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

BSE: 544489ISIN: INE191201016INDUSTRY: Tours & Travels

BSE   ` 53.90   Open: 52.00   Today's Range 51.03
53.90
+0.19 (+ 0.35 %) Prev Close: 53.71 52 Week Range 37.76
85.60
Year End :2025-03 

Your directors have pleasure in submitting the Ninth (9th) Annual Report of the Company
together with Audited Statement of Accounts for the year ended 31st March 2025.

Your Board is happy to inform the members about listing of the Company in SME platform of
BSE on 26th August 2025. We are happy to present the first directors report along with
financial after listing.

1. FINANCIAL RESULTS

During the year under review, the performance of your company was as under:

Particulars

Financial Year

Financial Year

Ended

Ended

31st March 2025

31st March 2024

Revenue from Operations

10042.91

8935.74

Other Income

38.03

17.34

Total Income

10080.94

8953.08

Total Expenditure

9381.75

8460.51

Net Profit before Tax

699.19

492.57

Tax

177.60

129.40

Net Profit After Tax

521.59

363.17

2. OPERATION AND PERFORMANCE REVIEW

Your directors are happy to inform that during the financial year, your Company has achieved
a revenue of Rs. 10,042.91 Lakhs from its operations, registering an increase of around 11
%
over last financial year. Your directors are further happy to inform that your Company has
booked a net profit of Rs. 521.59 Lakhs, which is an increase of over 30% over last financial
year and the Company has performed substantially well.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your directors are happy to inform that Company has been improving its performance every
year owing to long term strategy formed by your management. Further, your management is
confident that the Company would yield progressive returns during the upcoming financial
years.

Your directors believe being a listed entity, it would have better brand name in the industry.

4. DIVIDEND AND RESERVES

Your directors are not proposing any dividend for the financial year. Further, no amount is
proposed to be transferred to general reserve. However, bonus shares were issued during the
year by way of capitalization of free reserves for an amount of Rs. 7 Crores by issue of 70 Lakh
Equity Shares of Rs. 10 each.

5. CHANGE IN THE NAME AND NATURE OF BUSINESS

The name of the Company has not changed from its incorporation, however, the company
has been converted to public company by removing word "Private" from its name. Company
has received revised certificate of incorporation dated 28th November 2024 pursuant to
change of name from the Registrar of Companies (ROC Chennai). Pursuant to the conversion
into public company, the name of the company stand changed to "LGT Business Connextions
Limited". Further, your Company stands listed on SME platform of BSE w.e.f 26th August 2025.
Your Board is presenting the current report as listed entity providing the information to the
extent applicable even when all information pertains to the last financial year, at which time
for most period it was a private limited and only from 28th November 2024 , it became public
limited.

There is no change in the nature of the business of the Company during the financial year.

6. SHARE CAPITAL

As on 31st March 2025, the authorized share capital of the company was Rs. 15,00,00,000/-
divided into 1,50,00,000/- Equity Shares of Rs. 10/- each and paid-up share capital of the
company was Rs. 7,01,00,000/- divided into 70,10,000 Equity Shares of Rs. 10/- each.

During the financial year 2024-25, the authorized share capital of the Company was increased
to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) from earlier authorized share capital of Rs.
1,00,000/- (Rupees One Lakhs Only) and paid- up capital increased to Rs. 7,01,00,000/-
(Rupees Seven Crores One Lakh Only) from earlier paid- up capital of Rs. 1,00,000/- (Rupees
One Lakhs Only).

The authorized share capital of the Company stood increased to Rs. 15,00,00,000/- (Rupees
Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/-
(Rupees Ten only) based on approval of the members at their meeting dated 22nd August
2024.

The paid up capital increased to Rs. 7,01,00,000/- (Rupees Seven Crores and One Lakhs Only)
divided into 70,10,000 (Seventy Lakhs and Ten Thousand) Equity Shares of Rs. 10/- each by
way of issue of bonus shares on capitalization of reserves of Rs. 7,00,00,000/- (Rupees Seven
Crores Only) based on approval of the members at their meeting dated 30th December 2024.

