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You can view full text of the latest Director's Report for the company.

BSE: 507912ISIN: INE724A01017INDUSTRY: Finance & Investments

BSE   ` 1000.00   Open: 995.00   Today's Range 962.05
1024.90
-4.60 ( -0.46 %) Prev Close: 1004.60 52 Week Range 258.95
1179.80
Year End :2025-03 

The Board of Directors are pleased to present the Forty-First
Annual Report together with Audited Financial Statements of
the Company for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows:

Particulars

Standalone

Consolidated

Financial

Year

2024-25

Financial

Year

2023-24

Financial

Year

2024-25

Financial

Year

2023-24

Revenue from
Operations

737.52

8256.87

1414.25

8988.86

Other Income

4.52

24.02

28.60

24.02

Total Revenue

742.04

8280.89

1442.85

9012.88

Profit before Tax

(467.78)

6782.95

25.99

7332.46

Less: Tax expense

(73.68)

1277.44

61.18

1387.56

Profit after Tax

1032.34

5505.51

181.88

5944.90

Other

Comprehensive
income for the year

(1276.62)

589.78

(1203.56)

573.81

Total

Comprehensive
Income / (loss) for
the year

(244.28)

6095.29

(1021.68)

6518.71

Earnings per equity
share (Face Value of
Rs. 10/- each)

- Basic and Diluted
(in Rs.)

8.21

43.80

1.45

47.30

RESERVE

The Company during the year under review has transferred
Rs. 206.47 lakhs to Special Reserve as per applicable regulation
for NBFCs, prescribed by the Reserve Bank of India Act, 1934.

DIVIDEND

After careful assessment of the available profit during the
financial year ended 31st March, 2025, your Director’s have
not recommended any dividend for the financial year ended
31st March, 2025.

PERFORMANCE REVIEW

The Company has prepared the financial statement in
accordance with the Companies Act, 2013 and Ind AS. The
Company’s standalone revenue from operations decreased
from Rs. 8,256.87 lakhs to Rs. 737.52 lakhs and Other Income
also decreased from Rs. 24.02 lakhs to Rs. 4.52 lakhs. There is
a net profit after tax of Rs. 1032.34 lakhs as against net profit of
Rs. 5505.51 lakhs in the corresponding previous year.

The Company’s consolidated revenue from operations
decreased from Rs. 8988.86 lakhs to Rs. 1414.25 lakhs and
Other Income also increased from Rs. 24.02 lakhs to Rs. 28.60
lakhs There is a net profit after tax of Rs. 181.88 lakhs as
against net profit of Rs. 5,944.90 lakhs in the corresponding
previous year.

SHARE CAPITAL

During the year under review, there is no change in the Share
capital of the Company. Further the Company has not issued
any sweat equity shares or bonus shares or equity shares with
differential rights.

PUBLIC DEPOSITS

The Company has no public deposits as of date and will not
accept any deposits without prior approval of the Statutory
Authorities concerned.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. The scope
and authority of the Internal Auditors’ function is defined in
their letter of engagement. To maintain its objectivity and
independence, the Internal Auditors’ reports to the Chairman
of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates the efficacy
and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures
and policies of the Company. Based on the report of Internal
Auditors process owners undertake corrective action in
their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit
Committee of the Board.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in nature
of business of the Company.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of
business and is committed to managing the risks in a proactive
and efficient manner.

The Board of the Company at regular intervals monitors the
financial, operational, legal risk to the Company. There is
no risk, which in the opinion of the Board may threaten the
existences of the company.

Pursuant to section 134 (3) (n) of the Act it is stated that at
present the company has not identified any element of risk
which may threaten the existence of the Company.

SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND
ASSOCIATE COMPANIES

During the year under review, Bond Street capital Private
Limited ceased to be a subsidiary of your Company w.e.f.
26th March, 2025 and apart from this no company has become
or ceased to be subsidiary, joint venture or associate of the
company.

Your Company had become a Subsidiary Company of Hindon
Mercantile Limited.

The required financial information in the consolidated
balance sheet is given in respect of Company’s subsidiary i.e.
Bond Street Capital Private Limited as on 26th March, 2025, in
Form AOC 1 annexed to this Report as
“Annexure I”.

Annual accounts of the Subsidiary Company and the related
detailed information shall be available to shareholders of the
Company and Subsidiary Company seeking such information
at any point of time and also kept open for inspection by any
shareholders in the Registered office of the Company and
Subsidiary Company.

