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A Oneindia Venture

Nifty 25,765.55 +2.70%

22k Gold ₹ 14,110 /gm

Sensex 83,878.65 +2.71%

Nifty 25,765.55 +2.70%

22k Gold ₹ 14,110 /gm

Sensex 83,878.65 +2.71%

Nifty 25,765.55 +2.70%

22k Gold ₹ 14,110 /gm

Directors Report of Latteys Industries Ltd.

Mar 31, 2025

Your directors are pleased in presenting their 12^th (Twelfth) Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditorsâ Report of your Company for the financial year ended, 31st March, 2025.

The summarized financial results for the year ended 31st March, 2025 are as under:-.

FINANCIAL HIGHLIGHTS: (In Lakhs)

Particulars	2024-25	2023-24
Turnover	8026.83	6364.61
Other Income	32.30	31.00
Total Income	8058.86	6395.61
Finance Cost	158.85	166.21
Depreciation and amortization expenses	60.22	143.85
Profit Before Tax	256.14	203.02
Tax Expenses: Current Tax	55.56	62.07
Deferred Tax	19.90	-8.61
Profit after Tax	180.69	149.55

COMPANYâS PERFORMANCE REVIEW:

During the under review, the performance of the Company is Satisfactory. The Total Turnover during the year under review has increased by 26% and Total profit before tax is increased by 26%.

â¢ Revenue jumped by approximately 26%, reaching ? 8026.83 Lakhs driven by strong demand across submersible and solar pump segments.

â¢ PBT and PAT grew at ~26% and ~21%, respectively, aided by improved operational efficiencies and lower depreciation burden.

Your Company is focusing on the strategic pillars of cost efficiency programs, innovation, brand building and distribution in order to sustain growth and profitability. During the challenging times, the Company maintained its liquidity position by minimizing cash outflows. The company plans to grow its national and international footprint in the coming years. The company has continued its effort to deliver a quality product and service to the customers, which helps maintain the leadership position in the market.

TRANSFER TO RESERVES

The Company has incurred profit of Rs. 180.69 Lakhs for the current financial year and the same is proposed to be transferred to Reserve and Surplus.

CHANGES IN NATURE OF THE BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2025. DIVIDEND

With a view to conserve the available resources, it has been proposed by the Board of Directors not to declare any Dividend for the financial year 2024-25.

DIVIDEND DISTRIBUTION POLICY

Your Company had adopted Dividend Distribution Policy, in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The Policy is available on the Companyâs website: www.latteysindustries.com In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend.

SHARE CAPITAL

During the financial year 2024-25, the Company, pursuant to the approval of the shareholders at the Extraordinary General Meeting held on 28th October 2024, increased its Authorised Share Capital from ?11.50 Crores to ?25.00 Crores, divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) equity shares of ?2 each.

The increase in Authorised Share Capital was undertaken to enable the Company to raise funds for future business expansion and working capital requirements, through issue of further equity shares or other permissible securities, as and when required.

The Issued, Subscribed, and Paid-Up Share Capital of the Company as on 31st March, 2025 stood at ?11.50 Crores, comprising 5,74,95,825 equity shares of ?2 each.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits from public falling within the purview of provisions of Section 73 and 76 of the Companies Act, 2013 (âthe Actâ) and Rules framed thereunder.

SUBSIDIARY & ASSOCIATES

The Company has following Subidiary Company:

S.N

Name of the Company

Nature

Business

Latteys Electrical Pvt Ltd

Subsidiary

Trading in Electrical

Further, a statement containing salient features of the financial statements of our associate company in the prescribed format AOC-1 is appended to the Boardâs Report. The statement also provides the details of performances, financial position of our associate concern. The Company does not have any Joint Venture & Associate Companies

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, there is no Subsidiary, Joint Venture or Associate Company have ceased. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Mr. Kapoor Chand Garg (DIN: 00434621), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The details of Mr. Kapoor Chand Garg, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Twelfth (12th) Annual General Meeting of the Company, which forms an integral part of this Report.

