As on: Oct 23, 2025 07:16 PM
To,
The Members,
LEXORAA INDUSTRIES LIMITED
(Formerly known as "Servoteach Industries Limited")
Your Director's have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.
[The amounts appearing in the report have been rounded off to lakhs except No. of shares and EPS in accordance with the Financial Statements]
1. FINANCIAL SUMMARY OR HIGHLIGHTS
The financial performance of your company for the year ending March 31, 2025 is summarized below:
Particulars
Total Revenue
Total profit before exceptional items and tax
Total profit before tax
Profit/(Loss) after Tax
Earnings Per Share (Basic/Diluted)
No. of shares used in computing EPS
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR:
During the year under review, on a standalone basis, the Company recorded revenue from operations of 336.12 lakhs as against nil revenue in the previous financial year. The Company has, however, incurred a net loss of 47.56 lakhs in the financial year 2024-25, as compared to a net loss of 23.74 lakhs in the financial year 2023-24.
The management remains focused on strengthening operational efficiencies, enhancing revenue streams, and implementing cost optimization measures. The Company is also exploring new business opportunities and strategic initiatives aimed at improving profitability and ensuring sustainable long-term growth.
3. TRANSFER TO RESERVES:
During the year under review, Pursuant to provisions of Section 134(3)(j) of the Companies Act 2013, the board of Directors of the company has not proposed to transfer any amount to the reserve account.
4. STATE OF THE COMPANY'S AFFAIR: A) Business Operations
The Company realigned its business strategy pursuant to the change in management and diversified its operational framework. Earlier engaged primarily in the business of manufacturing, trading, import, export and dealing in machinery, equipment, tools, solvent extraction, refining, vanaspati, cattle feed, oil milling, and chemical processing of industrial products and Agro & Food Products, the Company has now strategically transitioned into new business segments of jewellery with promising growth potential.
The present nature of business includes:
? Jewellery, Gems & Precious Metals Expansion into the jewellery sector encompassing gold, silver, diamonds, pearls, precious stones, bullion, artefacts, and related products, including trading, import, export, and establishment of showrooms. ? Agro & Food Products Diversification into trading, import, export, and distribution of agricultural, horticultural, and other agro-based products including fruits, vegetables, edible oils, organic foods, dairy products, health foods, protein foods, fast-moving consumer goods, and packaged foods. ? Manufacturing & Processing Continuing capabilities in manufacturing, repairing, distributing, and dealing in machinery, equipment, tools, solvent extraction, refining, vanaspati, cattle feed, oil milling, and chemical processing.
Key Improvements & Strategic Initiatives in FY 2024 25:
? Alignment of business portfolio with high-potential consumer-driven sectors. ? Strengthening of internal operational efficiencies and compliance structures. ? Introduction of new product categories in jewellery.
? Focus on revenue growth, resulting in operational revenues of 336.12 lakhs during FY 2024 25 as against Nil in the previous year.
B) Future Outlook
Looking ahead, the Company aims to consolidate its position in the jewellery sector and expand its footprint across domestic and export markets. The jewellery business is expected to act as a key growth driver, supported by increasing consumer demand and favourable industry dynamics.
Simultaneously, the Company will continue to strengthen its presence in the agro and food products segment.
5. DIVIDEND:
During the year the company incurred Loss and as a result, directors did not recommend any dividend for the period ended March 31, 2025.
6. CHANGE OF NAME:
During the year under review, the name of the Company was changed from -Servoteach Industries Limited to -Lexoraa Industries Limited with effect from June 12, 2024, in a Extra Ordinary General Meeting of the Members of the Company was held on Saturday, March 23, 2024.
The change in name was undertaken as part of the Company's strategic initiative towards corporate re-branding and restructuring of its business operations. The Board of Directors considered it necessary to adopt a new identity that reflects the Company's vision to explore new business opportunities, enhance its market presence, and align its brand with future growth plans.
7. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the core nature of business of the Company. The Company continues to be engaged in the business of Jewellery, Gems & Precious Metals, Agro & Food Products, as well as the manufacturing, trading, import, and export of a wide range of industrial products.
8. LISTING OF SHARES
Your Company's shares are listed on BSE Limited, and the listing fees for the Financial year 2024-25 have been duly paid. The Company's shares are not suspended for trading on Stock
Exchange(s).
