Your Directors' have pleasure in presenting the 40^th Directors' Report on the
Business and Operations of the Company together with the Audited Financial
Statements of Accounts and the Auditors' Report for the year ended March 31,
2024.

1. FINANCIAL PERFORMANANCE

( InLakhs)

2. (A) STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

> State of Company Affairs:-

The company is engaged in the business of buying, selling, import, export,
market, develop, distribute, trade or otherwise engage or deal in all types of
oilseeds, pulses, spices, Oilseeds, Pulses, Spices, Oils, edible and nonedible
Oils, grains, vegetables, herbs, pickles and other items derived from
agricultural, farming or relevant activities.

> Review of Operations:-

Ý The revenue from operations decreased during current financial
year 2023-24. The revenue generated from operations

amounted to 10477.72 Lakhs in F.Y. 2023-24 as compared to F.Y.
2022-23 in which revenue generated was amounted to
11608.10Lakhs.

Ý Profit before taxation decreased from 97.93 Lakhs in F.Y. 2022¬
23 to 95.64 Lakhs in F.Y. 2023-24.

Ý The management of the Company is putting their best efforts to
improve the performance of the Company.

B) CHANGE IN MANAGEMENT

During the period under review, no change has been occurred in the
Management of the Company.

3. SHARE CAPITAL

Authorized Share Capital of the Company stood at INR 7,00,00,000/- (Indian
Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lacs) Equity Shares
of INR 10/- each (Indian Rupees Ten each).

Consequently, the paid-up capital stood at INR 5,96,56,870/- (Indian Rupees
Five Crores Ninety-Six Lacs Fifty Six Eight Hundred Seventy Thousand Only)
divided into 59,65,687 (Fifty-Nine Lacs Thirty-Six Thousand) Equity Shares of
INR 10/- (Indian Rupees Ten Only) each.

4. DEPOSITS:

During the year under review, your Company has not accepted any deposits,
falling within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

5. DIVIDEND:

The Board of your Company is pleased to recommend a final dividend of Rs. 0.10
(Ten Paisa Only), {i.e., 1%} per equity share having face value of Rs. 10 each on
Friday, 6^th September, 2024. The proposed Dividend, subject to approval of
Shareholders in the ensuing Annual General Meeting of the Company, will be
paid to members within the period stipulated by the applicable Companies Act.
The dividend would be payable to all Shareholders whose names appear in the
Register of Members as on the Book Closure Date. The Register of Members and
Share Transfer books shall remain closed from Sunday, 22^th September.
2024 to Saturday, 28^th September. 2024 (both dav inclusive).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

As per the provisions of Section 125(2) of the Companies Act, 2013, there was
no unclaimed dividend amount in the books. Hence, the Company has not
transferred any such amount to Investor Education and Protection Fund.

7. AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors have not proposed to transfer any amount to General
Reserves of the Company.

8. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Board of Directors

As on date of this report, the composition of the Board and Key Managerial
Personnel is as below:

Key Managerial Personnel

Ms. Pooja having Membership No. A54271 is Whole Time Company
Secretary and Compliance Officer of the Company with effect from 18^th May,
2021.

Ms. Mallika Sanjiv Sawla is CFO of the Company with effect from 27^th July,
2021.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review, 09(Nine) meetings of the Board of
Directors were held. The dates on which the said meetings were held:

1. 26t^h May, 2023;

2. 04t^h July, 2023;

3. 10^th August, 2023;

4. 25^th August, 2023;

5. 08^th November, 2023;

6. 02^nd December,2023

7. 09^th January,2024

8. 12^th February, 2024

9. 15^th March, 2024

The intervening gap between the Meetings was within the period prescribed
under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

11. SEPARATE MEETING OF INDEPENDENT DIRECTORS.

Independent Directors of the Company held their Separate meeting under
Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Schedule IV of Companies Act, 2013 on
Wednesday,20^th March, 2024 at the registered office of the Company at 505
Churchgate Chambers, 5 New Marine Lines, Mumbai City, Maharashtra -
400020, India, to evaluate their performance.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION OF THE COMPANY

There were no material changes occurred during the period under review.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186
OF THE COMPANIES ACT. 2013:

The particulars of loans, guarantees and investment wherever required, have
been disclosed in the financial statement, which also form part of this report.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: -

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal
Financial Control (IFC)” means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business,
including adherence to the company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial
information. 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. To further strengthen the internal control process, the company has
developed the very comprehensive compliance management tool to drill down
the responsibility of the compliance from the top management to executive
level.

The compliance relating to Internal Financial controls have been duly certified
by the statutory auditors.

15. CORPORATE SOCIAL RESPONSIBILITY fCSR) :-

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every
company having Net Worth of Rupees Five Hundred Crore or More, or
Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees
Five Crore or More during any financial year shall constitute a Corporate Social
Responsibility Committee of the Board and shall formulate a Corporate Social
Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility
are not applicable on the Company and Company has not developed and
implemented any Corporate Social Responsibility Initiatives as provisions of
Section 135(1) of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014.

