive Officer
Place: Mumbai	DIN:07111105	DIN:05289924