9. CAPITAL STRUCTURE:
During the financial year 2024 25, there has been no change in the share capital of the Company during the year under review.
The detailed capital structure and related changes during the year are as follows:
A. Authorised Share Capital
There was no change in the Authorised Share Capital of the Company during the year under review. It continues to stand at 20,00,00,000/- (Rupees Twenty Crores only), divided into 2,00,00,000 (Two Crore) Equity Shares of 10/- (Rupees Ten only) each.
B. Issued, Subscribed and Paid-up Share Capital
The paid-up equity share capital of the Company as on March 31, 2025, stood at 3,92,90,000/- (Rupees Three Crores Ninety-Two Lakhs Ninety Thousand only), divided into 39,29,000 (Thirty-Nine Lakhs Twenty-Nine Thousand) Equity Shares of 10/- (Rupees Ten only) each.
In addition, the Company has Forfeited Shares amounting to 30,06,000/- (Rupees Thirty Lakhs Six Thousand only), divided into 12,02,400 (Twelve Lakhs Two Thousand Four Hundred) Equity Shares of 2.50/- (Rupees Two and Paise Fifty only) each. Accordingly, the aggregate capital amounts to 4,22,96,000/- (Rupees Four Crores Twenty-Two Lakhs Ninety-Six Thousand only).
C. Summary of Other Capital Events during the financial year 2024 25
Event Type
Status
Preferential Allotment
During the Financial Year no shares were issued under any Preferential Issue.
Rights Issue
During the year company has not increased its issued and paid-up Equity Share Capital by making any right issue of shares.
Bonus Issue
During the Financial Year no shares were issued to existing shareholders as Bonus Shares under any Bonus Issue.
Shares with Differential Voting Rights
Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2024-25 hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme hence no information as per provisions of Section 54(1)
Sweat Equity Shares
(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Employee Stock Options (ESOPs)
Provision for Purchase of Own Shares by Employees or Trustees
There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.
Splitting/Sub-division of Shares
No splitting/ sub division of shares was done during the financial year 2024-25.
Buy back of securities:
The Company has not bought back any of its securities during the year under review.
10 DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A) Composition of Board of Directors
The Board of Directors of the Company comprises individuals of proven integrity and competence. Collectively, the Directors bring with them diverse experience, financial expertise, strategic foresight, and leadership capabilities. The Board members are committed to the Company's growth and governance and devote sufficient time to deliberations and participation in Board and Committee meetings.
As on March 31, 2025, the composition of the Board complies with the provisions of Section 149 of the Companies Act, 2013. The Company strives to follow good governance practices by maintaining an optimum combination of Executive, Non-Executive, and Independent Directors as per the provisions of Section 149 of the Companies Act, 2013.
As of the reporting date, the Board comprises Four (4) Directors. The composition and category of Directors are provided below:
S. No.
Designation/ Category
2.
NIKITA D KOTHARI (DIN: 07780991)
3.
RAJESH KUMAR KOTHARI (DIN: 10174698)
4.
PRATEEK SHRIPRAKASH KULKARNI (DIN: 05133085)
5.
PANKAJ SUNDER JAIN (DIN: 03512503)
6.
PRANAM HARISH MEHTA (DIN: 05154693)
7.
SAGAR BIPINCHANDRA SHAH (DIN: 08663318)
During the year under review, the following changes took place in the composition of the Board of Directors:
? Mr. Prateek Shriprakash Kulkarni (DIN: 05133085) has been appointed as an Additional Director (Non-Executive Independent Director) of the Company w.e.f July 03, 2024 and resigned w.e.f September 04, 2024.
? Mr. Pankaj Sunder Jain (DIN: 03512503) has been appointed as a Non-Executive Independent Director w.e.f 18/08/2023 and resigned w.e.f. 03/07/2024.
? Mr. Pranam Harish Mehta (DIN: 05154693) has been appointed as a Non-Executive Independent Director w.e.f 04/09/2024 and resigned w.e.f. 05/08/2025.
? After the closing of the financial year, Mr. Sagar Bipinchandra Shah (DIN: 08663318) has been appointed as an Additional Non-Executive Independent Director w.e.f 05/08/2025.
