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Mahaan Foods Ltd Directors Report

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(4.68%)
Oct 13, 2025|12:00:00 AM

Mahaan Foods Ltd Share Price directors Report

To,

The Members

Lake Shore Realty Limited (Formerly Known as Mahaan Foods Limited)

Your Directors take pleasure in submitting the 38th Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS & PERFORMANCE

(Figures in lakhs)

Particulars For the year ended 31-03-2025* For the year ended 31-03-2024*
Revenue from operations 0.00 0.00
Other Income 135.80 125.08
Total Revenue 135.80 125.08
Profit before tax and Exceptional Items 96.85 88.43
Exceptional Items 0.00 0.00
Profit before Taxation 96.85 88.43
-Current Tax 24.54 23.57
-Deferred Tax (0.54) (0.80)
-Excess/Short provision of tax 0.00 (0.65)
Net Profit/(Loss) For the Year 72.85 66.31

*Figures are grouped wherever necessary.

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Companys website www.lakeshorerealty.in.

2. STATE OF COMPANYS AFFAIR

During the year, Your Company not earn any revenue form business operation but there is other income Rs. 135.80 Lacs as compared to total 125.08 Lacs in financial year 2023-24 and Profit before Tax for the year 2024-25 stood at Rs. 96.85 Lacs as compared to profit before tax of Rs. 88.43 Lacs in financial year 2023-24. Profit after Tan x for the current year stood at Rs. 72.85 Lacs as compared to profit after Tax of Rs. 66.31 Lacs in financial year 2023-24.

Your Company is constantly looking out for viable business proposals and is trying to come up with some business plan for growth of the Company in near future.

A detailed analysis on the Companys performance is included in the "Managements Discussion and Analysis Report", which forms part of this Report.

3. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture and associate Company.

4. ROAD AHEAD:

Our vision is to lead in the development and management of large-scale projects across various sectors, including real estate, infrastructure, hospitality, education, healthcare, and industrial warehousing. Our priorities moving forward are;

• Increase our involvement in high-impact projects across multiple sectors, both in India and internationally, by identifying new opportunities and collaborating with strategic partners.

• Provide integrated solutions that cover the full project lifecycle?from planning and design to construction, leasing, and marketing?delivering turnkey services with exceptional quality, efficiency, and innovation.

• Explore opportunities for growth beyond domestic borders, identifying emerging markets and sectors where our expertise can add value.

5. DIVIDEND:

No dividend is recommended for the financial year ended 31st March, 2025.

6. TRANSFER TO RESERVE:

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL:

The Companys Authorised Share capital comprising:

• Rs. 20,00,00,000 (Rupees Twenty Crore Only) equity share capital divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- each.

As at 31st March, 2025, the Company has issued 35,00,700 (Thirty-Five Lakhs Seven Hundred) Equity Shares Equity Shares of Rs. 10/- each. The Issued, Subscribed and paid up Capital are as under:

During the year under review, there is no change in the paid-up capital of the Company.

8. SHARES:

Buy Back of Securities

Your Company has not bought back any of its securities during the financial year.

Sweat Equity:

Your Company has not issued any Sweat Equity Shares during the financial year.

Bonus Shares:

No Bonus Shares were issued during the financial year.

Employees Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees during the financial year.

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the course of this financial year, the company has undergone significant changes in its nature of business operations. The Company was primarily engaged in manufacturing of dairy products and pharma nutritional products which has post Members approval diversified into the operation in development and management of projects relating to real estate, infrastructure, hospitality, education, healthcare, industrial warehousing etc. Due to a change in the nature of the business, the Company name was duly changed from Mahaan Foods Limited to Lake Shore Realty Limited, w.e.f. 22nd April, 2025.

10. DEPOSITORY SYSTEM:

The Companys equity shares are available for Dematerialisation through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). As of March 31, 2025, 87.70% of the Companys equity shares were held in dematerialised form.

