Your Directors have great pleasure in presenting the Fortieth (40^th) Annual Report on the business and operations
of your company together with Audited Financial Statement including Consolidated Financial Statement for the
financial year ended 31^st March 2025 and the Auditors' report thereon.

FINANCIAL SUMMARY AND HIGHLIGHTS (Amount in lakhs)

FINANCIAL OVERVIEW STANDALONE & CONSOLIDATED

During the financial year 2024-25, the company on a standalone basis, registered a total revenue of Rs.18,637 lakhs
as compared to Rs.13,837 lakhs in the previous year resulting in an increase of 34.69%. On the consolidated level
in the current financial year the company made revenue of Rs.19,215 lakhs as against Rs.13,886 lakhs in FY 2023-24,
resulting in a rise of 38.38%.

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARY AND ASSOCIATE
BUSINESS OVERVIEW

There was no change to the nature of business of the Company as a property developer since the last AGM. The
Company continues to be primarily engaged in development of residential and commercial properties and also
sell approved plotted lands after compliances for the same are received. There has been overwhelming response
from the prospective purchasers.

The Company is engaged in re-development of city properties and for this purpose constant search is underway to
create relationships with Housing Societies. Most of the leads for re-development of properties are old Tamil Nadu
Housing Board Apartments/tenements where the model is that the company reconstructs on their land with new
buildings, provides alternative accommodation and a capital sum towards sale consideration.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

1. LANCOR "INFINYS" Project: Lancor "Infinys" was completed and has been handed over to the customers. This is
one of the largest single building residential development in that sub-district of Chennai. The completion of
the building has earned goodwill to the company from its customers and others.

2. Town & Country "Harmonia" at Sriperumbudur: Sriperumbudur is about to witness one of the biggest
development where our company, if all goes well would be able to put up over, 2.5 million sft of residential
space as apartments in addition to over 160 Villas in 3 different formats.

The Villas would be completed by March 2026 whereas by that date the construction, marketing and sales of
the apartments would have been underway for over 400 apartments in two phases.

This is possible to achieve because of the settlement with the landowners though unfortunately it occurred
due to an Arbitration process ordered by the High Court of Madras.

3. Menon Eternitiy: The pending dispute in the Supreme Court of India with regard to the Company's claim for
the ownership of 4^ floors of the premium building developed by your company is now being heard as a "final
hearing" in the Supreme Court following the admission of SLP last year.

The Company is seeking title to the property to be confirmed by the Honorable Supreme Court of India.
DIVIDEND AND RESERVES

Your Directors are pleased to recommend a Final dividend of Rs. 0.20/- per equity shares of the face value of Rs. 2/-
each (@10%) out of the profits of financial year ended 31^st March, 2025 subject to the approval of the members at
the ensuing Annual General Meeting and deduction of tax at source to those shareholders whose names appear in
the registers of members as on the record date.

SHARE CAPITAL

As on 31^st March, 2025, the authorized share capital of the company was Rs. 18,06,00,000/- (Rupees Eighteen Crores
and Six Lakhs only).

During the year the company has allotted 1,22,45,560 equity shares in preferential basis at a price of Rs. 45.30
(Rupees Forty-Five & Thirty paise) per equity share (including premium of Rs. 43.30 per Equity share) and paid-up
equity share capital of your Company increased by Rs. 2,44,91,120/-to Rs. 14,59,91,120/- comprising of 7,29,95,560
Equity Shares of Rs. 2/- each as on 31^st March, 2025 as compared to Rs.12,15,00,000/-, as on 31 March, 2024.

CAPITAL AND DEBT STRUCTURE

During the year, your company has issued equity shares by way of preferential issue, Employee Stock Option
Scheme and secured debentures through private placement basis which are provided in detail as below:

PREFERENTIAL ISSUE

The members of the Company vide EGM on 27^th March,2024 approved Preferential issue of upto 1,44,00,000 (One crore
Forty-Four Lacs) equity shares of face value Rs. 2/- at a price of Rs. 45.30 (Rupees Forty-Five & Thirty paise) per equity
share (including premium of Rs. 43.30 per Equity share) in F.Y 2023-24. During the year under review, your company has
made preferential allotment of 1,22,45,560 (One crore Twenty-Two Lacs Forty-Five Thousand Five Hundred and Sixty).

