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
|