I. The Directors and Key Managerial personnel of the Company as on 31^st March, 2024 are as below:
	N.	Name	Designation	DIN/PAN
	1	KAPOOR CHAND GARG	Managing Director	00434621
	2	PAWAN GARG	Whole time Director	00434836
	3	SAROJ GARG	Non-Executive Director	03564480
	4	SACHIN GUPTA	Independent Director	03637291
	5	ASHISH KUMAR GUPTA	Independent Director	01472111
	6	PIYUSH PODDAR	Independent Director	09268033
	7	SUMIT GOEL	Chief Financial Officer	AAEPG2734R
	8	SONIKA JAIN	Company Secretary	CCBPJ7796M

During the current financial year 2024-2025 there is no changes in Key Managerial Personnel.

Particulars of the Extra-Ordinary General Meeting of the Company held during the year

There was one Extra Ordinary General Meeting held during the year for the purpose of increasing in Authoriszed Share Capital of the Company from 11.50 Cr to 25 Cr on dated 28.10.2024.

CORPORATE GOVERNANCE -

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) forms part of the Directorâs

Report.

DIRECTOR RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company

(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 laid down internal financial controls to be followed by the company and that such internal financial controls are 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.

DECALARATION BY INDEPENDEND DIRECTOR

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declarations from all its Independent Directors confirming that:

1. They meet the criteria of independence as prescribed in the Companies Act, 2013, the applicable rules, and SEBI LODR Regulations, 2015, and have not been disqualified from continuing as Independent Directors.

2. They have complied with the requirements of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, including the registration with the data bank maintained by the Indian Institute of Corporate Affairs (IICA) and completion of any applicable proficiency self-assessment test.

3. In terms of Regulation 25(8) of SEBI LODR Regulations, 2015, they are not aware of any situation that could impair their ability to discharge their duties independently and objectively during the year.

These declarations have been placed before the Board at its first meeting of the financial year and have been taken on record. The Board is of the opinion that all Independent Directors possess the integrity, expertise, and experience necessary to contribute effectively to the functioning of the Board and its committees.

ANNUAL EVUALATION BY THE BOARD

In compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the applicable rules and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an annual performance evaluation of:

â¢ The Board as a whole;

â¢ Its various Committees; and

â¢ Individual Directors, including the Chairperson and Independent Directors.

The evaluation process was conducted through a structured questionnaire covering various aspects such as:

â¢ Composition and diversity of the Board;

â¢ Clarity of roles and responsibilities;

â¢ Quality, quantity, and timeliness of information flow;

â¢ Effectiveness of strategic guidance and decision-making;

â¢ Adequacy of risk management and internal control oversight; and

â¢ Level of engagement and contribution by each Director.

The performance of the Committees was assessed in terms of their structure, mandate, frequency and quality of meetings, and effectiveness in fulfilling their delegated responsibilities. The evaluation of Independent Directors considered their objectivity, level of preparedness, and contribution towards Board discussions and decision-making.

The Independent Directors, in a separate meeting held during the year, reviewed the performance of the Board as a whole, the Chairperson, and the non-independent Directors, as well as the quality and timeliness of information flow between the management and the Board.

The results of the evaluation were discussed at a meeting of the Board of Directors. The Board expressed satisfaction with the performance of each Director, the Board as a whole, and its Committees, and concluded that the Companyâs governance framework is effective in enabling the Board to discharge its duties and responsibilities in a transparent and accountable manner.