During the Financial year, your Board has approved the issue of up to 33,33,330 (Thirty Three Lacs Thirty three
thousand three hundred & Thirty Only) Convertible warrants each convertible into, or exchangeable, at an
option of Proposed Allottees, within a maximum period of 18 months from the date of allotment of Warrants into
equivalent number of fully paid up equity share of the Company of face value of Rs. 2/- (Rupee Two Only) each at a
price of Rs. 30/- (Rupees Thirty Only) each payable in cash ("Warrant Issue Price"), aggregating up to Rs. 9,99,99,900/
(Rupees Nine Crores Ninety-Nine Lacs Ninety-Nine Thousand and Nine Hundred Only), to specified promoters,

on preferential issue basis which was later approved by the shareholder in EGM dated 26^th April, 2025. The Board
of Directors of the Company has allotted above-mentioned warrants through circular resolution dated 13^th June,
2025.

DEBENTURES

Your company has issued and offered of Non-Convertible Debentures by way of private placement & allotted
6000 (Six Thousand) & 2500 (Two Thousand Five Hundred) senior, secured, unlisted redeemable, non-convertible
debentures of the face value of INR. 100,000/- (Indian Rupees One Lakh Only), for an aggregate nominal amount
of up to Rs. 60,00,00,000/- (Rupees Sixty Crores Only) & Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) in
tranches to M/s. Sundaram Alternates (through its AIF Category II fund vehicle).

EMPLOYEES STOCK OPTIONS:

Your Company has formulated and adopted "Lancor Holdings Limited Employees Stock option scheme 2024"

for the eligible employees of the company and that of its subsidiary companies / associate companies in terms of
regulations/ Guideline issued by Securities and exchange Board of India (SEBI). The members of the Company vide EGM
on 27^th March,2024 had approved the said ESOP scheme 2024 to extend the benefits of ESOP to all eligible employees
of present/ future employees of company/ subsidiary companies/ associate companies. The maximum number of
shares Covering the Scheme not exceeding 01 (one) million shares to implement the ESOP Scheme 2024 and shall vest
based on the achievement of defined annual performance as determined by the administrator (NRC committee).

Your Company has obtained a Certificate from Mr. Mohan Kumar, Company Secretary in whole-time practice,
having ICSI Membership No. FCS-4347 and COP No. 19145, the Secretarial Auditor of the Company, that the
LANCOR ESOP SCHEME, 2024, for grant of stock options has been implemented in accordance with Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE)
Regulations") and the resolution passed by the members in their Extraordinary General Meeting held on March 27,
2024. The said Certificate is made available in the company's website.

The Nomination and Remuneration Committee of the Board of Directors of the Company has approved the grant
of 8,97,800 stock options convertible to 8,97,800 equity shares of Rs. 2/- each to eligible employees of the company
under Lancor Holdings Limited Employee Stock Option Scheme 2024 at an exercise price of Rs. 2/- per option.
Out of the approved stock options 3,42,800 options have been renounced by the employees. The balance options
will vest in favour of the grantees over a period of 1 years from the date of grant i.e, June 28, 2024

Disclosures with respect to Stock Options, as required under Rule 12 (9) of Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 are annexed herewith as Annexure - 9 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e.,
(a) Networth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs.1,000 crore or
more; or (c) net profit of the company to be Rs.5 crore or more. As the net profit of the Company was more than
Rs. 5 Crores for the financial year 2023-2024, the Company had an obligation to spend at least 2% average net
profits of the Company made during the three(3) immediately preceding financial years in pursuance of the CSR
policy. However, the Company was not required to spend any amount, due to the net losses incurred by it in
calculation of average net profit of three (3) immediately preceding financial years.