B. Retirement by Rotation & Re-Appointment of Director
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anil Mehta Babubhai (DIN: 02979904) Managing Director of the Company, whose period of office is liable to retire by rotation under section 152 of the Companies Act will retire at ensuing the Annual General Meeting. He is eligible for re-appointment and offered himself for reappointment. The Board recommends his re-appointment to the members at the ensuing Annual General Meeting and the shareholders are requested to consider his re-appointment on the board.
C. Independent Directors
As on March 31, 2025, the Company has two Independent Directors: ? Mr. Rajesh Kumar Kothari ? Mr. Pranam Harish Mehta
During the year under review, the following changes took place in the composition of the Independent Directors:
1. Mr. Pankaj Sunder Jain ceased from the position of Non-Executive Independent Director w.e.f. 03/07/2024.
2. Prateek Shriprakash Kulkarni has been appointed as a Non-Executive Independent Director w.e.f. 03/07/2024 and ceased from the position of Non-Executive Independent Director w.e.f. 04/09/2024.
3. Pranam Harish Mehta has been appointed as a Non-Executive Independent Director w.e.f. 04/09/2024 and ceased from the position of Non-Executive Independent Director w.e.f. 05/08/2025.
4. Mr. Sagar Bipinchandra Shah (DIN: 08663318) has been appointed as an additional Non-Executive Independent Director w.e.f 05/08/2025.
These Independent Directors bring with them rich experience and independent judgement, contributing significantly to the governance framework of the Company.
Meeting of Independent Directors
In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors was held on May 28th, 2024, without the presence of Executive or Non-Independent Directors. All the Independent Directors were present at the Independent Directors meeting.
The meeting reviewed:
? Performance of Non-Independent Directors and the Board as a whole, ? Performance of the Chairperson,
? Quality, quantity, and timeliness of information flow between the management and the Board.
Independent Directors attended the meeting. The composition of the meeting was as follows:
Name
Mr. Pankaj Sunder Jain
Mr. Rajesh Kumar Kothari
Familiarization Program for Independent Directors
The Company conducts structured induction and orientation sessions for new Directors to familiarize them with the business operations, strategic priorities, industry dynamics, and their roles and responsibilities.
Declaration by Independent Directors
The provisions of Section 149 relating to the appointment of Independent Directors are applicable to the Company.
Furthermore, the requirements under Section 134(3)(d) read with Section 149(6) regarding the statement of declaration by Independent Directors are also applicable to the Company.
Pursuant to Section 149(6) of the Companies Act, 2013, Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, all Independent Directors have confirmed that:
? They meet the criteria of independence.
? They are not disqualified from continuing as Independent Directors.
? They have complied with the Code of Conduct and other regulatory obligations.
These declarations have been duly noted and taken on record by the Board.
Board's Opinion on Integrity, Expertise and Experience of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with applicable Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors hereby affirms that in its opinion, the Independent Directors appointed during the year possess the highest standards of integrity and demonstrate the requisite expertise, experience, and proficiency required to discharge their roles and responsibilities effectively. The Board further confirms that the Independent Directors bring with them rich experience in their respective fields, which adds significant value to the deliberations and decision-making processes of the Company.
The salient features of the policy and changes therein, if any, along with the web address of the policy, is https://lexoraaindustries.com/ .
D. Key Managerial Personnel (KMP)
As on March 31, 2025, the Key Managerial Personnel of the Company include:
? Mr. Anil Mehta Babubhai Managing Director (appointed w.e.f. November 09, 2023)
? Mrs. Mamta Nilesh Kothari Chief Financial Officer (appointed w.e.f. May 09, 2024)
? Mr. Kalpesh chandrakant joshi Company Secretary cum compliance officer (Membership No. 55546) (appointed w.e.f. November 30, 2024)
Note:
1. During the year, Ms. Shivanshi Mishra, has appointed as Company Secretary and compliance officer w.e.f. April 05, 2024 and resign from the position as on August 31, 2024.
11. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION /
REMUNERATION POLICY:
The Board has adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.
Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors approved and adopted a Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and other employees of the Company as required under Section 178(3) of the Act.
The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director. The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013. -The candidate's appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.
