Your Directors have great pleasure in presenting the 30^th Annual Report along with the Company's Audited Financial Statement for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The performance of your Company for the Financial Year ended March 31, 2024 is summarized below:

(Amount in INR.)

STATE OF COMPANY'S AFFAIRS

During the year under review, your Company recorded a total income of Rs.57,49,232 as compared to Rs. 52,49,120 in the previous financial year, higher by Rs. 5,00,112. The Profit/(Loss) after tax for the same period stands at Rs. (3,31,73,831) as compared to the Profit/(Loss) after tax of Rs. (8,83,06,705) in the previous financial year. Your directors are putting in their best efforts to improve the performance of the Company.

CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the business activities of the Company. DIVIDEND

The Board has not proposed any dividend for the Financial Year 2023-24, because Company has losses.

TRANSFERRED TO RESERVES

During the year under review, no amount from profit was transferred to General Reserve Account.

ANNUAL RETURN

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at https://lsindustrieslimited.com.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Annual Audited Financial Statements for the Financial Year 2022-2023, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Division II of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed or unpaid dividend lying with the Company. Therefore, during the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund.

AUDITORS:

(a) STATUTORY AUDITORS:

M/s. Mahesh Kumar & Associates, Chartered Accountants FRN-029649N, Existing Auditors of the Company, has resigned from the Company, due to pre-occupation in some other assignments w.e.f.28/06/2024. Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under, the Casual vacancy caused by the resignation of Statutory Auditors can be filled by the Board of Directors within 30 days, but such appointment shall also be approved by the members of the Company at a general meeting convened within 3 months from the recommendation by the Board of Directors and shall hold the office till the conclusion of the next Annual General Meeting.

In this regard, subject to the approval of the members in the 30 ^th Annual General Meeting, the Board of Directors has recommended/re-appointed M/s. Sangeet Kumar & Associates, Chartered Accountants, (Firm Registration No.011954N), as the Statutory Auditors of the Company for the financial year 2024-25 and hold office until the conclusion of the next Annual General Meeting.

The Ordinary Resolution seeking approval of the members for the appointment of M/s. Sangeet Kumar & Associates, Chartered Accountants, (Firm Registration No.011954N), forms a part of the Notice of this ensuing 30th Annual General Meeting.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder, from M/s. Sangeet Kumar & Associates, Chartered Accountants, (Firm Registration No.011954N).

Auditors Report and response to auditors' remarks

There are no qualifications, reservations or adverse remarks made by M/s. Mahesh Kumar & Associates, Chartered Accountants (FR No-029649N) Statutory Auditors in their report for the Financial Year ending March 31, 2024.

Fraud Reporting:

During the year under review, no incident of fraud has been reported by the Statutory Auditors to the Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

(b) SECRETARIAL AUDITORS:

In terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed CS Sudhakar Jha-M/s. Sudhakar & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2023-24. The report of the Secretarial Audit Report is annexed herewith as "Annexure-A”.

The Secretarial Audit Report for the financial year ended March 31, 2024, contains certain reservation and remarks as follow:

(i) The Company has not filed annual return in Form MGT-7 as required under section 92 of the Companies Act, 2013 and read with the Companies (Management and Administration) Rules, 2014 for the financial year ended March 31,2023.

(ii) Whereas in terms of the provisions of section 138 of the Companies Act, 2013, the Company has not appointed Internal Auditor during the year.

(iii) Whereas in terms of the provisions the Companies (Appointment and Qualification of Directors) Rules, 2014, Every individual who intends to get appointed as an independent director in a Company, shall before such appointment, apply online to the institute for inclusion of his name in the data bank, the independent directors of the Company could not comply with the same.

(iv) Whereas in terms of the provisions of Section 203 of the Companies Act, 2013 and Regulation 26A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to have certain Key Managerial Personnel (KMP). The Company has not appointed the Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-Time Director.

(v) The Company has not filed/filed with delay following forms/returns required to be submitted with the Registrar of Companies.

(vi) Whereas in terms of the Regulation-23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to submit disclosure of Related Party Transaction every six months on the date of publication of its results, the Company complied with delay.

