Your Directors have pleasure in presenting their 31^st Annual Report together with the audited
accounts of the Company for the year ended 31^st March, 2025.

Financial Highlights (h in Lakhs)

Dividend

Your Directors recommended a Dividend
of H1.50 per equity share of H5/- each
on the expanded capital after Bonus Issue
(previous year H5/- per equity share of
H10/- each) for the year ended 31^st March,
2025. The Dividend Distribution Policy is
available on weblink - https ://l i ncl i m ited.
com/wp-content/uploads/2023/04/
Dividend-Distribution-Policy.pdf

Financial Performance

During the year under review, the
Company's Revenue from Operations
increased by 5.8% to H53,148 Lakhs as
compared to H50,189 Lakhs during the
preceding year. The Profit after Tax during
the year was H3,866 Lakhs as compared
to H3,41 1 Lakhs in the previous year, a
increase of 13.3%.

The year-end debtors were 35 days of sales
for the year as compared to 33 days in the
previous year. The inventory holding as at
year end was for 62 days of sales, same as
previous year.

On a consolidated basis, your Company
reports Revenue from Operations H54,348
Lakhs and a consolidated Profit after Tax
H3,773 Lakhs for the year under review.

A full analysis and discussion on the
performance of the Company as well
business outlook is included in this Annual
Report under the heading 'Management
Discussion and Analysis' as Annexure to
this Report as well as other sections of the
Annual Report.

Sub-Division/ Split of Equity Shares
& Bonus Issue

During the period under review, the Board
of Directors of your Company approved,
the sub-division/ split of equity shares of
your Company, such that 1 (one) equity
share having face value of H10/- (Rupees
Ten only) each, fully paid-up, was sub-

divided into 2 (two) equity shares having
face value of H5/- (Rupee Five only) each,
fully paid-up.

Further, the members vide resolution passed
by way of postal ballot on 6^th December,
2024 approved the said sub-division /
split of equity shares and consequential
alteration in the existing Capital Clause of
the Memorandum of Association (MOA) of
your Company.

After the requisite approvals of the Stock
Exchanges i.e. BSE and NSE and the
depositories i.e. NSDL and CDSL, new
ISIN (INE802B01027) was allotted to your
Company. The effect of change in face
value of the share was reflected on the
share price at the Stock Exchanges where
your Company is listed, effective from
20^th December, 2024 i.e. record date for
the purpose of sub-division/ split of equity
shares of your Company.

As a result of the sub-division/ split of
equity shares of your Company, it has
become more affordable and encouraged
participation of investors at large.

Subsidiaries/Joint Ventures/
Associates

During the year under review, your Company
entered into two joint venture agreements
through newly incorporated joint venture
companies. The first was with Mitsubishi
Pencil Company Limited (MITSUBISHI) for
the manufacture and sale of high-quality
yet affordable writing instruments tailored
to the Indian market, with a profit-sharing
ratio of 51:49 between MITSUBISHI and
the Company, respectively. The second
joint venture was formed with Silka Kirtasiye
Imalat Sanayi Ve Ticaret Limited Sirketi
(SILKA) for the manufacturing, distribution,
and sale of writing instruments in Turkiye
and neighboring countries, with both parties
holding an equal profit share of 50:50.
The respective joint venture companies,
"Uni Linc India Private Limited" and "Silka
Linc Imalat Anonim Sirketi," have been
classified as 'Joint Ventures' in accordance
with IND AS 111 on "Joint Arrangements."

The statement containing the salient
features of the Financial Statements of the
Company's subsidiaries/joint ventures/
associates is given in Form AOC 1,
provided in Notes to the consolidated
financial statements, forming part of this
Annual Report.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the
Companies Act, 2013, the 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 and of the profit and 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;

(e) the directors had laid down internal
financial controls to be followed by
the company and that such internal
financial controls are adequate and
were operating effectively; and

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

Particulars of Loans, Guarantees
and Investments

In terms of Section 186 of the Act and
Rules framed thereunder, details of the
Loans given and Investments made by your
Company have been disclosed in Note No.
7 of the Notes to Financial Statements for
the financial year ended 31^st March, 2025,
which forms part of this Annual Report. Your
Company has not given any guarantee or
provided any security during the year under
review. The disclosure as per Rule 8(5)(xii)
of the Companies (Accounts) Rules, 2014,
as amended, is not applicable to your
Company.

Corporate Governance

The Company had complied with the
requirements of Corporate Governance
in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015. A separate report each on Corporate
Governance (Annexure-B, along with
Auditors' Certificate on its due compliance)
and Management Discussion and Analysis
is attached to this report.

Secretarial Standards

The Directors state that applicable
Secretarial Standards, i.e. SS-1, SS-2 and
SS-3, relating to 'Meetings of the Board
of Directors', 'General Meetings' and
"Dividend', respectively, have been duly
followed by the Company.

Listing

The equity shares of the Company are
listed on National Stock Exchange of India
Limited (NSE), BSE Limited (BSE) and The
Calcutta Stock Exchange Limited (CSE).