In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- ?-vis the Company so as to enable the Board to discharge its function and duties effectively.
The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
The Remuneration Policy of the Company has been disclosed on the Company's website and can be accessed at https://lexoraaindustries.com/
12 MEETINGS:
A. Board Meetings:
The Board meets at regular intervals to discuss and take a view on the Company's policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.
During the Financial Year 2024-2025, the Company held 10 board meetings of the Board of Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings.
The detail of board meeting held and the attendance of the Directors during the financial year 2024-25 were given below:-
Sr. No.
Attendance
Frequency and Quorum at these Meetings were in conformity with the provisions of the companies Act, 2013 and the -Listing Regulation and the listing agreements entered into by the company with the Stock Exchange. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
B. Extra Ordinary General Meeting:
As per Section 100 of Companies Act, 2013, The Company had not held an Extra Ordinary General Meeting for the financial year 2024-2025.
C. Annual General Meeting:
The Annual General Meeting for the financial year 2023-2024 was held on 28/09/2024.
E. COMMITTEES OF THE BOARD:
The Company has formed committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2025 and presently the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees and Stakeholders Relationship Committee. The constitution of which are given below:
I. AUDIT COMMITTEE
The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation of the SEBI (LODR) Regulations 2015. All members of the Committee are financially literate and have accounting or related financial management expertise.
The Terms of reference of the Committee can be accessed at
https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/ .
The composition of the Audit Committee as on March 31, 2025 comprises of the following members:
1.
Non-Executive and Independent Director
Mrs. Nikita D. Kothari
Non-Executive and Non Independent Director
Mr. Pranam Harish Mehta
Note: -
1. During the year, Mr. Prateek Shriprakash Kulkarni has been appointed as a member of the committee from 3rd July 2024.
2. Mr. Rajesh Kumar Kothari was inducted as a Chairman of the Audit Committee with the effect from 3 July 2024.
3. Pankaj Sunder Jain ceased to be a Chairman of the Committee with the effect from 3rd July 2024.
4. Mr. Pranam Harish Mehta has been appointed as a member of the committee with the effect from 04th September 2024.
5. Prateek Shriprakash Kulkarni ceased to be a member of the Committee with the effect from 04th September 2024.
6. After the closure of the financial year Mr. Sagar Bipinchandra Shah (additional Non-Executive and Independent Director) become the member of the committee in a Board meeting held on August 05, 2025 in place of Mr. Pranam Harish Mehta.
During the year under review, the Audit Committee met 5 time wherein due quorum was present for the meeting and the notice of meeting was given to all the Members namely as mention hereunder:
All the recommendations of the Audit Committee in the financial year 2024-25 were accepted by the Board during the year under review.
Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:
2
II. NOMINATION AND REMUNERATION COMMITTEE
The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act, Schedule V and all other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014.
Criteria for performance evaluation
As per the provisions of the SEBI (LODR), Regulations, 2015, the Nomination and
Remuneration Committee (the -Committee ) has laid down the evaluation criteria for performance evaluation of Independent Directors.
The manner for performance evaluation of Directors (including Independent Directors) and Board as whole has been covered in the Board's Report.
The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between Board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.
The Nomination and Remuneration Committee consists of the following members:
Category
6. After the closure of the financial year Mr. Sagar Bipinchandra Shah (Additional Non-Executive and Independent Director) become the member of the committee in a Board meeting held on August 05, 2025 in place of Mr. Pranam Harish Mehta.
During the year under review, the Nomination and Remuneration Committee met 04 time wherein due quorum was present for the meeting and the notice of meeting was given to all the Members. The committee review the performance and compensation of the directors and key managerial personnels and recommended the few suggestions. Same was reviewed and accepted by the Board of Directors.
Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:
III. STAKEHOLDER'S RELATIONSHIP COMMITTEE
The composition of the Stakeholders' Relationship Committee and terms of reference are in compliance with the provisions of Section 178(5) of the Act and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder.
The SRC Committee consists of the following members:
Mr. Anil Mehta Babubhai
Executive Director (Managing Director)
1. During the year, Mr. Pankaj Sunder Jain ceased to be a Chairman of the Stakeholder's Relationship Committee. Subsequently, Mr. Rajesh Kumar Kothari was inducted as a Chairman of the Stakeholder's Relationship Committee with the effect from July 03, 2024.