The annual accounts of the aforesaid subsidiary and the related
detailed information shall also available to shareholders of the
Company, seeking such information at Company’s website i.e.
www.lkpfinance.com . The Company does not have any joint
ventures and holding company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. Gunjan Jain (DIN: 10496273), Non-Executive Director of
the Company is liable to retire by rotation at the forthcoming
Annual General Meeting (“AGM”) and being eligible, offers
herself for re-appointment.

On March 28, 2025, on the recommendation of Nomination
and Remuneration Committee, the Board approved the
appointment of followings as Additional Directors:

S. No.

Name

Category

1.

Mr. Umesh Aggarwal

Executive Director

2.

Mr. Kapil Garg

Non-Executive Director

3.

Mrs. Gunjan Jain

Non-Executive Director

4.

Mr. Manoj Kumar Bhatt

Non-Executive and
Independent Directors

5.

Mr. Hemant Bhageria

Non-Executive and
Independent Directors

On April 03, 2025, the Board approved the appointment of
Ms. Meenu Sharma as an Addition Director (Non-executive
and Independent Director).

On May 08, 2025, on recommendation of the Board of
Directors, the Members of the Company approved through
postal ballot the appointment of followings:

S.

No.

Name

Category

Period

1.

Mr. Umesh
Aggarwal

Whole Time
Director

5 Years (March 28, 2025
to March 27, 2030)

2.

Mr. Kapil
Garg

Non¬

Executive

Director

-

3.

Mrs. Gunjan
Jain

Non¬

Executive

Director

-

4.

Mr. Manoj
Kumar Bhatt

Non¬

Executive

and

Independent

Director

5 Years (March 28, 2025
to March 27, 2030)

5.

Mr. Hemant
Bhageria

Non¬

Executive

and

Independent

Director

5 Years (March 28, 2025
to March 27, 2030)

6.

Mrs. Meenu
Sharma

Non¬

Executive

and

Independent

Director

5 Years (April 03, 2025
to April 02, 2030)

The Board of Directors are of the opinion that Mr. Manoj
Kumar Bhatt, Mr. Hemant Bhageria and Mrs. Meenu Sharma,
Independent Directors possess integrity, necessary expertise,
relevant experience and proficiency.

On March 31, 2025 (closing business hours), following
Directors have been resigned:

S. No.

Name

Category

1.

Mr. Mahendra V. Doshi

Chairman and Managing
Director

2.

Mr. Pratik M. Doshi

Non-Executive Director

3.

Mr. Dinesh Waghela

Non-Executive Non¬
Independent Director

4.

Mr. Sajid Mohamed

Non- Executive
Independent Director

5.

Mr. Dara Jahangir
Kalyaniwala

Non- Executive
Independent Director

6.

Ms. Saseekala Nair

Non- Executive
Independent Director

Key Managerial personnel

Mr. Girish Kumar Balgovinda Innani, Company Secretary &
Compliance Officer and Mr. Satvinderpal Singh Gulati, Chief
Financial Officer of the Company have resigned w.e.f. March
28, 2025.

The Board of Directors, on the recommendation of
Nomination & Remuneration Committee, has appointed
Mrs. Ruby Chauhan as Company Secretary and Compliance
Officer and Mr. Mustak Ali as Chief Financial Officer of the
Company w.e.f. March 28, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the
Independent Directors under Section 149(7) of the Companies
Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Act and Regulation 25 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The disclosure as required under the provisions of the
Companies Act, 2013, read with Secretarial Standard issued
by Institute of Company Secretaries of India and Listing
Regulations forms part of Notice convening AGM.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board
has carried out an annual evaluation of performance of its
own, the Committees thereof and the Directors individually.

At the meeting of the Board all the relevant factors that are
material for evaluating the performance of the Committees
and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman
of the Board, who were inter-alia evaluated on parameters
such as level of engagement, contribution, independence
of judgment, safeguarding the interest of the Company and
its minority shareholders, etc. The performance evaluation
of the Independent Directors was carried out by the entire
Board except the Director being evaluated. The performance
evaluation of the Chairman and Non-Independent Directors
was carried out by the Independent Directors.

The Directors expressed their satisfaction with the evaluation
process.

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

Company’s policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the
independence of the Board, and separate its functions of
governance and management. As on March 31, 2025, the
Board has Eleven members, one of whom is an Executive
Chairman-Managing Director, one Whole Time Director, Four
Non-Executive Non-Independent Directors and Five
Independent Directors.

The Company’s policy on Directors’ appointment and
remuneration and other matters provided in Section 178(3)
of the Act, has been disclosed in the Corporate Governance
Report, which forms part of this Annual Report.