Your Company made a public issue of 26,25,600 (Twenty-Six Lakhs Twenty-Five Thousand and
Six Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each at a price of Rs. 107/- (Rupees
One Hundred and Seven Only) per share which included a premium of Rs. 97/- (Rupees
Ninety-Seven Only) per shares. The public issues comprised of 23,62,800 (Twenty-Three Lakhs
Sixty-Two Thousand and Eight Hundred) Equity Shares through fresh Issue and 2,62,800 (Two
Lakhs Sixty-Two Thousand and Eight Hundred) Equity Shares through Offer for Sale.

Post allotment of 23,62,800 (Twenty-Three Lakhs Sixty-Two Thousand and Eight Hundred)
Equity Shares of Rs. 10 each on 22nd August 2025, the paid- up share capital increased to
93,72,800 (Ninety-Three Lakhs Seventy- Two Thousand and Eight Hundred) Equity Shares of
Rs. 10 (Rupees Ten Only) each amounting to Rs. 9,37,28,000/- (Rupees Nine Crores Thirty-
Seven Lakhs Twenty-Eight Thousand Only).

During the financial year under review, the Company has neither issued the equity shares
with differential voting rights nor issued sweat equity shares in terms of the Act.

7. EXTRACT OF ANNUAL RETURN

The extracts of annual return pursuant to the provisions of Section 92 read with Rule 12 of
the Companies (Management and administration) Rules, 2014 is available on website of the

Company https://www.lgtholidavs.com at weblink https://www.lgtholidays.com/investors/
to the extent same could have been filled up.

8. SECRETARIAL STANDARD

The company has duly complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings and General Meetings.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/ unclaimed dividend or shares associated with them and hence the
provisions of Section 125 of the Companies Act, 2013 in relation to the transfer to IEPF do not
apply to the Company.

10. BOARD MEETINGS AND GENERAL MEETINGS

The Board of Directors met twenty- two (22) times during the financial year under review.
Board Meetings were held on 13th May 2024, 22nd May 2024, 23rd May 2024, 6th June 2024,
1st July 2024, 16th July 2024, 20th July 2024, 25th July 2024, 27th July 2024, 31st July 2024, 6th
August 2024, 16th August 2024, 10th September 2024, 26th September 2024, 23rd October
2024, 11th November 2024, 29th November 2024, 30th December 2024, 31st December 2024,
18th January 2025, 5th February 2025 and 24th February 2025. The attendances of the directors
are duly available in extract of annual report available at the website of the Company.

The Company held its last Annual General Meeting on 27th September 2024. During the
financial year, three Extraordinary General Meetings were held on 22nd August 2024,
30th December 2024 and 20th January 2025. Company proposed to hold its Annual General
Meeting for the financial year 2024-25 on 30th September 2025.

11. LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any loan or provided guarantees or made investments during the
financial year, which requires reporting as per provision of Section 186 of the Companies Act,
2013.

12. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year 2024-25, the company has not entered into any new contract during
the financial period. Company has business transactions for sale and expenses with FSH
Business Ventures Private Limited, a related party, however, such transaction are in ordinary
course of business and on arm's length basis.

All the contract or arrangements of the Company with related parties are on arm's length
basis and are in ordinary course of business and outside the provisions of sub-section (1) of
section 188 of the Companies Act, 2013.

Details of the RPT under arm's length basis and in ordinary course of business is provided in
part 2 of Form No. AOC 2, which has been annexed as Annexure - I. Further, details of the
related party transaction are provided in Note 31 of the Audited Financial Statement and
would be deemed to be part of Board Report.

13. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relate to and
till the date of this report.

14. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and/ or material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future.

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

The Company is not an industrial enterprise and hence the consumption of energy is very
nominal in its operations. However, Company efficiently uses the power. In terms of the
technology absorption, Company has proper software to support its business. Hence no
reporting is being provided in relation to them as per Section 134(3) (m) of the Companies
Act, 2013.