2. After the closure of the financial year Mr. SAGAR BIPINCHANDRA SHAH (Additional Non-Executive and Independent Director) become the member of the committee in a Board meeting held on August 05, 2025 in place of Mr. Pranam Harish Mehta.
During the year under review, the SRC Committee met 1 time namely on 28-05-2024 wherein due quorum, was present for the meeting and the notice of Board meeting was given to all the Members. Following is the detail of the attendance of each of the members of the CSR Committee at its Meeting held during the year under review:
13. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are presently not applicable to the Company. Accordingly, your Company is not required to constitute a CSR Committee.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company in accordance with the provisions of Section 177 (9) & (10) of the Act has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz, instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy and assist the Audit Committee. The
Directors and employees are encouraged to come forward and express his/her concern(s) without fear of punishment or unfair treatment.
The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at
https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/
15. RISK MANAGEMENT:
Your Company believes that managing risks helps in maximizing returns. The Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Company has a risk management framework in place for identification, evaluating and management of risks. In line with your Company's commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The Audit Committee periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Further, the risks associated to the Company's business are provided in the Management Discussion and Analysis Report.
16. GENDER-WISE COMPOSITION OF EMPLOYEES:
In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.
Male Employees: 2 Female Employees: 1 Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
17. ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, COMMITTEES AND INDIVIDUAL DIRECTOR:
In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, and of individual Directors. The evaluation was carried out through a structured process covering various aspects of the Board's functioning such as composition, structure, culture, diversity, experience, competencies, performance of specific duties and obligations, quality of decision-making and effectiveness of meetings.
The performance of the Committees was evaluated by the Board on parameters such as composition, effectiveness of recommendations, adequacy of deliberations, and contribution towards Board's effectiveness. The performance of individual Directors was evaluated based on criteria such as preparedness, participation, contribution, and guidance provided to the management.
The Independent Directors, at their separate meeting held on 28/05/2024, reviewed the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees, and individual Directors.
The Board expressed its satisfaction with the evaluation process and the performance of the Board, its Committees, and individual Directors.
18 PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure E .
19. REGISTRAR AND SHARE TRANSFER AGENT:
The Company is required to appoint a Registrar and Share Transfer Agent.
The Company has appointed MUFG INTIME INDIA PVT. LTD as its Registrar and Share Transfer Agent (RTA) to handle all share registry work, both in physical and electronic form.
The details of the RTA are as under:
MUFG INTIME INDIA PVT. LTD (Earlier known as Link Intime India Pvt. Ltd)
Registered Office: C 101, 247 Park, Lal Bahadur Shastri Marg, Surya Nagar, Gandhi Nagar, Vikhroli West, Mumbai, Maharashtra 400083 Tel: 022 4918 6000 Email: mumbai@linkintime.co.in Website: www.linkintime.co.in
Shareholders/investors are requested to contact the RTA for matters relating to share transfers, dematerialization, rematerialisation, change of address, and other related queries.
? The Company had appointed M/s. Purva Sharegistry (India) Private Limited as Registrar and Share Transfer Agent on 03rd July, 2024 but had not intimated effective date of Appointment to the Stock Exchange.
? Subsequently, with effect from 24th December, 2024, the Company has continued the services of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) as the Registrar and Share Transfer Agent of the Company.
20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Company does not have any Subsidiary, Joint venture or Associate Company.
21. AUDITOR
I. Statutory Auditor:
The Auditors M/s. Bakliwal & Co, Chartered Accountants (Firm Registration No. 130381W), have been appointed in the 29th Annual General Meeting held on September 28th, 2024 by the approval of members as Statutory Auditors of the company to hold the office for 5(five) consecutive year from the financial year 2024-2025 up to the financial year 2028-2029 at such remuneration as may be fixed by the board of directors of the company in consultation with them subject to their eligibility criteria.
AUDITORS' REPORT:
The Auditors' Report does contain qualification which is as under:
Auditors' Remark:
The Statutory Auditors in their Report have drawn attention to disputed statutory dues relating to Income Tax. According to their Report, as at 31st March, 2025, an amount of
14.90 Lakhs pertaining to Income Tax on regular assessment for A.Y. 2012 13 was disputed, out of which 3.00 Lakhs has been deposited under protest, and the matter is pending before the CIT (Appeal).