WOMEN DIRECTOR

In term of the provisions of section 149 of the Companies Act,
2013, and Regulation 17(1)(a) of the SEBI (LODR) Regulations,
2015, the Company shall have at least one-woman Director
on the Board. Your Company has Mrs. Gunjan Jain (DIN:
10496273) and Ms. Saseekala Nair (DIN: 10122007) as the
Women Director on the Board of the Company.

MEETINGS

During the year, seven Board Meetings, five Audit Committee
Meetings, two Stakeholder Committee Meetings, two
Nomination and Remuneration Committee Meetings and one
Corporate Social Responsibility Committee were convened
and held, the details of which are given in the Corporate
Governance Report. The Board meetings were held on April
26, 2024, July 25, 2024, August 28, 2024, August 30, 2024,
October 28, 2024, January 23, 2025 and March 28, 2025. The
intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for
ensuring compliance with the provisions of section 134(3)
(c) read with section 134(5) of the Companies Act, 2013 in
the preparation of the annual accounts for the year ended on
March 31, 2025 and state that:

i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if

any;

ii. 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
at the end of the financial year and of the profit of the
Company for that period;

iii. The Directors have 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 and for
preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a
going concern basis;

v. The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

vi. There is a proper system to ensure compliance with the
provisions of all applicable laws and that such systems
are adequate and operating effectively.

STATUTORY AUDITORS

In term of section 139 of the Act read with Companies (Audit
& Auditors) Rules, 2014 (as amended) M/s. MGB & Co LLP,
Chartered Accountants (Registration No. 101169W/W-100035)
was appointed as Statutory Auditors of your Company for a
period of 1 (one) year from the conclusion of the 40th AGM of
your company held in the year 2024 until the conclusion of 41st
AGM of your company.

Further, Based on the recommendation of the Audit
Committee, the Board of Director at their meeting held on July
03, 2025 has recommended appointment of M/s Parv & Co.,
(Firm Registration No. 029582N) as the Statutory Auditor of the
company on the completion of tenure of previous statutory
auditors. The Company has received the consent from
M/s Parv & Co., Chartered Accountants and confirmation to
the effect that they are not disqualified to be appointed as the
Statutory Auditors of the Company, in terms of the provisions
of the Companies Act, 2013 and rules made there under.

STATUTORY AUDITORS REPORT

The Auditors’ report contained qualified opinion. The notes
on financial statements referred to in the auditors’ report are
self-explanatory and do not call for further comments.

RESPONSES TO QUALIFICATIONS, RESERVATIONS,
ADVERSE REMARKS AND DISCLAIMERS MADE BY THE
STATUTORY AUDITORS.

a) The Company has not obtained balance confirmations /
term sheets from two lenders with outstanding balances
aggregating to Rs. 3,596.65 lakhs, included under
borrowings. Accordingly, external confirmations as
required under Standard on Auditing (SA) 505, External
Confirmations, were not available for our verification.
Further, the Company has not provided interest expense
on the above-mentioned borrowings, the amount of
which is presently not ascertainable, and is not in
compliance with Ind AS 109 “Financial Instruments”
wherein such financial liabilities are required to be
measured at amortised cost using the effective interest
rate method. Had the interest expense been provided,
the liabilities would have been higher, the net profit for
the year and networth as at 31 March 2025 would have
been lower to that extent. In respect of one lender,
Kingfisher Finvest India Limited, with an outstanding
balance of Rs. 2,122.40 lakhs, the Company received
a garnishee Order from the Recovery Officer, Debt
Recovery Tribunal (DRT), Bangalore, for Rs. 2,500 lakhs
plus interest. This Order was pursuant to order obtained
by State Bank of India from DRT against Kingfisher
Airlines Limited, United Breweries (Holdings) Limited,
and others. The Company has contested the claim
and deposited Rs. 1,126.22 lakhs, included in other
non-financial assets and mutual fund investments of
Rs. 595.12 lakhs have been attached by the Recovery
Officer. The matter is currently pending before the
Debt Recovery Appellate Tribunal, Chennai. In the
absence of external confirmations, pending outcome

of the legal dispute and non-provision of interest, we
are unable to determine whether any adjustments or
additional disclosures are required in the accompanying
standalone financial results.

If Management is unable to estimate the impact, reasons for
the same:

a) The Company is unable to get the confirmation/ term
sheet from two lenders as the parties are not contactable.
The Company is confident that there will be no material
change in the balances outstanding. Further the matter
with DRAT Chennai is pending and the outcome of the
matter is uncertain.