11. PUBLIC DEPOSITS:

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

Issued Capital 3,50,07,000
Subscribed Capital 3,50,07,000
Paid Up Capital 3,50,07,000

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

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and companys operation in nature.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

13.1 DIRECTORATE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and other applicable rules, regulations, if any, the Company has an optimum combination of the Executive and Non-Executive Directors in the Board of Directors of the Company. As on 31st March, 2025, the Board comprised of 5 (Five) The composition of the Board as on 31st March, 2025 is as below:

Sr. No. Name of Director Designation
1. Mrs. Saloni Goyal Non-Executive Director,
2. Mr. Sanjeev Goyal Managing Director & Chairman
3. Mrs. Manisha Goyal Non-Executive Independent Director
4. Mr. Achal Kumar Khaneja Non-Executive Independent Director
5. Mr. Dharmesh Bhutani Non-Executive Independent Director

Further, after closure of financial till the date of preparation of Director Reports. The Board was re-constituted due to change in management as under Changes in Management post the financial year Appointments:

Mr. Chandan Hiralal Prajapati (DIN: 07214900) was appointed as an Additional Non-Executive Director of the Company w.e.f. 4th August, 2025, subject to approval of the shareholders.

Ms. Bhairavi Chandrakant Goswami (DIN: 00576641) was appointed as an Additional Director and Managing Director of the Company under promoter category w.e.f. 4th August, 2025, subject to approval of the shareholders.

Mr Vijay Kumar (Din:07904740) was appointed as Additional Independent Director (Non-Executive) of the Company w.e.f. 4th August, 2025, subject to approval of the shareholders.

Mrs. Ruchi Ghanashyam (DIN: 09148241) was appointed as Additional Independent Director (NonExecutive) of the Company w.e.f. 4th August, 2025, subject to approval of the shareholders.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

Retirement by Rotation:

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Chandan Hiralal Prajapati (DIN: 07214900) Non-Executive Director, retire by rotation and is being eligible has offered himself for reappointment at the ensuing Annual General Meeting. Companys policy on directors appointment and remuneration is available on the website of the company at www.lakeshorerealty.in.

Cessation:

Resignation of Mrs. Saloni Goyal (DIN: 00400832), Mrs. Manisha Goyal (DIN: 00724073), Mr. Sanjeev Goyal (DIN: 00221099) Mr. Dharmesh Bhutani (DIN: 00235301), and Mr. Achal Kumar Khaneja (DIN: 02282489) from the office of Director of the Company w.e.f. 4th August, 2025 due to change of management.

13.2 KEY MANAGERIAL PERSONNEL:

Appointments of KMP:

During the financial year under review Mr. Ankit Agarwal appointed as Company Secretary & Compliance Officer w.e.f. 14th November, 2024

Further, after closure of financial till the date of preparation of Director Reports. Ms. Bhairavi Chandrakant Goswami is appointed as Managing Director of the Company w.e.f. 4th August, 2025, due to change of management.

Cessation of KMP

During the financial year under review Ms. Ritika Aggarwal resigned as Company Secretary & Compliance Officer w.e.f. June 12, 2024 and Mr. Shivam Sharma has joined as Company Secretary & Compliance Officer of the Company w.e.f. July 16, 2024.and resigned from the office w.e.f. 05th October, 2024.

Further, after closure of financial till the date of preparation of Director Reports. Mr. Jitender Singh Bisht resigned from the office of CFO of the Company w.e.f. 4th August, 2025, due to change of management.

Further, after closure of financial till the date of preparation of Director Reports. Mr. Ankit Agarwal resigned from the office as Company Secretary & Compliance Officer of the Company w.e.f. 13th August, 2025, due to change of management.

The Board placed on record its appreciation for the valuable services rendered by Ms. Ritika Aggarwal, Mr. Shivam Sharma, and Mr. Jitender Singh Bisht.

14. ANNUAL RETURN:

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2024-25 is available on Companys website at www.lakeshorerealty.in.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES:

With reference to Section 134(3)(h) of the Companies Act, 2013, and SEBI Listing Regulations all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arms length basis. Details of the related party transactions made during the year are attached as Annexure-1 in form AOC-2 for your kind perusal and information.