The Annual Report on CSR containing particulars as specified in Rule 8 of the Companies (Corporate Social
Responsibility) Rules, 2014 is included in Annexure - 10.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year, there were no significant or material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company's operation in future.

In spite of the Company having won the case in DRT and other Courts and even after obtaining the ownership of
5162 sq.ft of built-up area by registration of a floor located one floor below the Corporate office of the company, it
has not been able to get the possession from the Official Liquidator due to extraordinary and unexplained delays.
However, your company has successfully managed to have the case transferred to DRAT, Mumbai to dispose of the
case instead of DRT, Delhi.

The silver lining is that your company acquired this property about 5 years ago at a competitive price in E-Auction
when compared to the current market value.

The company is eagerly awaiting the closure of the case regarding "Menon Eternity" in Supreme Court of India
and it hopes that the final hearing currently underway would be completed before end of August 2025 or early
September 2025.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of Executive Chairman who is a promoter of the Company along
with Five other Non-Executive Directors which includes four Independent Directors. The Company has two Women
Directors who are also Non-Executive and Independent.

The composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and
Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act, 2013.

B. Meetings

The Board of Directors duly met eleven (11) times during the year, the details of which are given in the Corporate
Governance Report that forms part of this Annual Report. In respect of all such meetings proper notices were
given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.
The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of
the Company was held on 12^th December, 2024.

C. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. S. Sridharan (DIN: 01773791) is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of
Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the
re-appointment of Mr. S. Sridharan (DIN:01773791) retiring by rotation.

Brief resume of the Director proposed to be re-appointed has been provided in the Notice convening the Annual
General Meeting. Specific information about the nature of his expertise in specific functional areas and the names
of the companies in which he holds Directorship and membership / chairmanship of the Board Committees as per
regulation 26 (4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 have also been included.

D. Committees of the Board

Your company has duly constituted the committees as required under the Companies Act, 2013 read with applicable
Rules made there under and the SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015;

At present, following are the committees of the Board;

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

> Corporate Social Responsibility Committee

> Banking, Finance & Operations Committee

The details of composition of each committee, terms of the reference and number of meetings held during the
year under review are given in the Corporate Governance Report annexed to this report.

E. Performance Evaluation

Section 134 ofthe Companies Act, 2013 states that formal evaluation needs to be made by the Board, ofits own performance
and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10)
of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 states that the performance evaluation of
Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the
Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of
the working of its Committees. The manner in which the evaluation has been carried out has been explained in the
Corporate Governance Report.

F. Directors' Responsibility Statement

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors,
hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

b) the Directors had 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 i.e. at 31^st March, 2025 and of the loss of the Company for that period;

c) 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 and for preventing and
detecting fraud and other irregularities;

d) 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 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.

G. Changes in Directors and Key Managerial Personnel

During the year under review, there was no change in composition of Board and of Key Managerial Personnel of
the Company

H. Declaration by Independent Directors

The Company had received necessary declaration from each independent director under Section 149 (7) of the
Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies
Act 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed during the year

The Board of Directors have evaluated the Independent Directors during the year 2024-25 and opined that the
integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

J. Details in respect of Frauds

The Auditor Report does not have any statement on suspected fraud in the company operations to explain as per
Sec. 134(2)(ca) of the Companies Act 2013.

AUDIT RELATED MATTERS

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of
the companies (Meeting of Board and its Powers) Rules, 2014, the Company has duly constituted a qualified and
independent Audit Committee. The Audit Committee consists of three "Non-Executive - Independent Directors"
as members having adequate financial and accounting knowledge. The composition, procedures, powers and
role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report
forming part of the Board's Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and
accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

B. Statutory Auditors and Statutory Audit Report

In line with the requirements of Section 139(2) the Companies Act, 2013, M/s. G M Kapadia & Co., Chartered
Accountants (Firm's Registration No. 104767W) was appointed as Statutory Auditor of the Company at the 38^th
AGM held on August 9, 2023 to hold office from the conclusion of the said meeting till the conclusion of the 43^rd
AGM to be held for F.Y. 2027-28.