Board's Explanation:
The Board of Directors wishes to clarify that the said demand relates to an earlier assessment year. The Company has preferred an appeal against the said demand before the appropriate appellate authority. Based on the legal advice obtained and the merits of the case, the Board is confident that the ultimate outcome of the matter will be in the Company's favour and no material liability is expected to devolve on the Company beyond the amount already deposited.
II. COST AUDITOR:
The maintenance of cost records and Cost Audit is not applicable to the products/ business of the Company for the F.Y. 2024-25. Therefore the Company is not required to appoint a cost auditor as per the provisions of section 148 of the Companies Act, 2013
III. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 (-the Act ), read with the
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s G & J Associates, Company Secretaries (Firm Registration No.: P2023RJ097600) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25.
The Board of Directors has recommended the appointment, M/s G & J Associates, Peer Reviewed Firm of Company Secretaries in Practice (FRN: P2023RJ097600 / Peer Review No. 5802/2024:) as the Secretarial Auditor of the Company for a term next of 5 (five) years commencing from the financial year 2025-26 and continuing until the financial year 2029-30 subject to the approval of the members in the ensuing 30th Annual General Meeting.
The proposed Secretarial Auditor has furnished their written consent to act as secretarial auditor and confirmed his eligibility and non-disqualification under the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.
The Secretarial Audit Report in Form MR-3, issued by M/s G & J Associates, for the financial year ended March 31, 2025, has been received and is annexed to this Report as -Annexure B .
The report contains certain observations relating to statutory and regulatory compliances, which is as under:
Observation:
1. Company has not filed Form DIR-12 with the Registrar of Companies for the appointment and resignation of Mr. Prateek Kulkarni, Non-Executive Independent Director.
Management's Reply:
The Board of Directors has noted the observation of the Secretarial Auditor. The non-filing of Form DIR-12 was an inadvertent oversight.
The Company further undertakes to strengthen its internal compliance monitoring mechanism so as to avoid such lapses in future.
2. The Company has paid excess remuneration to Mrs. Nikita, Director, which is not in accordance with the provisions of Section 197 and other section (if applicable) of the Companies Act, 2013 read with Schedule V thereto.
The Board of Directors submits that the excess remuneration paid to Mrs. Nikita was inadvertent and without any mala fide intent. The Company has already initiated steps for refund of the excess remuneration, and the same shall be regularised in compliance with Section 197 of the Companies Act, 2013 read with Schedule V, in the ensuing Annual General Meeting. The Company remains committed to ensuring strict adherence to all applicable statutory provisions.
IV. INTERNAL AUDITOR
The Board has appointed M/s Kamlesh A. Lalwani and Co. Chartered Accountants firm, as Internal Auditors for conducting Internal Audit for the financial year 2024-25. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.
Further On the recommendation of the Audit Committee, the Board has appoint M/s. S K Lahoti & Co., Chartered Accountants, (firm registration no. 131520W) as Internal Auditors of the Company for the FY 2025-26.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate internal control system commensurate with the size and nature of its business. The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee. Based on the report of the internal auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. During the year, no reportable material weakness in the design or operation of internal control system and their adequacy was observed.
23. REPORTING OF FRAUDS BY AUDITORS:
For the Financial year 2024-2025, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.
24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Pursuant to provisions of Section 134(3) (l) there was No Material changes occurred affecting the financial position of the Company which have occurred between ends of the financial year to which the financial statements relate and date of report.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future during the year.
26. WEB LINK OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Companies Act and the applicable Rules, the Annual Return in Form MGT-7 for the Financial year ended 31st March,
2025 shall be available on Company's Website at https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/
27. DEPOSITS:
The Company has neither accepted/invited any deposits from the public nor defaulted in repayment of deposits during the period within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.
DEPOSITS AND DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014
During the period under review the company has accepted some unsecured loan from its directors which was not covered under the definition of deposits and the required declaration from the director and relative of director duly received by the company that the amount given by them is not acquired by borrowing or accepting loan or deposits from others.