16. POLICY ON RELATED PARTY TRANSACTIONS:

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is www.lakeshorerealty.in.

17. COMMITTEES OF THE BOARD:

The Company has constituted the three Committees of the Board: Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as follows:

Audit Committee:

Terms of Reference:

The Audit Committee provides direction to the audit function in the Company and monitors/reviews the quality of financial management and internal audit. It also oversees the financial reporting process for proper disclosure in the financial statements and recommends appointment, re-appointment and removal of the auditors and about fixing their remuneration.

The Committee also reviews the quarterly, halfyearly as well as annual financial statements before the same are submitted to the Board, with particular reference to matters to be included in Directors Responsibility Statement; changes, if any, in the accounting policies and practices; major accounting entries involving estimates based on exercise of judgment by the management; significant adjustments made in financial statements; compliance with listing and other legal requirements relating to financial statements; disclosure and approval of related party transactions; qualifications, if any, in the draft audit report; scrutiny of inter-corporate loans and investments if any, valuation of undertakings or assets of the company, wherever it is necessary; etc. It also oversees the working of the Internal Audit system, including the internal control mechanism of the Company.

The Terms of reference of the Committee can be accessed at website of the Company at www.lakeshorerealty.in

Composition: The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

*The Audit Committee consists of the following members as on 31st March, 2025:

Sr. No. Name of Director Category
1. Mr. Sanjeev Goyal Managing Director
2. Mrs. Manisha Goyal Non-Executive Independent Director
3. Mr. Achal Kumar Khaneja Non-Executive Independent Director
4. Mr. Bhutani Dharmesh Non-Executive Independent Director

*Note: Further, after closure of financial till the date of preparation of Director Reports. The Audit Committee was re-constituted due to change in management is given in Annexure- 5

Meeting and attendance: Following are the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year as on 31st March, 2025 under review:

Sr. No. Date of Meeting Total No of Members on date of meeting Attendance
No. of Members attended % of Attendance
1. 29-05-2024 4 3 75%
2. 13-08-2024 4 4 100%
3. 14-11-2024 4 3 75%
4 25-01-2025 4 3 75%

Nomination and Remuneration Committee:

Terms of Reference inter-alia includes:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;

3. Devise a policy on diversity of the Board of Directors;

4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;

Set the level and composition of remuneration

6. which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;

7. Set the relationship of remuneration to performance;

8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and longterm performance objectives appropriate to the working of the Company and its goals;

9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management;

10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad- based plans); and

11. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is www.lakeshorerealty.in

Composition: The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

*The Nomination and Remuneration Committee consists of the following members as on 31st March, 2025:

Sr. No. Name of Director Category
1. Mr. Sanjeev Goyal Managing Director
2. Mrs. Manisha Goyal Non-Executive Independent Director
3. Mr. Achal Kumar Khaneja Non-Executive Independent Director
4. Mr. Dharmesh Bhutani Non-Executive Independent Director

*Note: Further, after closure of financial till the date of preparation of Director Reports. The Audit Committee was re-constituted due to change in management is given in Annexure- 5

Meeting and attendance: Following are the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year as on 31st March, 2025 under review:

Sr. No Date of Meeting Total No of Member s on date of meeting Attendance
No. of Members attended % of Attendance
1. 29-05 2024 4 3 75%
2. 16-07 2024 4 3 75%
3. 14-11 2024 4 3 75%

Stakeholder Relationship Committee:

Terms of Reference:

1. To monitor complaints received by your Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India (SEBI), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by your Company for redressing the same;

2. To approve requests for transposition, deletion, consolidation, sub-division, change of name, dematerialisation, rematerialisation, etc. of shares, debentures and other securities;

3. To review the measures taken to reduce the quantum of unclaimed dividend/ interest and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of your Company;

4. To resolve grievances of security holders including complaints related to transfers/transmission of shares, non-receipt of annual report, non-receipt of dividends, issue of new/duplicate certificates, general meetings, etc.