The statutory Auditors' Report forms part of the Annual Report. The Auditors' Report issued by the Statutory
Auditors, M/s. G M Kapadia & Co., on the Standalone and Consolidated Financial Statement for the financial
year ended 31^st March, 2025 are with unmodified opinion, self-explanatory and do not call for any further
comments.

The Statutory Auditors' Report does not contain any qualification, reservation or adverse remark on the financial
Statements of the Company. They have not reported any incident of fraud to the Audit Committee of the Company
during the year under review.

C. Secretarial Auditors:

Pursuant to the provisions ofSections179(3), 204 and other applicable provisions, ifany, ofthe Companies Act, 2013 and
the Rules made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors based on the recommendations of the Audit Committee, appointed
M/s A. MOHAN KUMAR & ASSOCIATES, Practicing Company Secretaries, [Peer Review Certificate No 6842/2025]
as Secretarial Auditors of the Company, for a period of 5 (five) consecutive financial years, commencing from
FY 2025-26 to FY 2029-30, to carry out Secretarial Audit. The said appointment is subject to the approval of the
Members by means of an Ordinary Resolution as setout under Item No.4 of the Notice convening this Annual
General Meeting.

The Secretarial Audit Report in Form No. MR.3 issued by Mr. A. Mohan Kumar, Practicing Company Secretary does not
contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments
of the Board. The Secretarial Audit Report is annexed as Annexure - 1 forming part of this Annual Report.

D. Cost Auditor & Cost Records

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its
cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as
required under Section 148(1) of the Act. The Board of Directors of the Company, on the recommendation
of the Audit Committee, approved the appointment of M/s. B Y & Associates, Cost Accountants (Firm
Registration No. 003498) as the Cost Auditor of the Company to conduct audit of cost records of the
Company for relevant products as prescribed under the Companies (Cost Records and Audit) Rules, 2014
for the Financial Year 2025-26. In terms of the Companies Act and Rules there under requisite resolution for
ratification of remuneration of the Cost Auditors by the members was set out in the Notice of the 40^th AGM
of your Company and was approved.

E. Internal Financial Controls

There were adequate internal financial controls in place with reference to the financial statements. During the year
under review, these controls were evaluated and no significant weakness was identified either in the design or
operation of the controls.

F. Internal Audit

Pursuant to provisions of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014, the Board of Directors have appointed M/s. VGJ & CO, Chartered Accountants,
Chennai as the Internal Auditors of the Company for the financial year 2025-26.

POLICY MATTERS

A. Nomination and Remuneration Policy

The Company recognizes and embraces the benefits of having a diverse Board of Directors and sees increasing
diversity at the Board level as an essential element in maintaining a competitive advantage in the complex business
that it operates. It is recognized that a Board comprised of appropriately qualified people with a wide range of
experience relevant to the business of the Company is important to achieve effective corporate governance and
sustained commercial success of the Company. At a minimum, the Board shall consist of at least one-woman
Director. All Board appointments are made on merit, in the context of the skills, experience, independence,
knowledge and integrity which the Board as a whole requires to be effective.

The Nomination, Remuneration and Governance Committee of the Board of Directors has formulated a
Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and
independence of a director and policy relating to the remuneration for the Directors, Key Managerial Personnel
and Senior Management Personnel of the Company. The Nomination and Remuneration Policy is available on the
website of the Company at https://lancor.in/investors/#corporateCodes-and-Policies.

B. Risk Management Framework

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & regulation 21 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, the Company is entrusted with the task of monitoring and reviewing
the risk management plan and procedures from time to time. The Company has developed and implemented
risk management framework detailing the various risks faced by the Company and methods and procedures for
identification, monitoring and mitigation of such risks. At present the Company has not identified any element of
risk which may threaten the existence of the Company.

C. Corporate Social Responsibility Policy

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set out in Annexure-"10" to this Report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the
CSR Committee, please refer to the Corporate Governance Report.