16. CORPORATE GOVERNANCE: -

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, compliance with the Corporate Governance
provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of
sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not
apply to the company having Paid up Equity Share Capital not exceeding Rs. 10
Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the
previous financial year. The Company is covered under the exception given
under Regulation 15(2) of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, therefore Company is not required to comply
with the said provisions.

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

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the
companies act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014
are annexed herewith at ‘ANNEXUERE I' to the Board Report.

18. DECLARATION BY AN INDEPENDENT DIRECTORfS) AND RE¬
APPOINTMENT. IF ANY: -

All Independent Directors of the Company have given declaration to the
Company under Section 149(7) read with Schedule IV of the Companies Act,
2013, they meet the criteria of independence as provided in the Sub-section
6 of Section 149 of the Act and also under the SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015. In the opinion of the Board, the
Independent Directors of the Company possess necessary expertise,
integrity and experience.

None of the Independent Director on the Board of the Company serve as an
Independent Director in more than Seven (7) Listed Companies nor holds
the position of Whole time Director in any Listed Company. Independent

Directors of the Company have been appointed in accordance with the
applicable provisions of the Companies Act, 2013 ("Act”) read with relevant
rules.

19. BOARD EVALUATION:-

The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations”).

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.

In a separate meeting of independent directors, performance of non¬
independent directors, performance of the board as a whole and performance
of the chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The same was discussed in the board
meeting that followed the meeting of the independent directors, at which the
performance of the board, its committees and individual directors was also
discussed. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

20. RATIO OF REMUNERATION TO EACH DIRECTOR: -

During the year Company has given remuneration to following Director of the
Company in the ratio of 2:3
-SANJIV M. SAWLA : 9,00,000/-
-MALLIKA S. SAWLA; 6,00,000/-

21. COMMITTEES OF THE BOARD AND OTHER COMMITTEES: -

Currently, the Board has following committees: -

? Audit Committee;

? Nomination & Remuneration Committee;

? Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with
the provisions of Section 177 of the Companies Act, 2013 and other
applicable laws. The Audit Committee comprises of majority of the Independent
Directors. All the members of the Committee have experience in financial matters.
The Audit Committee is constituted in line to monitor and provide effective
supervision of the management's financial reporting process, to ensure accurate
and timely disclosures, with the highest level of transparency, integrity, and
quality of Financial Reporting. The details of the composition of the committee
are set out in the following table: -

During the Year under review 04(Four) meetings of the Audit Committee were
convened and held. The dates on which the said meetings were held:

1. 26th May, 2023

2. 10^th August, 2023

3. 08^th November, 2023

4. 12^th February, 2024

During the year, all recommendations of the audit committee were approved by
the Board of Directors.

? Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is
constituted/reconstituted in line with the provisions of Section 178 of the
Companies Act, 2013. The Nomination and Remuneration Committee
recommends the appointment of Directors and remuneration of such Directors.
The level and structure of appointment and remuneration of all Key Managerial
personnel and Senior Management Personnel of the Company, as per the
Remuneration Policy, is also overseen by this Committee.

Our Company has constituted a nomination and remuneration committee
("Nomination and Remuneration Committee"). The details of the composition of
the Committee are set out in the following table:

During the Financial Year under review 01 (One) meetings of the Nomination and
Remuneration Committee were convened and held. The dates on which the said
meetings were held:

1. 15th March, 2024

22. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER
DETAILS :-

The Nomination & Remuneration Committee of Directors have approved a Policy
for Selection, Appointment, Remuneration and determine Directors'
Independence of Directors which inter-alia requires that composition of
remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed
shall be of high integrity with relevant expertise and experience so as to have
diverse Board and the Policy also lays down the positive attributes/criteria while
recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company
i.e. at www.m.lakhamsi.com.

23. RISK MANAGEMENT: -

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has
developed and implement the Risk Management Policy for the Company
including identification therein of elements of risk, if any, which is in the opinion
of the Board may threaten the existence of the Company. These are discussed at
the meeting of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may
threaten the existence of the Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES :-

During the year under review, the Company has entered into related party
transactions falling under sub section (1) of Section 188 of the Companies Act,
2013. Form for disclosure of particulars of contracts/arrangements as required
under clause (h) of sub-section (3) of section 134 of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is provided in the Board Report in the
form AOC- 2 as “ANNEXURE -II”.

25. NO FRAUDS REPORTED BY STATUTORY AUDITORS:-

During the Financial Year 2023-24, the Auditors have not reported any matter
under Section 143(12) of the Companies Act, 2013, therefore no detail is
required to be disclosed under Section 134(3) of the Companies Act, 2013.

26. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES:-

During the year under review, the Company have a Subsidiary M/S LAKHAMSI
FZE

Hence provisions of Section 129(3) of the Companies Act, 2013 relating to
preparation of consolidated financial statements are applicable.

27. MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil
mechanism of Directors and employees to report to the management about the
unethical behavior, fraud or violation of Company's code of conduct. The
mechanism provides for adequate safeguards against victimization of
employees and Directors who use such mechanism and makes provision for
direct access to the chairman of the Audit Committee in exceptional cases. The
policy of vigil mechanism is available on the Company's website at
www.m.lakhamsi.com.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE: -

During the period under review, no material orders have been passed by the
regulators or courts or tribunals impacting the going concern status and
company's operations in future.

29. DIRECTORS’ RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013,
with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended
31st March, 2024 the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 or loss of the company for the
year review;

a. That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;

(c) That the directors had prepared the annual accounts for the financial year
ended 31st March, 2024 on a going concern basis;

(d) That 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 and

(e) That the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and
operating effectively.

30. AUDITORS & AUDITORS’ REPORT: -
CQ Statutory auditors

M/s TDK & Co. Chartered Accountants, Mumbai (FRN: 109804W) have been
appointed as Statutory auditor

CQ Cost auditor

Pursuant to Section 148 of the Companies Act 2013, maintenance of cost
accounts and requirement of cost audit is not applicable.

CQ Secretarial A uditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors appointed M/s. Vikas Verma & Associates,
Company Secretaries, having its registered office at B-502, Statesman House, 148,
Barakhamba Road, New Delhi - 110001 as Secretarial Auditor for the year 2023¬
2024. The Report of the Secretarial Audit is annexed herewith as ‘ANNEXURE -
III' The said Secretarial Audit Report does not contain any qualification,
reservations, adverse remarks and disclaimer.

CQ Internal Auditor

Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with
Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions
of the act, the Board of Directors appointed M/s Rajen T. Gala & Co., Chartered
Accountants (FRN: 121577W)as an Internal Auditor of the Company for the
financial year 2023 - 2024 in Board Meeting held on 15^th March, 2024.

31. LISTING OF SECURITIES: -

The Company is listed on the BSE Limited and is regular in paying the annual
listing fee to the stock exchange.

32. SECRETARIAL STANDARDS: -

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the
Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India and notified
by Ministry of Corporate Affairs.

33. ANNUAL RETURN: -

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule
12(1) of the Companies (Management and Administration) Rules, 2014, an
annual return is uploaded on website of the Company www.m.lakhamsi.com.

34. FAMILIARISATION PROGRAMMES: -

The Company familiarizes its Independent Directors on their appointment as
such on the Board with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, etc. through
familiarization programme. The Company also conducts orientation
programme upon induction of new Directors, as well as other initiatives to
update the Directors on a continuing basis. The familiarization programme for
Independent Directors is disclosed on the Company's website
www.m.lakhamsi.com.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

The Management's Discussion and Analysis Report for the year under review,
as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed
to this Annual Report as ‘ANNEXURE-IV”.

36. CODE OF CONDUCT: -

Commitment to ethical professional conduct is a must for every employee,
including Board Members and Senior Management Personnel of the Company.

The Code is intended to serve as a basis for ethical decision-making in conduct
of professional work. The Code of Conduct enjoins that each individual in the
organization must know and respect existing laws, accept and provide
appropriate professional views, and be upright in his conduct and observe
corporate discipline. The duties of Directors including duties as an
Independent Director as laid down in the Companies Act, 2013 also forms part
of the Code of Conduct. All Board Members and Senior Management Personnel
affirm compliance with the Code of Conduct annually.

37. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN
AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT-
2013:

The Company has zero tolerance towards sexual harassment at the workplace
and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the Rules there under. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on
sexual harassment. During the financial year under review, the Company has
not received any complaints of sexual harassment from any of the women
employees of the Company.

38. STATEMENT ON OTHER COMPLIANCES

Your Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the
year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting
or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the
Company.

d. Neither the Managing Director nor any of the Whole-time
Directors of the Company receive any remuneration or
commission.;

39. BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012
dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual
Report for the top 100 listed entities. In view of the requirements specified,
the company is not mandated for the providing the BRR and hence do not form
part of this Report.

40. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, no employee has drawn remuneration
in excess of the limit set out in the said rules. ‘ANNEXURE-V'

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE. 2016

As there is no application made or pending under Insolvency and Bankruptcy
Code, 2016, so there is no requirement to give details of application made or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

42. WHOLE TIME DIRECTOR & CFO AND FINANCE MANAGER CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015,
the Whole Time Director & CFO and Finance Manager's Certification is at
‘ANNEXURE-VI'.

43. DETAILS OF ONE TIME SETTLEMENT

During the period under review There has been no one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions.

44. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company's
employees for their contribution towards the Company's performance. The
Directors would also like to thank the shareholders, employee unions,
customers, dealers, suppliers, bankers, governments and all other business
associates for their continuous support to the Company and their
confidence in its management.

Date: 06.09.2024 For & on behalf of the Board

Place: Mumbai M Lakhamsi Industries Limited

Sd/- Sd/-

Sanjiv Mulchand Sawla Mallika Sanjiv Sawla

Managing Director Director and CFO

DIN:02045968 DIN:01943285