The amount of unsecured loan received during the year is as under:
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no such transactions during the year.
29. RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on Related Party Transactions, in line with the requirements of the Act, and Listing Regulations, as amended from time to time. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/
All related party transactions entered during 2024-25 were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. An omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on arm's length basis. A statement giving details of all related party transactions pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.
The detail of contracts/ arrangements/ transactions with related parties which could be considered as material are being reported in Form AOC-2 as Annexure-D .
Details of Related Party Transactions as required to be disclosed by Indian Accounting Standards (Ind AS), Ind AS 24 in "Related Party Disclosures" specified under Section 133 of the Act read with the rules thereunder, are given in Standalone Audited Financial statements of the company for year ending 31.03.2025 in the Note no. 24 .
30. CORPORATE GOVERNANCE CERTIFICATE:
In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to submission of Corporate Governance Report and obtaining a Corporate Governance Certificate are not applicable to the Company, as the paid-up equity share capital and net worth of the Company are below the prescribed thresholds as specified therein. Accordingly, the Company is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the period under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the -Listing Regulations ) and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the-Amended Listing Regulations ), is presented in a separate section forming part of the Annual Report (Attached in the Annexure A )
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.
Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment, or no complaint (s) / case (s) is pending with the Company during the year under review.
a. number of complaints of sexual harassment received in the year - NIL b. number of complaints disposed off during the year - NIL c. number of cases pending for more than ninety days - NIL
33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Code of conduct for prevention of Insider Trading in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company.
The code of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.
The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price-sensitive information and code of conduct for the prevention of
Insider Trading is available on the website https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/
34. INVESTOR GRIEVANCE REDRESSAL
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status.
Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.
During the year under review, the Company has received an investor complaint through the SCORES Portal of SEBI on 04th December, 2024 at 12:00 hrs. The complaint pertained to the transmission of 1,500 equity shares of the Company held in the name of late Mr. Prem Chand Karnawat, wherein the legal heir had applied for transmission on 10th August, 2024 and sought further guidance on the formalities.
The Company duly examined the matter and submitted its reply/response to SEBI on 08th January, 2025 through the SCORES Portal. The complaint has since been appropriately addressed.
There is no pending complaint on the SCORES as of March 31, 2025.
35. POLICIES AND DISCLOSURE REQUIREMENTS
In terms of provisions of the Companies Act, 2013 the Company has adopted various policies which are available on its website under link https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/
36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed there under. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.
No complaints or grievances relating to maternity benefits were reported during the financial year 2024-25.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(a) Conservation of energy:
Remarks
the steps taken or impact on conservation of energy the steps taken by the company for utilizing alternate sources of energy the capital investment on energy conservation equipments
The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy.
(b) Technology absorption:
the efforts made towards technology absorption the benefits derived like product improvement, cost reduction, product development or import substitution
The Company continuous to use the latest technologies for improving the productivity and quality of its products and services.
The Company has developed a culture of staying informed about the latest developments in related technology as well as constantly updating the same. Such innovations have led us to be in the forefront amongst our competitors.
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
the expenditure incurred on Research and Development
(c) Foreign exchange earnings and Outgo:
Foreign Exchange Gain/ Loss
Export Sales/Service realized in Foreign Currency
Foreign outgo
38. SECRETARIAL STANDARDS:
Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).
39. HUMAN RESOURCES:
The Company considers its human workforce as a valuable resource and ensures their strategic alignment with the business priorities and objectives. The board has laid down procedures which emphasizes the need of attaining organizational goals through individual growth and development.
The management has also been providing necessary training in regard with the assignments in hand and is ensuring the personal development across its workforce, employees, staff which excels them for higher engagement and exposure to new opportunities through skill development.
40. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (Although this point is not applicable as the company is not a listed company.) (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.
41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
42. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/ MANAGING DIRECTOR OF THE COMPANY:-
The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. ANIL MEHTA BABUBHAI, Managing Director and Mrs. MAMTA NILESH KOTHARI Chief Financial Officer (CFO) of the Company. The same is enclosed as Annexure - F of the Annual Report.
43. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as well as intimation of non-disqualification in Form DIR-8 under Section 164(2) and the same has been presented and approved by the board in their first board meeting for the financial year.