D. Vigil Mechanism

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and
Section 177(9) read with Rule 7 of the companies (Meeting of Board and its Powers) Rules 2014 the Company had
duly established a vigil mechanism for stakeholders, Directors and employees to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The
Audit Committee of the Company oversees the vigil mechanism. The Company affirms that no personnel have
been denied direct access to the Chairperson of the Audit Committee.

The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory
practices. The Policy is available on the website of the Company https://lancor.in/investors/#corporateCodes-
and-Policies.

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

Your Company is an equal employment opportunity employer and is committed to creating a healthy work
environment that allows employees to perform their duties free from prejudice, gender bias and sexual harassment.
The Company upholds the principle that all employees are entitled to be treated with dignity and respect. Sexual
harassment, whether occurring within the workplace or outside in cases involving employees is considered a
serious offense and is subject to strict disciplinary action.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been established to address and resolve complaints related to sexual harassment.

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

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the details of the complaints during the
year are provided hereunder:

(a) Number of complaints of sexual harassment received in the year - NIL

(b) Number of complaints disposed of during the year - NIL

(c) Number of cases pending for more than ninety days - NIL

The Policy is available on the website of the Company at https://lancor.in/investors/#corporateCodes-and-Policies.

F. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. All
eligible women employees have been extended the benefits as prescribed under the Act, including maternity leave,
nursing breaks, and other applicable entitlements. The Company remains committed to providing a supportive and
inclusive workplace that ensures the health, safety, and well-being of all employees, particularly women during maternity.

OTHER MATTERS

A. Awards & Achievements:

Your company has been recognized at the Business Times Awards Chennai-2024 for "Excellence in Senior Living
Project - Lancor Town & Country, Sriperumbudur" and "Excellence Enterprising CEO," during the reporting year

B. Debentures:

The Company has issued debentures & allotted 6000 & 2500 Non-Convertible debentures to M/s. Sundaram
Alternates (through its AIF Category II fund vehicle).

C. Bonus Shares:

No bonus shares were issued during the year under review

D. Deposits:

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account
of principal or interest on public deposits was outstanding as of the balance sheet date.

E. Preferential issue:

During the year under review, the Company has made preferential allotment 1,22,45,560 Equity Shares on
18^th April, 2024 of face value Rs. 2/- at a price of Rs. 45.30 (Rupees Forty Five & Thirty paise) per equity share (including
premium of Rs. 43.30 per Equity share).

The Board has approved the issue of up to 33,33,330 (Thirty Three Lacs Thirty three thousand three hundred &
Thirty Only) Convertible warrants each convertible into, or exchangeable, at an option of Proposed Allottees,
within a maximum period of 18 months from the date of allotment of Warrants into equivalent number of
fully paid up equity share of the Company of face value of Rs. 2/- (Rupee Two Only) each at a price of Rs. 30/-
(Rupees Thirty Only) each payable in cash ("Warrant Issue Price"), aggregating up to Rs. 9,99,99,900/ (Rupees
Nine Crores Ninety-Nine Lacs Ninety-Nine Thousand and Nine Hundred Only), to specified promoters, on
preferential issue basis which was later approved by the shareholder in EGM dated 26^th April, 2025. The Board
of Directors of the Company has allotted above-mentioned warrants through circular resolution dated 13^th
June, 2025.

F. Buy back of securities:

The Company has not bought back any of its securities during the year under review

G. Sweat equity:

The Company has not issued any Sweat Equity Shares during the year under review.

H. Employees stock options:

Your Company has formulated and adopted Lancor Holdings Limited Employees Stock option scheme 2024 for
the eligible employees of the company and that of its subsidiary companies / associate companies in terms of
regulations/ Guideline issued by Securities and exchange Board of India.

The members of the Company vide EGM on 27^th March,2024 had approved the said ESOP scheme 2024 to extend
the benefits of ESOP to all eligible employees of present/ future employees of company/ subsidiary companies/
associate companies.

The maximum number of shares underwritten the Scheme shall not exceed 1 million shares to implement the
ESOP Scheme 2024 and shall vest based on the achievement of defined annual performance as determined by the
administrator (NRC committee) the performance parameters will be determined by the Administrator.