5. To review measures taken for effective exercise of voting rights by shareholders;

6. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent; and

7. To perform such other acts, deeds, and things as may be delegated to the Committee by the Board from time to time.

Composition: The composition of the Stakeholder Relationship Committee and terms of reference are in compliance with the provisions of Section 178 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

*The Stakeholder Relationship Committee consists of the following members as on 31st March, 2025:

Sr. No. Name of Director Category
1. Mr. Sanjeev Goyal Managing Director
2. Mrs. Manisha Goyal Non-Executive Independent Director
3. Mr. Achal Kumar Khaneja Non-Executive Independent Director
4. Mr. Dharmesh Bhutani Non-Executive Independent Director

*Note: Further, after closure of financial till the date of preparation of Director Reports. The Stakeholder Relationship Committee was re-constituted due to change in management is given in Annexure- 5

Meeting and attendance: Following are the detail of the attendance of each of the members of the Stakeholder Relationship Committee at its Meeting held during the year as on 31st March, 2025 under review:

Sr N o. Date of Meeting Total No of Member s on date of meeting Attendance
No. of Members attended % of Attenda nce
1. 25-01-2025 4 4 100 %

18. CORPORATE GOVERNANCE:

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliances with the Corporate Governance provisions as specified under regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clause (b) to (i) and (t) of sub regulation (2) of regulation 46 and Para-C, D and E of Schedule V are not applicable to the Company as paid-up share capital of the Company is less than Rs.10 crore and the net-worth of the Company is less than Rs. 25 crores as on the financial year ended on 31st March, 2025. However, in accordance with provisions of regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has made compliances with the applicable provisions under the Companies Act, 2013.

19. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo as required under Section 134(3) (m) of the Companies Act, 2013, read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as per Annexure -2.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of directors report

21. AUDITORS:

STATUTORY AUDITORS:

M/s PGS & Associates, Chartered Accountants (Firm Registration No. 122384W) be and are hereby recommended to be appointed as Statutory Auditors of the Company for a term of Five consecutive Financial years commencing from the conclusion of this Annual General Meeting till the conclusion of the 43rd Annual General Meeting on recommendation of the Audit Committee subject to the approval of shareholders of the Company.

INTERNAL AUDITOR:

The Board has appointed M/s. NKN & Associates, Chartered Accountants, (FRN: 028140N), as an Internal Auditor for financial year 2024-25 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal audit report for the financial year 2024-25 is received.

SECRETERIAL AUDITOR:

Your board has appointed in compliance with Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 29.08.2025 based on recommendation of the Audit Committee, has approved the appointment of CS Dipti Dharmesh Zaveri, Practising Company Secretary (Membership No. 10170, Certificate of Practice No. 12575 as Secretarial Auditors of the Company for FY 2025-26.

The secretarial report for the financial year 2024-25 is attached as Annexure-3 which is duly received from

M/s. Rahul G & Company, Company Secretaries (ACS: 51394 and CP: 20528), who was the Secretarial Auditor for the FY 2024-25.

The Secretarial Audit Report does not contain any qualification, observation or other adverse remarks which required any clarification from the Board.

22. COMMENTS ON AUDITORS REPORT:

The notes referred to in the Auditor Report are selfexplanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

23. NUMBER OF MEETING HELD DURING THE YEAR:

During the Financial Year 2024-25, Five (5) Board Meetings were convened and held and the gap between two meetings did not exceed 120 days.

Board meetings held on following dates:

Sr. No. Date of Meeting Board Strength No. of Directors Present
1. 29-05-2024 5 4
2. 16-07-2024 5 4
3. 13-08-2024 5 5
4. 14-11-2024 5 4
5. 25-01-2025 5 4

24. LOANS, GUARANTEES AND INVESTMENT:

The Company neither granted any loan or guarantee nor made any investment in terms of provisions of Section186 of the Act.