(vii) Whereas in terms of the Regulation-24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall submit a secretarial compliance report in such form as specified, to the stock exchanges, within sixty days from end of each financial year, the Company could not comply with the same for the year ended March 31, 2024.

(viii) Whereas in terms of the provisions of Section 149 read with rules and Regulation 17 & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the term of appointment as an Independent Director of Mr. PRATEEK PURI (DIN-07194679) and Mr. ANKUR MAHINDRU (DIN-06592338) has been expired on 20/12/2023 & 24/12/2023 respectively and the Company has not re-appointed the same during the year.

Due to this the composition of Board of Directors and Committees to the Board of Directors of the Company has attracted the non-compliance.

(ix) Whereas in terms of the Regulation-27 of the SEBI (LODR) Regulations, 2015, the Company has filed quarterly compliance report on corporate governance to the stock exchange but could not signed by the compliance officer of the Company.

(x) Whereas in terms of the Regulation 30 of the SEBI (LODR) Regulations, 2015, the Company shall make disclosures of events or information which, in the opinion of the board of directors of the Company, is material, to the stock exchange, the Company could not comply the same.

(xi) Whereas in terms of the Regulation-33 of the SEBI (LODR) Regulations, 2015, the Company has received query of discrepancies in the financial results filed with the Stock Exchanges.

(xii) Whereas in terms of the Regulation-33 of the SEBI (LODR) Regulations, 2015, the Company has appointed the auditor, who does not hold valid peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

(xiii) The Company could not file of Annul Report in XBRL Mode for the year ended March 31, 2023, in terms of the Regulation 34 of SEBI (LODR) Regulations, 2015.

(xiv) Whereas in terms of the Regulation-46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has maintained the website (https://lsindustrieslimited.com) but the website properly not functioning and the Company could not disseminate information timely.

(xv) Whereas in terms of the Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company was required to maintained Structured Digital Database (SSD) capturing all the details regarding unpublished price sensitive information (UPSI) and submit the SDD Compliance Certificate to the Stock Exchange on quarterly basis, the Company could not comply with the same for the year, except MQ-24.

(xvi) Whereas in terms of the provisions of the Foreign Exchange Management Act, 1999 ("FEMA Act") and the Rules and Regulations made thereunder, the Company was required to submit the annual return on Foreign Liabilities and Assets (FLA) to the RBI, the Company could not comply with the same for the year.

(xvii) During the year under review, the Company timely could not reply to the queries or discrepancy raised by the stock exchange and filing of the necessary documents as required. Further the Company could not made properly disclosures as required by the applicable laws and not adherence with the applicable Secretarial Standards.

Explanation or comment by the Board on above qualifications, reservations, or adverse remarks:

The board of directors have informed that at presently, Company could not able to earn adequate revenue to reach its production cost break even. The lower market pricing of yarn and nonavailability of labour has raised serious concern for the Company to run its operations. Therefore, board has decided that company's business operation to be temporary closed. The Company's financial position has been severely impacted due to closure of manufacturing operations. The Company could not afford the salary and remuneration of competent financial and compliance personnel(s) for its respective compliance work. Therefore, Company lacks with timely compliance and in the company. The board is looking out new avenue of business. The board is putting it s best efforts to resolve the financial and compliance issues at earliest and shall come up with positive outcome.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of Listing Regulations, Annual Secretarial Compliance Report of the Company for the financial Year ended March 31, 2024 was not taken and accordingly not submitted to the Stock Exchanges within the prescribed time framework.

(c) INTERNAL AUDITORS:

During the year under review, Company was unable to appoint any internal auditor or the position of Internal Auditor of the Company in terms of the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 for the current financial year.

CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria laid down in Section 135(1) of the Companies Act, 2013, the Company is not required to comply with the provisions contained in subsection (2) to (5) of Section 135 and constitute Corporate Social Responsibility Committee.

NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company at https://lsindustrieslimited.com.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

REPORT ON RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report. ("Annexure-F”).

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance or non- compliance forms an integral part of this Report.

INFORMATION & PERFORMANCE OF SUBSIDARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, the company has no Subsidiaries, Joint Venture, and Associates companies so there is no requirement of description of performance of Subsidiaries, Joint Venture, and Associates companies.