The detailed disclosures under the Companies (Share Capital and Debentures), 2014 and SEBI (Share Based
Employee Benefits & Sweat Equity) Regulations, 2021 are provided in the Annexure-9 of this report.

I. Shares with Differential Rights:

The Company has not issued any shares with Differential Rights for the year under review.

J. Transfer of Shares:

During the financial year, there was an inter-se transfer of 32,00,000 (4.38%) equity shares of the Company, between
Mrs. Sangeetha Shekar and Mrs. Shyamala Shekar on 30^th December, 2024.

K. Rights Issue:

The Company has not issued any shares under Rights offer for the year under review.

L. Borrowings

The Company has outstanding borrowings of Rs.13691.42 lakhs during the Financial Year ended 31^st March, 2025.

M. Transfer to Investor Education and Protection Fund

As required under the provisions of Sections 124(5) and 125(2)(c) of the Companies Act, 2013, dividends pertaining
to the Financial Year 2016-17 which were lying unclaimed with the Company for the past seven years was transferred
to the Investor Education and Protection Fund.

The details of unclaimed dividend transferred to the Investor Education and Protection Fund has been detailed in
the Corporate Governance Report forming part of the Annual Report.

N. Human Resources

Employee relation continues to be cordial and harmonious at all levels and in all departments of the Company. The
Board of Directors would like to express their sincere appreciation to all the employees for their continued hard
work and dedication.

Number of employees as on 31^st March, 2025 was 138, which include 21 women employees.

The table containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as Annexure - 2 to the Board's Report.

O. Credit Rating:

The company has obtained credit rating as 'CARE BB Stable', for long term Bank facility from Care short term credit
facility was rated as 'CARE A4' during the financial year.

P. Listing:

Your Company is listed on BSE Limited (BSE) & National Stock Exchange of India Limited (NSE), Mumbai with the
scrip code 509048 and symbol LANCORHOL. During the year, the Company has got approval from NSE and BSE for
listing of further issue of 1,22,45,560 equity shares of Rs. 2/- each issued under preferential basis.

Q. Code of Corporate Governance

In compliance with the requirement ofRegulations 24 to 27 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure - 3 from
M/s. Mohan Kumar & Associates, Practicing Company Secretaries.

Further, a certificate as required (pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015) from M/s. Mohan Kumar & Associates, Practicing
Company Secretaries stating that none of the directors are disqualified under Section 164 of the Companies Act,
2013 or any other provisions are attached in Annexure-4 as part of the Annual Report.

R. Code of Conduct

In compliance with requirement of regulations 17 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 and Companies Act, 2013 the Company has laid down a Code of Conduct (Code) for all the
Board Members and Senior Management Personnel of the Company. The Code is also posted on the Website of the
Company https://properties.lancor.in/wp-content/uploads/2022/11/code-of-conduct.pdf. All the Board Members
and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended 31^st
March, 2025. A declaration to this effect signed by Mr. J. M. Chandrasekar, Chief Executive Officer of the Company
forms part of this report.

S. Management Discussion and Analysis Report

In accordance with the requirement of the Listing regulations, the Management Discussion and Analysis Report is
presented in a separate section of this Annual Report as Annexure 5.

T. The Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024, is
available on the website of the Company at https://lancor.in/investors/#fiAnnual-Return.

U. Particulars of Loans, Guarantees and Investments

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments given
by the Company under Section 186 of the Companies Act, 2013 is detailed in (Note No. 2.20 and 2.06) Notes to
Standalone Financial Statements

V. Subsidiaries, Joint Ventures And Associates

Your Company have two wholly owned subsidiaries viz. Lancor Maintenance & Services Limited and Lancor
City Developer Limited (formerly known as Lancor Infinys Limited) and a Joint Venture viz. Central Park West
Venture.

Your company has got approval of Board of Directors for the scheme of amalgamation between Lancor
Maintenance & Services Limited, a wholly owned subsidiary (transferor company) with Lancor Holdings Limited
(transferee company) pursuant to provisions under Section(s) 230 to 232 of the Companies Act, 2013 read with
the rules made thereunder.