Di recto rs a nd Key Ma nageria l
Personnel

In accordance with the Articles of
Association of the Company, Shri Deepak
Jalan, Managing Director of the Company,
retire by rotation at the ensuing Annual
General Meeting and being eligible,
offered himself for re-appointment.

Shri Mohit Kampani and Shri Rajnish Rikhy
were appointed as Independent Directors
of the Company for a period of 5 (five)
consecutive years w.e.f. 2^nd May, 2024
and 12^th August, 2024 respectively on
recommendation of the Nomination and
Remuneration Committee and approval of
the Board of Directors. Further, the same
was approved by the members of the
Company through Postal Ballot on 24^th July,
2024 and 3^rd November, 2024 respectively.
The Board of Directors were of the opinion
that above directors fulfills all the criteria
specified in the Companies Act, 2013 and
rules thereon and all the requirements of
SEBI (LODR) making them eligible to be
appointed as Independent Directors.

Shri N. K. Dujari was re-appointed as
Whole Time Director- Director Finance
w.e.f. 14^th February, 2025 for a further
term of 3 (three) years through postal
ballot on 6^th December, 2024 based on
the recommendation of Nomination and
Remuneration Committee and approval of
Board of Directors.

On the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors had appointed Dr. (h.c.) Mamta
Binani as Non-executive, Independent
Director of the Company for a period of
5 (five) consecutive years w.e.f. 07^th May,
2025 subject to approval of the members
through Postal Ballot. The Board of
Directors were also of the opinion that Dr.
(h.c.) Mamta Binani fulfills all the criteria
specified in the Companies Act, 2013 and
rules thereon and all the requirements of
SEBI (LODR) making her eligible to be
appointed as Independent Director of the
Company. Dr. (h.c.) Mamta Binani does not
hold any shares in the Company.

Re-appointment of Shri Deepak Jalan,
Shri Aloke Jalan and Shri Rohit Deepak
Jalan as Managing Director, Whole Time
Director and Director- Sales & Marketing
respectively, with revised remuneration for
a period of 3 (three) years with effect from
1^st October, 2025, was recommended by
Nomination and Remuneration Committee
and the same was approved by the Board
of Directors of the Company at the meeting
held on 07^th May, 2025 subject to approval
of members through Postal Ballot.

The information as required under SEBI
(Listing Obligations and Disclosure
Requirements), Regulations 2015, the
Companies Act, 2013 and applicable
Secretarial Standards for the appointment/
re-appointments were included in the Postal
Ballot Notice.

Shri Naresh Pachisia and Shri Anil Kochar,
Independent Directors of the Company
completed their second and final term
as Independent Directors on 28^th August
2024. The Directors have placed on record
their sincere appreciation for the very
valuable contribution made by Shri Naresh
Pachisia and Shri Anil Kochar during their
tenure as Director.

The following persons continued as Key
Managerial Personnel of the Company in
compliance with the provisions of section
203 of the Companies Act, 2013:

Shri Deepak Jalan - Managing Director
Shri Aloke Jalan - Whole Time Director
Shri Rohit Deepak Jalan - Whole
Time Director

Shri N. K. Dujari — Director - Finance
& CFO

Shri Dipankar De — Company Secretary

Conservation of Energy, Technology
Absorption and Foreign Exchange
Earnings & Outgo

A statement pursuant to section 134 of
the Companies Act, 2013, giving details
of measures taken towards conservation
of energy, technology absorption,

foreign exchange earnings and outgo in
accordance with the Companies (Accounts)
Rules, 2014 is annexed as Annexure - C.

Particulars of Employees and
related disclosures

Disclosure as required Section 197(12) of
the Companies Act, 2013 read with Rule
5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of

Managerial Personnel) Rules 2014 is
annexed as Annexure — D.

Policy on Directors' Appointment
and Remuneration

Policy on Directors' Appointment is to
follow the criteria as laid down under the
Companies Act, 2013 and the Listing
Regulations, 2015 and good corporate
practices. Emphasis is given to persons
from diverse fields or professions.

Policy on Remuneration - Guiding Policy on
remuneration of Directors, Key Managerial
Personnel and employees of the Company is -

Ý Remuneration to unionised workmen is
based on the periodical settlement with
the workmen union.

Ý Remuneration to Key Managerial
Personnel, Senior Executives,
Managers, Staff and Workmen (non
Unionised) is industry driven in which

it is operating taking into account the
performance leverage and factors such
as to attract and retain quality talent.

For Directors, it is based on the

shareholder's resolutions, provisions of the
Companies Act, 2013 and Rules framed
therein, circulars and guidelines issued by
Central Government and other authorities
from time to time.

Declaration by Independent

Directors

Pursuant to Section 149(6) of the

Companies Act, 2013, Independent
Directors of the Company have made a
declaration confirming the compliance
of the conditions of the independence

stipulated in the aforesaid section.

Related Party Transactions

All related party transactions that were
entered into during the year under report
were on an arm's length basis and in the
ordinary course of business. There are
no materially significant related party
transactions made by the Company during
the year. Thus, provisions of section 134(3)
(h) and 188(1) of the Companies Act, 2013
are not applicable and therefore, Form No.
AOC-2 has not been attached.