During the financial Year 2024-25, the company has foreign exchange inflow of Rs. 791.10
Lakhs and foreign exchange outflow of Rs. 2491.16 Lakhs.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

16. RISK MANAGEMENT POLICY

The Company has adopted the Risk Management Policy during the year under review to
enable the board in various risk identification and mitigation processes and to establish a
framework for the company's risk management process to ensure that material risks are
managed and mitigated. Presently, Audit Committee also acts and oversees the risk
management.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are governed by the Policy devised by the
Nomination, Remuneration and Compensation Committee of your Company.

Company has appropriate mix of executive, non-executive and independent directors. The
total strength of the Board at the end of the financial year 2024-25 comprised of eleven (11)
directors. Independent and Women Directors are appointed as per Section 149 Companies
Act, 2013. Board has four Independent Directors and two Women Directors.

The maximum tenure of the independent directors is in compliance with the Companies Act,
2013 ("Act"). All the Independent Directors have confirmed that they meet the criteria of
Independence as mentioned under regulation 16(1)(b) of the SEBI Listing Regulations and
Section 149 of the Act.

The present strength of the Board reflects judicious mix of executives, professionalism,
competence and sound knowledge which enables the Board to provide effective leadership
to the Company.

At present Board consists of Managing Director, five Whole Time Directors, one Non¬
Executive Director and four Independent Directors. The following is the present composition
of our Board and their number of Directorships in other companies:

Name of the
Director

Category

Date of
appointme
nt

Inter-se

relationship

Share
holding as
on 31st
March 25

Directorship in other
public companies*

Number of
committee
positions in
other public
companies **

Chair

man

Mem

ber

Wilfred

Selvaraj

PD

31-08-2016

Spouse of
Wilfred Padma

6309000

Nil

Nil

Nil

Wilfred Padma

ED

31-08-2016

Spouse of
Wilfred Selvaraj

696794

Nil

Nil

Nil

Deepti Mantri

ED

11-11-2024

NA

701

Nil

Nil

Nil

Singaravelou

NED

11-11-2024

NA

701

Nil

Nil

Nil

Tijo Mathiew
Kurisummoottil

ED

11-11-2024

NA

701

Nil

Nil

Nil

Sivaji Gollapelli

ED

11-11-2024

NA

701

Nil

Nil

Nil

Ramesh Raja

ED

11-11-2024

NA

701

Nil

Nil

Nil

Manoharan V

ID

30-12-2024

NA

-

Nil

Nil

Nil

Velayutham

Anburaj

ID

30-12-2024

NA

1. Dugar Finance and
Investments Limited

2. Thinksemi Infotech
Limited

3. Integrated Service
Point Limited

4. Sri Priyanka Geo
Commex Limited

Nil

2

Chinchalapu
Ujjwal Kumar

ID

30-12-2024

NA

-

Nil

Nil

Nil

Susanta Kumar
Dehury

ID

30-12-2024

NA

-

Nil

Nil

Nil

PD- Promoter Director; ED- Executive Director; NED-Non-Executive Director; ID- Independent Director

* The directorship does not include directorship in Private Limited, Private Limited which are subsidiary of Public
Limited, Section 8 Companies and Companies incorporated outside India.

**Membership/Chairmanship of only Audit Committee/Stakeholders' Relationship Committee has been considered.

During the financial year under review, following directors were appointed on the Board:

Name of Directors

Designation

Date of Appointment

Ashley Wilfred*

Non-Executive Director

27th September 2024

Singaravelou

Non-Executive Director

11th November 2024

Tijo Mathew Kurisummoottil

Whole Time Director

11th November 2024

Ramesh Raja

Whole Time Director

11th November 2024

Sivaji Gollapelli

Whole Time Director

11th November 2024

Deepti Mantri

Whole Time Director

11th November 2024

Susanta Kumar Dehury

Independent Director

30th December 2024

Ujjwal Kumar Chinchalapu

Independent Director

30th December 2024

Velayutham Anburaj

Independent Director

30th December 2024

Vaithiyanathan Manoharan

Independent Director

30th December 2024

*Resigned from the Board from 3rd February 2025.