Pursuant to provisions of the Section 143(12) of the Act, the
Statutory Auditors have not reported any incident of fraud
to the Audit Committee or the Board during the year under
review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors
nor the Secretarial Auditor has reported to the Audit
Committee under Section 143(12) of the Act any instances of
fraud committed in the Company by its officers or employees.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act
2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the company has appointed
M/s V. R. Associates, a firm of Company Secretaries in practice
to undertake the Secretarial Audit of the Company for the
F.Y. 2024-25. The Secretarial Audit Report is annexed herewith
as
“Annexure II”. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark or
disclaimer.

Further, pursuant to the provisions of Regulation 24A &
other applicable provisions of the Listing Regulations read
with Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and on recommendation of the Audit Committee,
the Board of Directors at its meeting held on July 03, 2025 has
approved appointment of M/s Abhay K & Associates, Practicing
Company Secretaries as Secretarial Auditors for a period of
five consecutive years commencing from the financial year
2025-26 till financial year 2029-30. The resolution seeking the
Members’ approval for the appointment of Secretarial Auditor
of the Company forms part of the Notice.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

The Board of Directors affirm that the Company has complied
with the applicable Secretarial Standards issued by the
Institute of Companies Secretaries of India (SS1 and SS2)
respectively relating to Meetings of the Board, its Committees
and the General Meetings.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act
are not applicable for the business activities carried out by the
Company

ANNUAL RETURN

As per Section 92 of the Companies Act, 2013, the copy of
annual return of the company has been placed on the website
of the company and can be accessed at
www.lkpfinance.com.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of Section 135 of the Companies Act, 2013 your
Company has formed a Corporate Social Responsibility (CSR)
Committee to approve activities to be undertaken, expenditure
to be incurred and to monitor the performance of the CSR
activities undertaken by the Company.

The Board of Directors and the CSR Committee review
and monitor from time to time all the CSR activities being
undertaken by the Company.

The Company has contributed funds for the promotion
of education and environmental sustainability etc. The
contribution has been made to a registered trust which mainly
undertakes activities specified under Schedule VII of the
Companies Act, 2013.

The report on CSR activities is annexed herewith as
“Annexure III”.

The Company’s CSR policy provides guidelines and lays down
the process to undertake CSR activities of the Company. the
CSR Policy is also available on the website of the Company
www.1kpfinance.com

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on arm’s length basis and were in
the ordinary course of the business. There are no materially
significant related party transactions made by the Company
with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with
interest of the Company at large. The particulars of Contract or
arrangement in Form AOC-2 as required under Section 134(3)
(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is annexed to this Board Report. The
details of other loans and advances are mentioned in notes to
accounts and are not repeated here.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN OR SECURITY PROVIDED BY THE
COMPANY

Being an NBFC, the disclosures regarding particulars of loans
given, guarantees given and security provided, is exempted
under the provisions of section 186(11) of the Act. As regards
investments made by the company, the details of the same are
provided under financial statements of the company for the
year ended 31 March, 2025.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which
is applicable to the Members of the Board and all employees in
the course of day-to-day business operations of the company.
The Code has been placed on the Company’s website at
www.lkpfinance.com

The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors and
the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders.

AH the Board Members and the Senior Management personnel
have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.

The Company has established a vigil mechanism to be known
as the ‘Whistle Blower Policy’ for its Directors and employees,
to report instances of unethical behavior, actual or suspected,
fraud or violation of the Company’s Code of Conduct. The
aim of the policy is to provide adequate safeguards against
victimization of whistle blower who avails of the mechanism
and also provide direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy’ has been formulated
with a view to provide a mechanism for the Directors and
employees of the Company to approach the Chairman of the
Audit Committee of the Company.

The purpose ofthis policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees
willing to raise a concern about serious irregularities within
the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of
Insider Trading as amended from time to time 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 Company’s 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.

AH Board Directors and the designated employees have
confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under regulation 34(2) of the Listing Regulations,
a detailed management discussion and analysis report is
annexed to this annual report.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Section 124, 125 and other
applicable provisions, if any, of the Act, read with provisions
of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and
other applicable provisions, all unpaid or unclaimed dividends
are required to be transferred by the Company to the Investor
Education and Protection Fund (“IEPF”) established by the
Central Government, after completion of seven years from the
date the dividend is transferred to unpaid/unclaimed account.

Further, according to the Rules, the shares in respect of which
dividend has not been paid or claimed by the members for
seven consecutive years or more shall also be transferred to
the demat account created by the IEPF Authority.

Further, in terms of Section 124(6) of the Act, read with the
IEPF Rules, all the shares in respect of which dividend has
remained unpaid/unclaimed for seven consecutive years or
more from the date of transfer to the unpaid dividend account
are required to be transferred to the demat account of the
Investor Education and Protection Fund Authority (‘IEPFA’).