Related Party Transactions Policy is
available on weblink - https://linclimited.
com/wp-content/uploads/2023/04/Policy-
on-Related-Party-Transaction.pdf

Risk Management

The Company has a structured risk
management policy. The Risk management
process is designed to safeguard the
organisation from various risks through
adequate and timely actions. It is designed
to anticipate, evaluate and mitigate
risks in order to minimize its impact on
the business. The potential risks are
inventorised and integrated with the
management process such that they receive
the necessary consideration during decision
making. It is dealt with in greater details in

the management discussion and analysis
section.

Credit Rating

The Company's credit ratings ascribed by
CRISIL are - Long Term - CRISIL A/Stable; and
Short Term - CRISIL A1. The Company has
appointed Acuite Ratings & Research Limited
as credit rating agency w.e.f. April, 2025.

Annual Evaluation by Board

The Board of Directors of the Company
has initiated and put in place evaluation
of its own performance, its committees
and individual directors. The result of the
evaluation is satisfactory and adequate and
meets the requirement of the Company.

Whistle Blower Mechanism

Your Company has put in place Whistle
Blower Mechanism. The detailed
mechanism is given in Corporate
Governance Report forming part of this
report.

Annual Return

The Annual Return of the Company as
on 31^st March, 2025 is available on the
Company's website and can be accessed
at www.linclimited.com.

Meeting of the Board of Directors

Six (6) meetings of the Board of Directors,
including a meeting of independent
Directors, without the attendance of the
Non-Independent Directors and members
of management, were held during the year.
The details of the same are provided in the
Corporate Governance Report.

Auditors

M/s Singhi & Co. (FRN: 302049E),
Chartered Accountants were re-appointed
as the Statutory Auditors of the Company
in 28^th Annual General Meeting held on
5^th September, 2022 for a period of 5
(five) consecutive years commencing from
the conclusion of the 23^rd Annual General

Meeting till the conclusion of the 33^rd
Annual General Meeting of the Company
to be held in year 2027.

In accordance with the Companies
Amendment Act, 2017 enforced on
07^th May, 2018 by the Ministry of Corporate
Affairs, the appointment of Statutory
Auditors is not required to be ratified at
every Annual General Meeting.

The Report given by the Auditors on the
financial statement of the Company is
part of this Report. There has been no
qualification, reservation, adverse remark
or disclaimer given by the Auditors in their
Report.

Secretarial Audit

The Company had appointed M/s D.
C. Sahoo & Co., Practising Company
Secretaries as the Secretarial Auditor of
the Company for the financial year 2024¬
25. The report of the Secretarial Auditor is
annexed as Annexure — E.

Internal Finance Control

The Company has put in place adequate
system of internal finance controls,
commensurate with its size and nature of
its operations. During the financial year
no material weakness in its operating
effectiveness was observed.

Corporate Social Responsibility

With the enactment of the Companies
Act, 2013 and the Companies (Corporate
Social Responsibility) Rules, 2014 read with
various clarifications issued by Ministry
of Corporate Affairs, the Company has
undertaken activities as per the CSR Policy
and the details are contained in the Annual
Report on CSR activities given in Annexure
- F forming part of this report.

The amount required to be spent on CSR
activities during the year under review in
accordance with the provisions of Section
135 of the Companies Act, 2013 is H71.11
Lakhs and the Company has spent H71.12
Lakhs during the current financial year.

Further as a responsible corporate citizen,
the Company had been involved in CSR
activities since its inception. Some of these
activities will not fall under 2% CSR spend
as per Schedule VII read with Section 135
of the Companies Act, 2013. But the
Company decided to continue with them,
since those activities are integral to the
business of the Company.

Prevention of Sexual Harassment
at workplace

The Company has in place a Policy
against Sexual Harassment of Women at
Workplace in line with the requirement of
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee
(ICC) has been setup to redress complaints
received regarding sexual harassment.
All employees (permanent, contractual,
temporary and trainees) are covered under
this policy.

a. Number of complaints of sexual
harassment received in the year: NIL

b. Number of complaints disposed-off
during the year: NIL

c. Number of cases pending for more
than ninety days: NIL

General

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

• There have been no material changes
and commitments affecting the

financial position of the Company
between the end of the financial year
and date of this report. There has been
no change in the nature of business of
the Company.

• Application made or any proceedings
pending under the Insolvency and
Bankruptcy Code, 2016.

• Maintenance of the cost records under
Section 148(1) of the Companies Act,
2013.

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

• The Company does not have any
scheme of provision of money for
the purchase of its own shares by
employees or by trustees for the benefit
of employees.

• No significant or material orders
were passed by the Regulators or
Courts or Tribunals which impact the
going concern status and Company's
operations in future.

• No fraud has been reported by the
Auditors to the Audit Committee or the
Board.

Acknowledgement

Your Directors express their appreciation
to all the employees for their valuable
contribution. Your directors also wish to
express their gratitude for the continued
co-operation, support and assistance
provided by all the valued Channel
Partners, Distributors, Suppliers, Bankers,
Shareholders, the Central and State
Governments.