Board has total strength of seven directors (excluding independent directors) and maximum
two directors can be non-rotational and remaining directors would be rotational. The Board
on recommendation of Nomination and Remuneration Committee has designated Mr.
Wilfred Selvaraj, Managing Director and Ms. Wilfred Padma, Whole Time Director as directors
not liable to retire by rotation and remaining other five (5) directors consisting of four (4)
Whole Time Directors and One (1) Non-Executive Director shall be liable to retire by rotation
at AGM.

At the ensuing AGM, Mr. Singaravelou, Non - Executive Director and Ms. Deepti Mantri,
Whole Time Director, retires by rotation and being recommended for reappointment.

Following are the present KMPs of the Company in terms of Section 203 of the Act:

Name

Designation

Wilfred Selvaraj

Chairman and Managing Director

Venkatesh Ambaragonda

Chief Financial Officer

Ankita Jain

Company Secretary

The following Key Managerial Personnels were appointed during the year:

Name

Designation

Date of Appointment

Venkatesh Ambaragonda

Chief Financial Officer

28th December 2024

Ankita Jain

Company Secretary

28th December 2024

Independent directors appointed has made declaration that they meet out criteria of
independence as per Section 149(6) of The Companies Act, 2013. Your Board is of opinion
that appointed independent directors meets the criteria of integrity, expertise and experience
(including the proficiency).

18. INSURANCE

All insurable interest of the Company including, buildings, furniture and fixtures and other
insurable interest are adequately insured.

19. INTERNAL FINANCIAL CONTROL

The Company has internal financial control commensurating with the size, scale and
complexity of its operations. The Company has taken adequate measure to ensure
compliance with the same.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.
Details of the exempted deposit are provided in the financial forming part of the Board
Report.

21. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence, stating that they
meet the criteria of independence as provided under Section 149(6) of the Companies Act,
2013 and SEBI LODR Regulations, 2015.

22. STATUTORY AUDITORS

M/s S.R. & M.R Associates, Chartered Accountants, Bengaluru bearing Firm Reg. No. 008094S
were appointed as Statutory Auditors of the company in casual vacancy for the financial year
2024-25 and would hold the office till the conclusion of ensuing Annual General Meeting.

Based on the recommendation of Audit Committee, Board of Directors has proposed
appointment of M/s NRG Associates, Chartered Accountants, Chennai (FRN: 0007973S) as the
Statutory Auditors of the Company for a period of five years from financial year 2025-26 to
2029-30 and to hold the office till the conclusion of Annual General Meeting for the financial
year 2029-30 at the forthcoming Annual General Meeting. Your Board recommend the
appointment of M/s NRG Associates as the statutory auditor of the Company.

23. COST RECORDS AND COST AUDIT

The provisions of Section 148 Companies Act, 2013, in relation to maintenance of cost records
is not applicable to the Company and hence provision relating to cost audit is also not
applicable to the Company.

24. SECRETARIAL AUDIT REPORT

The provisions relating to Secretarial Audit Report is not applicable to the Company during
the financial year. The Company got listed on 26th August 2025. Since the Secretarial Audit
Report was not applicable to the Company for the period under review, the same has not
been provided with this report. Company is proposing appointment of the Secretarial Auditor
to the shareholders.

25. QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS BY THE AUDITORS

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors
in their report. The provisions relating to Secretarial Audit Report is not applicable to the
Company during the financial year.

26. REPORTING OF FRAUDS

The Auditors Report do not contain any qualification or observations. During the year under
review, the Statutory Auditors has not reported any instances of frauds committed in the
Company by its officers.

27. CARO 2020

The Companies (Auditor's Report) Order, 2020 is applicable to the company and required
reporting has been made in the Auditor's Report for the year.