25. DECLARATION BY INDEPENDENT DIRECTORS:

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately 15th February, 2025 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

27. FAMILIARIZATION PROGRAMME FOR

INDEPENDENT DIRECTORS:

The Independent Directors are already conversant with their roles, rights, duties and responsibilities in the company, and are familiar with the nature of industry in which the company operates etc. Further, Independent Directors are regularly briefed about the latest updates pertaining to regulatory/statutory changes and its likely impact on the Company workings.

The said familiarization programme for independent directors, is also available on the Companys website at www.lakeshorerealty.in.

28. VIGIL MECHANISM & WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.lakeshorerealty.in.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

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

B. That 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 if the Company at the end of the financial year and of the profit of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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.

30. ANNUAL EVALUATION:

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 15th February, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

31. REMUNERATION POLICY:

Pursuant to the provisions of Section 178(3) of the Act, the Board has on the recommendation of the NRC framed a policy on Remuneration of Directors and Senior Management Employees, which is available on the Companys website at www.lakeshorerealty.in.

The current Remuneration Policy inter-alia ensures that appropriate and suitable members are appointed on the Board of the Company and that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and meets appropriate benchmarks. The Nomination and Remuneration Committee at its sole discretion considers the integrity, qualification, expertise and experience of the person for appointment as a director and then recommends to the Board of her appointment.

Managing Director: They are paid remuneration as decided and approved by the Board from time to time on recommendation of the Committee. Such remuneration is determined according to industry standards, experience, laws and regulations, prevailing market conditions and the scale of Companys business relating to the position.

Other Directors: The Company remunerates its nonexecutive by way of Sitting Fees for attending meetings of the Board and/or any Committee thereof decided by the Board subject to the maximum amount prescribed under the applicable provisions of the Companies Act, 2013.

32. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the boards report. The detailed report form part of Independent Auditors Report.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable on the Company.

35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure -4 to this report and form part of this Report.

36. RISK MANAGEMENT:

Risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. Your Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

37. LISTING AT STOCK EXCHANGE:

The Annual Listing Fee for the current year has been paid to the BSE Limited.

38. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Pursuant to Share Purchase Agreement dated May 30, 2025 transfer of 19,19,360 equity shares of ^10 each, constituting 54.84% of the paid-up equity share capital of the Company by Mr. Aditya Goyal, Mr. Sanjeev Goyal, Ms. Saloni Goyal, Ms. Sanya Goyal, M/s. Sanjeev Goyal HUF and Ms. Priyanka Sethi (collectively "Selling Promoters") to AL Maha

Investment Fund Pcc - Onyx Strategy and Indigo Infracon Private Limited (collectively "Acquirers").

As a result of this transaction, all management control and rights of the Company have been transferred to the Acquirers, and the Selling Promoters have ceased to have any role in the management or decision-making of the Company effective from the date of the agreement.

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

Your Company has in place a policy against sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. There are not more than 10 employees in your Company hence Internal Complaint Committee is not set up. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31st March, 2025 for redressal.

40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

During the year there are not more than 10 employees in your Company hence the provisions of the Maternity Benefit Act, 1961, currently not applicable to your Company.

41. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the 31st March, 2025.

Male Employees: 2

Female Employees: 0

Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

42. SECRETARIAL STANDARDS ISSUED BY THE

INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

43. PREVENTIONOF INSIDER TRADING:

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at www.lakeshorerealty.in.

44. RESEARCH & DEVELOPMENT:

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

45. FRAUD REPORTING:

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to the Central Government under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

46. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

47. STATUTORY INFORMATION:

The Company is basically engaged in the business of infrastructure and is a Real estate Company. Apart from this business, the company is not engaged in any other business/activities.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year.

49. APPRECIATION:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all stakeholders of the company viz. Shareholders, banks and other business partners for their valuable support and look forward to their continued co-operation in the years to come. The Directors place on record their sincere appreciation to all employees of the company for their support and contribution to the company.

50. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year

For the Board of Director
Lake Shore Realty Limited (Formerly Known as Mahaan Foods Limited)
Bhairavi Chandrakant Goswami Chandan Hiralal Prajapati
Managing Director Director
DIN : 00576641 DIN : 07214900
Place : Delhi
Date : 29.08.2025

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