The details of unpaid/ unclaimed dividend and equity shares
so transferred are uploaded on the website of the Company
at
https://www.lkpfinance.com as well as that of the Ministry
of Corporate Affairs, Government of India at http://www.mca.
gov.in
.

The Members/Claimants whose shares and unclaimed
dividend have been transferred to IEPF may claim the shares
or apply for refund by making an application to IEPF Authority
in Form IEPF 5 (available on
www.iepf.gov.in). The Member/
Claimant can file only one consolidated claim in a Financial
Year as per the IEPF Rules.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting
the financial position of the Company from end of the financial
year up to the date of this Board’s Report.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there are no significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company’s
operations in future.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate
of compliance from the Practising Company Secretaries and
Management Discussion and Analysis Report forms part of
this Report.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate

Number of

Number of

Aggregate

number of

shareholders

shareholders

number of

shareholders

who

to whom

shareholders

and the

approached

shares were

and the

outstanding

wlisted entity

transferred

outstanding

shares in the

for transfer of

from

shares in the

suspense

shares from

suspense

suspense

account

suspense

account

account lying

lying at the

account

during the

at the end of

beginning of
the year

during the
year

year

the year

NIL

NIL

NIL

NIL

Declaration that the voting rights on shares in the suspense
account shall remain frozen till the rightful owner of such
shares claims the shares - Not Applicable

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

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The
following is a summary of sexual harassment complaints
received and disposed-off during the year 2024-25:

• Number of complaints received: Nil

• Number of complaints disposed-off: Nil

• Number of complaints pending: Nil

MATERNITY BENFIT COMPLIANCE DECLARATION

In accordance with the provisions of the Maternity Benefit
Act, 1961, as amended, and in alignment with the principles
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, particularly Schedule V relating to
corporate governance disclosures, the Board affirms that
the Company has fully complied with all applicable laws and
regulations relating to maternity benefits during the financial
year under review.

The Company has adopted employee-centric policies that are
compliant with statutory requirements and reflective of our
commitment to diversity, equity, and inclusion. The Company
has:

Granted maternity leave and related benefits to all eligible
women employees as per applicable law;

Ensured availability of medical bonus, nursing breaks, and
return-to-work support;

Complied with the requirements relating to creche facilities,
as specified under the Maternity Benefit (Amendment) Act,
2017, where applicable;

Maintained a discrimination-free and supportive workplace,
in line with the non-discriminatory employment practices
outlined under the SEBI LODR framework.

The Company’s HR policies and practices are periodically
reviewed to ensure compliance with evolving legal and
regulatory requirements, and to promote the welfare of all
employees, particularly women during and after maternity.

The Board remains committed to upholding the highest
standards of corporate governance and employee well-being.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering that the Company is a Non- Banking Financial
company which is not involved in any manufacturing or
processing activities, the particulars as required under section
134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 regarding Conservation
of energy and Technology Absorption not applicable

Foreign exchange earnings and outgo: Nil

EMPLOYEE PARTICULARS

The Statement of Disclosure of Remuneration under Section
197 of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed as
Annexure-IV.

TAKEOVER AND CHANGE IN MANAGEMENT AND CONTROL

On August 28, 2024, Hindon Mercantile Limited and Mr.
Kapil Garg (acquirers) have entered into a share purchase
agreement with Mr. M V Doshi and other promoters of the
company (“Sellers”), for acquisition of 56,96,312 Equity share
representing of 45.32% of the equity share capital of the
company. Pursuant to Regulation 3(1) and 4 of Securities and
Exchange Board of India (Substantial Acquisition of share and

takeover) Regulation 2011, mandatory Open Offer to the Public
Shareholders of the Company has been made by the Acquirers
to acquire 32,67,845 Equity share representing 26% of equity
shares of the company. Acquirer had acquired the from the
Promoters, 44,46,227 Equity share representing of 35.37% of
the paid-up Share Capital and 19,97,068 Equity Shares, from
the Public Shareholders under the open offer representing
15.88% of equity shares of the company. Till March 31, 2025,
in aggregate 51.26% was acquired by the Acquirers.

Further, consequent to acquisition, the Management
and Control of the Company has been changed through
appointment of New Directors, Mr. Umesh Aggarwal, Mr.
Kapil Garg, Mrs. Gunjan Jain, Mr. Manoj Kumar Bhatt, Mr.
Hemant Bhageria and Mrs. Meenu Sharma.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere
appreciation to Shareholders, Bankers, Institutions and
Employees for their co-operation and support.

By order of the Board of Directors

(Umesh Aggarwal) (Kapil Garg)

Whole Time Director Director

Place: Mumbai DIN: 03109928 DIN: 01716987

Date: 03 July 2025