28. COMMITTEES OF THE BOARD

The company has constituted various committees of the Board as per the statutory
requirement and to facilitate early decisions. While Board has constituted Audit Committee,

Nomination and Remuneration Committee and Stakeholder Relationship Committee to meet
out the statutory requirement.

Board had constituted IPO Committee for the easement and effective decision making
relating to matters concerning IPO on 18th January 2025. Committee has been dissolved at
the Board Meeting dated 6th September 2025.

Board has constituted Finance and Legal Committee at the Board Meeting dated 6th
September 2025 for the purpose of easy facilitation and fast decisions in relation to the
borrowings, charge creation, banking operation and legal authorization.

29. AUDIT COMMITTEE

The Audit Committee was constituted by the Board of Directors at its meeting dated 18th
January 2025.

The constitution of Audit Committee is as below:

Name of Director

Designation

Velayutham Anburaj

Chairman

Manoharan V

Member

Chinchalapu Ujjwal Kumar

Member

The committee be and is hereby vested with the following powers:

> to investigate any activity within its terms of reference;

> to seek information from any employee;

> to obtain outside legal or other professional advice;

> The audit committee may invite such of the executives as it considers appropriate (and
particularly head of the finance function) to be present at the meetings of the committee,
but on the occasions, it may also meet without the presence of any executives of the
Issuer. The finance director, head of the internal audit committee;

> to secure attendance of outsiders with relevant expertise, if it considers necessary as may
be prescribed under the Companies Act, 2013 (together with the rules thereunder) and
SEBI Listing Regulations; and

> To have full access to information contained in records of Company.

The committee is vested with the following roles and responsibilities:

> Oversight the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible;

> To recommend the Board regarding the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees;

> Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

> Reviewing and monitoring the statutory auditor's independence and performance, and
effectiveness of audit process;

> Reviewing, with the management, the annual financial statements before submission to
the board for approval, with particular reference to:

a. Matters required being included in the Directors Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 134 of the
Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by
management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial
statements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

> Reviewing, with the management, the half yearly financial statements before submission
to the board for approval;

> Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the Offer document/prospectus/notice and
the report submitted by the monitoring agency monitoring the utilization of proceeds of a
public or rights issue, and making appropriate recommendations to the Board to take up
steps in this matter.

> Approval of any transactions of the Company with Related Parties, including any
subsequent modification thereof.

> Scrutiny of inter-corporate loans and investments.

> Valuation of undertakings or assets of the Company, wherever it is necessary.

> Evaluation of internal financial controls and risk management systems.

> Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems.

> Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.

> Discussion with internal auditors on any significant findings and follow up thereon.

> Reviewing the adequacy of internal audit function if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

> Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.

> Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.

> To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non- payment of declared dividends) and
creditors.

> Reviewing the functioning of the whistle blower mechanism;

> Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the
qualifications, experience & background, etc. of the candidate.

> Carrying out any other function as it mentioned in the terms of reference of the Audit
Committee.

30. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was constituted by the Board of Directors at its

meeting dated 18th January 2025.

The composition of the Nomination & Remuneration Committee are as follows:

Name of Director

Designation

Mr. Singaravelou

Chairperson

Ms. Velayutham Anburaj

Member

Mr. Manoharan V

Member

Composition of the Committee has changed in between pursuant to resignation of Mr. Ashley

Wilfred.

The committee be and is hereby vested with the following roles and responsibilities:

> formulating the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration of the directors, key managerial personnel and other employees;

> for the appointment of an independent director, the committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an
independent director. The person recommended to the board of directors of the
Company for appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable candidates, the
Committee may:

i. use the services of external agencies, if required;

ii. consider candidates from a wide range of backgrounds, having due regard to
diversity; and

iii. Consider the time commitments of the candidates.