The company has filed Merger Application with NCLT on February, 2025. A gist of financial highlights/
performance of these companies is contained in Form AOC-1 and forms part of this report and annexed
as Annexure-6. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed
separate audited accounts of its subsidiary on its website https://lancor.in/investors/#fiFinancials-of-
Subsidiaries and copy of separate audited financial statements of its subsidiary will be provided to the
shareholders at their request.

W. Related Party Transactions

All related party transactions that were entered into during the financial year were at arm's length basis and were in
the ordinary course of business. All related party transactions are placed before the Audit Committee for approval
on quarterly basis, for the transactions which are of a foreseen and repetitive nature. The Board of Directors of the
Company has, on recommendation of the Audit Committee adopted a policy to regulate the transactions between
the Company and its related parties in compliance with the applicable provisions of the Companies Act, 2013 and
rules made there under and the Listing Agreement.

During the year, the Company has not entered into any contract / arrangement / transaction with a
related party which can be considered as material in terms of the policy on related party transactions laid
down by the Board of Directors. These Policies have been uploaded on the website of the Company at
https://lancor.in/wp-content/uploads/2025/05/Policy-on-Related-Part-Transactions-1.pdf the related party
transactions undertaken during the financial year 2024-25 are detailed in Notes (Note No.4.14) to Accounts of
the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act,
2013 in form AOC-2 is appended as Annexure-7 to the Board's Report.

X. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Your Company is having 79,555 Equity Shares in Unclaimed suspense Account in lieu of Bonus shares held by
Eligible Shareholders in physical form as on Record Date during the year under purview.

Y. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 are not applicable.

Z. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil

OTHER DISCLOSURES

a. Green initiatives

Electronic copies of the Annual Report 2024-25 and Notice of the Fortieth (40^th) Annual General Meeting are sent to
all members whose email addresses are registered with the Company/ Depository Participant(s). Further, the soft
copy of the Annual Report (in pdf format) is also available on our website (https://lancor.in/investors/)

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration)
Rules, 2014, and Listing Regulations, the Company is providing e-voting facility to all members to enable them to cast
their votes electronically on all resolutions set forth in the notice. The instructions for e-voting are provided in the notice.

b. Details in respect of frauds reported by auditors under sub section (12) of section 143 other than those
which are reportable to the Central Government

There is no such fraud required to be reported under section 143(12) of the companies Act, 2013.

c. Compliance with the provisions of Secretarial Standards

The company has in place proper systems to ensure compliance with the provisions of the applicable secretarial
standards issued by the Institute of Company Secretaries of India (ICSI) and such systems are adequate and operating
effectively. During the financial year under review the company was in compliance with secretarial standards i.e.
SS-1 and SS-2 relating to "Meeting of Board of Directors" and "General Meetings" respectively.

d. Proceeding under Insolvency and Bankruptcy Code, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31 March, 2025

e. The details of difference between amount of the valuation done at the time of onetime settlement and the
valuation done while taking loan from the banks or financial institutions along with the reasons thereof: Nil

f. Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, new
launches and project updates are made available on the Company's website (https://lancor.in/investors/) on a regular basis.

ACKNOWLEDGEMENT

The Directors would like to place on record their sincere appreciation to the Company's customers, vendors, and
bankers, viz., The CSB Limited, City Union Bank Limited, LIC Housing Finance Limited, Axis Finance Limited, HDFC
Bank Ltd., IDBI Bank Limited, Axis Bank Limited and Sundaram Alternate Assets Limited for their continued support
to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all
levels for steering the growth of the organization. We thank the Government of India, the State Government and other
government agencies for their assistance and cooperation and look forward to their continued support in future.

Finally, the Board would like to express its gratitude to the members for their continued trust, cooperation and support.

Place: Chennai

Date : 13^th August, 2025

For and on behalf of the Board of Directors of
LANCOR HOLDINGS LIMITED

RV Shekar S. Sridharan

Managing Director Director

DIN: 00259129 DIN:0177379