44. POLICY FOR PRESERVATION OF DOCUMENTS:
In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.
The policy is disclosed on the website of the company under the link https://lexoraaindustries.com/INDUSTRIES%20INVESTOR/
45. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the year, the company did not have made any application or no proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016). No instance of one-time settlement occurred during the year.
46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year, the company has not made any one-time settlement of loan from bank or financial institutions.
47. REMUNERATION/COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY: -
There were no such instances during the relevant financial year requiring the disclosure under section 197(14) of the Companies Act, 2013.
48 DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT:
According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code.
In compliance with the Listing Regulations, a confirmation from the Managing Director regarding the adherence to this Code by all Directors and Senior Management is incorporated into this report as Annexure-G .
49. OTHER DISCLOSURES:
A. There was no commission paid by the company to its managing director or whole-time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013. B. There was no revision of financial statements and the Board's Report of the Company during financial year;
C. Disclosures with respect to demat suspense account/ unclaimed suspense account
In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be given effect only in dematerialised form. Pursuant to SEBI Circular dated January 25, 2022, the listed companies shall issue the securities in dematerialised form only for processing any service requests from shareholders viz., issue of duplicate share certificates, endorsement, transmission, transposition, etc. After processing the service request, a letter of confirmation will be issued to the shareholders and shall be valid for a period of 120 days, within which the shareholder shall make a request to the Depository Participant for dematerialising those shares. If the shareholders fail to submit the dematerialisation request within 120 days, then the Company shall credit those shares in the Suspense Escrow Demat account held by the Company. Shareholders can claim these shares transferred to Suspense Escrow Demat account on submission of necessary documentation. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorised by the Board severally to approve transfers, which are noted at subsequent Board Meetings.
As of March 31, 2025, there are 500 shares of the Company held in demat suspense account or unclaimed suspense account.
D. Disclosure of certain types of agreements binding listed entities
There are no agreements referred under clause 5A of paragraph A of Part A of Schedule III of SEBI (LODR) Regulations, 2015 which can impact the management or control of the Company or impose any restriction or create any liability upon the Company.
E. Disclosure of Accounting Treatment
The financial statements have been prepared on the accrual basis of accounting in accordance with the Generally Accepted Accounting Principles (GAAP) in India. Indian GAAP comprises mandatory accounting standards as specified under the section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.
50. MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY
During the year under review, the Company entered into a Share Purchase Agreement (-SPA ) dated June 05, 2023, with Mrs. Nikita D. Kothari (-Purchaser /-Acquirer ) and the then
Promoters/Promoter Group of the Company, namely, Mr. Radhey Shyam Lahoti, Mr. Ram Awatar Lahoti, Lahoti Export Private Limited and Quality Products Marketing Private Limited (hereinafter individually referred to as -Seller and collectively as -Sellers ).
Pursuant to the SPA, the Purchaser agreed to acquire in aggregate 12,35,462 equity shares of
10/- each, constituting 31.44% of the paid-up equity share capital of the Company, from the Sellers, for an aggregate consideration of 37,06,386/- (Rupees Thirty-Seven Lakhs Six Thousand Three Hundred and Eighty-Six Only) at a negotiated price of 3/- (Rupees Three Only) per equity share.
Out of the total agreed acquisition of 12,35,462 equity shares constituting 31.44% of the paid-up equity share capital of the Company:
? In FY 2023 24, the share transfers by Lahoti Export Private Limited and Quality Products Marketing Private Limited were completed; and ? In FY 2024 25, the share transfers by Mr. Radhey Shyam Lahoti and Mr. Ram Awatar Lahoti were completed.
The execution of the SPA triggered the obligation of the Purchaser to make an open offer to the public shareholders of the Company in accordance with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
51. ACKNOWLEDGEMENTS & APPRECIATION:
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
The Board gratefully acknowledges the unwavering commitment and support of employees and key stakeholders, including banking partners, shareholders, and government authorities, which have been instrumental to the Company's sustained growth.
For and on behalf of the Board of Directors of
SD/-
ANIL MEHTA BABUBHAI
NIKITA D. KOTHARI
Managing Director
DIRECTOR
DIN: 02979904
DIN: 07780991
Place: Mumbai
Date: 3rd September, 2025