> formulation of criteria for evaluation of the performance of independent directors and
the Board;

> devising a policy on diversity of our Board;

> identifying persons, who are qualified to become directors or who may be appointed in
senior management in accordance with the criteria laid down, recommending to the
Board their appointment and removal and carrying out evaluation of every director's
performance;

> determining whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of
independent directors;

> recommending remuneration of executive directors and any increase therein from time
to time within the limit approved by the members of our Company;

> recommending remuneration to non-executive directors in the form of sitting fees for
attending meetings of the Board and its committees, remuneration for other services,
commission on profits;

> recommending to the Board, all remuneration, in whatever form, payable to senior
management;

> performing such functions as are required to be performed by the compensation
committee under the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended;

> engaging the services of any consultant/professional or other agency for the purpose of
recommending compensation structure/policy;

> analyzing, monitoring and reviewing various human resource and compensation
matters;

> reviewing and approving compensation strategy from time to time in the context of the
then current Indian market in accordance with applicable laws;

> framing suitable policies and systems to ensure that there is no violation, by an
employee of any applicable laws in India or overseas, including:

i. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

ii. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the
Securities Market) Regulations, 2003, as amended;

> Performing such other functions as may be delegated by the Board and/or prescribed
under the SEBI Listing Regulations, Companies Act, each as amended or other applicable
law.

31. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee was constituted by the Board of Directors at its

meeting dated 18th January 2025.

The composition of the Stakeholder Relationship Committee are as follows:

Name of Director

Designation

Mr. Susanta Kumar Dehury

Chairperson

Mr. Singaravelou

Member

Mr. Manoharan V

Member

Composition of the Committee has changed in between pursuant to resignation of Mr. Ashley
Wilfred.

The committee be and is hereby vested with the following roles and responsibilities:

> Consider and resolve grievances of security holders of the Company, including
complaints related to transfer/transmission of shares, non-receipt of annual report,

non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings, etc.;

> Review of measures taken for effective exercise of voting rights by shareholders;

> Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar and Share Transfer Agent;

> Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the Company;

> Formulation of procedures in line with the statutory guidelines to ensure speedy
disposal of various requests received from shareholders from time to time;

> To handle the grievances of the stakeholders in connection with the allotment and
listing of shares;

> Ensure proper and timely attendance and redressal of investor queries and grievances;

> Carrying out any other functions contained in the Companies Act, 2013 and/or other
documents (if applicable), as and when amended from time to time; and

> To approve, register, refuse to register transfer or transmission of shares and other
securities;

> To review, approve or reject the request for split, sub-divide, consolidate, renewal and
or replace any share or other securities certificate(s) of the Company;

> To authorize affixation of common seal of the Company;

> To issue duplicate share or other security(ies) certificate(s) in lieu of the original
share/security(ies) certificate(s) of the Company;

> To approve the transmission of shares or other securities arising as a result of death of
the sole/any joint shareholder;

> To dematerialize or rematerialize the issued shares;

> To do all other acts and deeds as may be necessary or incidental to the above;

> To perform such functions as may be delegated by the Board and to further delegate all
or any of its power to any other employee(s), officer(s), representative(s), consultant(s),
professional(s), or agent(s); and

> Such terms of reference as may be prescribed under the Companies Act, 2013 and SEBI
Listing Regulations or other applicable law.

32. VIGIL MECHANISM

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of

the Companies (Meeting of Board and it Powers) Rules, 2014, the Company has adopted

Whistle Blower Policy/ Vigil Mechanism for their directors and employees to report their

genuine concerns or grievances. It also provides for adequate safeguards against victimization
of directors/ employees who avail the Mechanism.

33. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of the corporate social responsibility as prescribed under Section 135 was not
applicable to the Company during the period under review, i.e. financial year 2024-25.
However, the Company has made profits in excess of Rupees Five Crores during the financial
year 2024-25 and hence, the requirement of CSR will be applicable during the current financial
year 2025-26.

34. DIRECTORS REMUNERATION

Following are the details of the remuneration paid by the Company to various directors during
the financial year 2024-25:

Sl No

Name

Designation

Remuneration
(Rs. in Lakhs)

1.

Wilfred Selvaraj

Managing Director

128.00

2.

Wilfred Padma

Whole Time Director

20.00

3.