MATERIAL CHANGES:

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year and the date of this Report.

CHANGES IN SHARE CAPITAL

During the year, there is no change in the share capital of the Company and the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity or any other instruments convertible into equity shares. The Share Capital Structure of the Company as on March 31, 2024 is provided in the table underneath:

BOARD OF DIRECTORS:

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

Pursuant to the provisions of Section 152 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Pradeep Kumar Mankotia (DIN-02121556) will retire by rotation at the ensuing Annual

General Meeting and being eligible has offered himself for re-appointment. Appropriate resolutions for their appointment/re-appointment are being placed for your approval at the ensuing Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with applicable rules, following are the "Key Managerial Personnel” of the Company during the year under review:

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance. The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that: -

(a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.;

(b) the Directors have 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 your Company as at March 31, 2024 and of the profit and loss of the Company for the Financial Year ended March 31, 2024;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a 'going concern' basis;

(e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

(i) Audit Committee.

(ii) Nomination and Remuneration Committee.

(iii) Stakeholders' Relationship Committee.

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a 'Whistle Blower Policy' for the Directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct. During the year under review, no complaints have been received by the Company from any whistle-blower. The Vigil Mechanism/Whistle Blower Policy is placed on Company's website at https://lsindustrieslimited.com.

INTERNAL CONTROL SYSTEMS:

The Company has an Internal Control System, Commensurate with its size, scale, and complexity of its operations. Audit Committee reviews and oversees the internal control system of the Company.

DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment^) for the time being in force).

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended March 31, 2024 is provided below:

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES AND ENVIRONMENT AND SAFETY

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Pursuant to section 186 of the Companies Act, 2013 with rules made thereunder, the Company has not granted any loan during the year under review and has not given any guarantees for loan taken by others from banks or financial institution. Further the Company has not made investment in shares, securities, or others during the financial year.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

During the year under review there are no significant related party transactions made by the Company with related parties including promoters, directors, or other designated persons which were attract the provisions of Section 188 of the Companies Act, 2013. Thus,

disclosure in Form AOC-2 is not required.

LISTING WITH STOCK EXCHANGES

The Equity Shares of your Company are listed at the BSE Ltd. ("the Stock Exchange”), but due to some penal reason & non-compliances, the trading in the equity shares of the Company has been suspended by the Stock Exchange. However, the Company has received the in-principal approval.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (LODR) Regulations, 2015, is not applicable to your Company for the Financial Year ending 31st March, 2024.

ENVIRONMENT, HEALTH, AND SAFETY

The Company aims to conduct its business in a safe and environmentally sustainable manner that promotes the health of our employees, customers, community, and the environment. The Company's employees are its key strength, which has led the Company to achieve the results and various milestones in its journey.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has received show cause notice dated December 21, 2020 from the BSE limited ("the Stock Exchange”) in terms of the provisions of section-21A of Securities Contracts (Regulation) Act, 1956 & Rule 21 Securities Contracts (Regulation) Rules, 1957 for attracts of compulsory delisting of securities of the Company, if the Company is not completing the formalities of revocation of suspension of the trading in the securities.

In this regard, the Board of Directors of Company has filed the application for revocation of suspension of the trading in the securities of the Company on 22^nd July 2022 vide no.156440 has been approved by the Listing Operation team of the Stock Exchange and the Company has received the in-principal approval for revocation of suspension via letter no. List/Comp/AJ/33/2024-25 dated April 18, 2024.

Except above there were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

During the year, none of the employees of your Company were in receipt of remuneration in excess of the limits as laid down under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

MAINTENANCE OF COST RECORDS

The provision of Cost audit and maintenance of cost records as per section 148 does not applicable on the Company.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, your Company has neither made any application nor any proceedings were initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended March 31, 2024.

DETAILS OF SETTLEMENT DONE WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there exist no such instance(s).

APPRECIATION

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Government, banks, Stock Exchanges and to the Investors/Shareholders for the confidence reposed in the Company and supporting the Company at every stage through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

By order of the Board For LS Industries Limited

Jeetendra Kumar Yadav Rakesh Sethi

DIN-09184532 DIN-09650924

Managing Director Director

Date: 28.06.2024 Place: Nalagarh