Deepti Mantri

Whole Time Director

28.17

4.

Sivaji Gollapelli

Whole Time Director

24.22

5.

Tijo Mathew Kurisummoottil

Whole Time Director

20.88

6.

Ramesh Raja

Whole Time Director

22.11

During the period under review, the members have approved the remuneration of directors
at meeting dated 30th December 2024. The members have specifically approved the
remuneration altogether for directors to the limit of 35% of net profit. Members have also
approved the remuneration of all whole time and executive directors individually as per the
provisions of the Section 197 of the Companies Act 2013 along with the applicable schedules.

Your directors would further like to inform that during the financial year 2025-26, members
have further approved the increase in remuneration of the directors at their meeting dated
7th May 2025 to 45%, however, based on the performance of the Company, your Board expect
that total remuneration will be less than the approval obtained.

Following remuneration has been provided for the directors for FY 2025-26:

Sl

No

Name

Designation

Fixed

Performance

Linked

Bonus

Total

1.

Wilfred Selvaraj

Managing Director

180.00

18.00

198.00

2.

Wilfred Padma

Whole Time Director

60.00

6.00

66.00

3.

Deepti Mantri

Whole Time Director

35.21

2.81

38.02

4.

Sivaji Gollapelli

Whole Time Director

30.27

2.42

32.69

5.

Tijo Mathew
Kurisummoottil

Whole Time Director

25.06

2.08

27.14

6.

Ramesh Raja

Whole Time Director

27.64

2.21

29.85

35. POLICIES OF THE BOARD

During the year under review, board adopted the policies and code and conduct of the
company as follows:

1. Code for Independent Director

2. Code of Conduct for Directors and Senior Management

3. Code of Conduct for Insider Trading

4. Composition of committee of Board of Directors

5. Criteria for determining materiality of events

6. Criteria for making payment to NED

7. Material Litigations and Material Creditors

8. Policies for Preservation of Documents

9. Policy on dealing with Related Party Transaction

10. Policy on Determining Material Subsidiaries

11. Policy on Familiarization of independent directors

12. Policy on Prevention of Sexual Harassment

13. Risk management policy

14. Terms & Conditions for Independent Directors

15. Whistle Blower Policy

Board ensures proper implementation and would also review these policies and code as may
be required from time to time.

36. SHARES RELATED DISCLOSURES

During the year, none of the following activity has been carried by the Company except issue
of bonus shares by way of capitalization of free reserves based on approval of the members
at their meeting dated 30th December 2024, whose details are elsewhere provided in the
report:

a. Buy back of securities;

b. Sweat equity issue; and

c. Employees stock option plans.

37. PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and conducive work environment to its
employees. During the year under review, there were no cases were reported pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013.

Sr. No.

Particulars

Number

(a)

Number of complaints of sexual harassment received in the year

0

(b)

Number of complaints disposed off during the year

0

(c)

Number of cases pending for more than ninety days

0

38. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit
Act, 1961, and has extended all statutory benefits to eligible women employees during the
year.

39. BOARD EVALUATION

The requirement of the Board evaluation was not applicable to the Company during the
financial year 2024-25.

40. PARTICULARS OF EMPLOYEE

The requirement of the reporting of the remuneration pursuant to the provisions were not
applicable to the Company and no such case of remuneration is required to be reported for
the financial year 2024-25.

41. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application for insolvency has been made by or against the company and hence on
proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

42. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the BSE SME Platform on 26th August 2025.

43. WEBSITE

https://www.lgtholidays.com/ is the website of the Company. All the requisite details,
policies are placed on the website of the Company.

44. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR

The appointment is made pursuant to an procedure which includes assessment of
managerial skills, professional behavior, technical skills and other requirements as may
be required and shall take into consideration recommendation, if any, received from any
member of the Board.

45. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company has in place a process for familiarization of newly appointed directors with
respect to their respective duties and departments. All independent directors are
properly qualified. The policy is available on the Company's website at:
https://www.lgtholidays.com/wp-content/pdf/policies/policy-on-familirization-of-
independent-directors.pdf

46. GENERAL SHAREHOLDER INFORMATION:

Information about Ninth (9th) Annual General Meeting

Date & Time: Tuesday, 30th September 2025 at 4.30 P.M.

Through Video Conference (VC)/ Other Audio Visual Means (OAVM) Facility Will be
deemed to be held at Registered office of the Company.

Financial Year

The financial year of the Company commences with 1st April every year and ends with
31st March in the succeeding year. The half yearly results will be declared as per in
compliance to SEBI (LODR) Regulations, 2015.

Date of Book Closure

The Register of Members and Share Transfer Books shall be closed for 9th Annual General
Meeting from 24th September 2025 to 30th September 2025.

Dividend payment date

To conserve the resources, your Board do not propose to pay any dividend for the
financial year 2024-25.

Registrars and Share Transfer Agents

Skyline Financial Services Private Limited
D-153 A, 1st Floor Okhla Industrial Area, Phase - I,

Delhi 110 020,

Email: grievances@skylinerta.com
Share Transfer Process

The Company's shares are traded on the stock exchange only in electronic mode. Shares
in physical form are processed by the Registrar and transfer agents Skyline Financial
Services Private Limited only after getting approval from shareholders committee. MCA
and SEBI has laid down restriction in physical share transfer.

Address for Investor Correspondence

LGT Business Connextions Limited

New No. 38, Old No. 44, First Floor, Brindavan Street Extn.,

West Mambalam, Chennai - 600033
Contact No. 044 4958 5855
Email: info@lgtholidays.com
Website: www.lgtholidays.com/

47. PREVENTION OF INSIDER TRADING

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a
Code of Conduct for Prevention of Insider Trading. Company was not listed till the end of
financial year ended on 31st March 2025 and Company has been listed on 26th August 2025
and hence during the year under review, there has been due compliance with the said code.

48. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. Same is provided at the website of
the Company at
https://www.lgtholidays.com/wp-content/pdf/policies/code-of-conduct-
for-directors-and-senior-management.pdf.

49. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on commitment towards its human capital and recognizing its
pivotal role for organization growth. Your directors wish to place on record their appreciation
for the commitment shown by the employees throughout the year.

50. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe and healthy work environment for the well¬
being of all our Stakeholders. The operations of the Company are conducted in such a manner
that it ensures safety of all concerned and a pleasant working environment. The Company
strives to maintain and use efficiently limited natural resources as well as focus on maintaining
the health and well-being of every person.

51. CORPORATE GOVERNANCE REPORT:

By virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements)
Regulations, 2015 ("LODR") the compliance with the corporate governance provisions as
specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46
and Para C, D and E of Schedule V are not applicable to the Company. Hence the company has
not provided any report on Corporate Governance with this report. However, the content of
the corporate governance report to the extent followed by the Company is provided in the
report.

52. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Company was not listed till the end of financial year ended on 31st March 2025 and Company
has been listed on 26th August 2025. However, Board is attaching Management Discussion
and Analysis Report forming part of this report as Annexure II.

53. PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12)
of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this Board's Report as Annexure - III.

54. NON-DISQUALIFICATION OF DIRECTORS:

A certificate obtained from Mr. Gouri Shanker Mishra, Partner BGSMISHRA & Associates,
Company Secretaries LLP certifying that none of the directors are disqualified is attached as
Annexure IV.

55. DIRECTORS RESPONSIBILITY STATEMENT

Company was not listed till the end of financial year ended on 31st March 2025 and hence
financial statement has been prepared as per unlisted company. In accordance with the
provisions of Section 134(5) of the Companies Act, 2013 the Board hereby confirms 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; and

(e) 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.

56. ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Company's activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board
For LGT Business Connextions Limited

Wilfred Selvaraj Wilfred Padma

DIN:07562331 DIN:07562343

Chairman & Managing Director Director

Date: 6th September 2025
Place: Chennai