BOARD MEETINGS:-

During the year, Seven Board Meetings, as follows were convened and held with requisite quorum. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

1. 10.04.2024 6. 28.09.2024

2. 30.05.2024 7. 12.11.2024

3. 05.07.2024 8. 10.02.2025

4. 13.08.2024

5. 02.09.2024

DETAILS OF COMMITTEE OF DIRECTORS:-

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stake Holders Relationship/ Grievances Committee of Directors and Corporate Social Responsibility Committee, number of meetings held of each Committee during the Financial year 2024-25 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of Regulation 34 of the Securities Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation 2015, Management Discussion and Analysis of the financial condition and result of operation have been provided separately in this Annual Report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Companyâs policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employee of your Company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh & Fifty Thousand or more per month

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as âAnnexure-Bâ to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of Financial Year 2024-25 till the date of this Report.

ANNUAL RETURN:-

The Annual Return of the Company as on March 31, 2025 will be available on the Companyâs website and can be accessed at https://latteysindustries.com

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

Details of loans and guarantees given and investments made during the Financial Year 2024-25, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements, which forms an integral part of this Report.

RELATED PARTY TRANSACATION

Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed.

VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle blowers are accorded complete protection from any kind of unfair treatment or victimization.

The said policy is also available on the website of the Company at www.latteysindustries.com under the head investor section.

AUDITORSI. Statutory Auditor

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendation of the Audit Committee, M/s Piyush J Shah & Co, Chartered Accountants (Firm Registration no.121172W, were appointed as Statutory Auditors at the 11th Annual General Meeting to hold the office for a first term of five (05) consecutive years, from the conclusion of 11th Annual General Meeting till the conclusion of 16th Annual General Meeting of the Company.

STATUTORY AUDITORS'' REPORT:

There are no audit qualifications, reservations or adverse remarks or disclaimers, in the Auditors'' Report, as annexed elsewhere in this Annual Report. During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officer and employees under Section 143(12) of the Companies Act, 2013.

II. Secretarial Auditor

As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s Pitroda Nayan & Co, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2024-25.

SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had M/s Pitroda Nayan & Co, Practicing Company Secretaries as Secretarial Auditor for the year ended 31st March, 2025. The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended on 31st March, 2025 and the same as set out in âAnnexure Gâ, forms an integral part of the Directors'' Report.

The Secretarial Auditor of the Company has submitted his report for the financial year 2024-25 under Section 204 of the Companies Act, 2013. The report contains certain adverse observations/remarks with respect to statutory compliances.

The Board of Directors has carefully reviewed the said observations and wishes to state as under:

1. The observations made by the Secretarial Auditor primarily relate to certain procedural delays/omissions in compliance.

2. The Board acknowledges the importance of strict adherence to all applicable statutory provisions and has taken the observations in the right spirit.

3. The Company has already initiated necessary corrective measures to ensure that such instances do not recur in future. Further, internal control and monitoring mechanisms are being strengthened to enhance compliance management.

4. The Board affirms its commitment towards maintaining the highest standards of good governance, compliance, and transparency in all operations.

Accordingly, the Board assures the shareholders and stakeholders that the Company is committed to full adherence of all applicable laws, rules, and regulations, and continuous improvement in the compliance framework.

Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, Board appointed M/s. Nimit B Shah & Co, Chartered Accountants, Ahmedabad and conducted the Internal Audit of the Company for the Financial Year 2024-25.

IV DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS

The Board of Director not appointed Cost Auditor owing to non-applicability to appoint Cost Auditor in your Company specified the Central Government under sub-section (1) of Section 148 of the Companies Act 2013, is required by the Company and accordingly such accounts and records are made and maintain w.e.f. 01^st April 2022.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

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 current 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. The Company has not received any complaint on the SCORES during financial year 2024-25.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

FRAUD REPORTING

There were no frauds reported during the Financial Year.

CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

INSIDER TRADING

The Board has in consultation with the Stakeholderâs Relationship Committee laid down the policy to regulate and monitor the Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading. The Company has also adopted a Prohibition of Insider Trading Policy.

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives

The Policy was approved by the Board and same was uploaded on the Companyâs website www.latteysindustries.com under the tab investors.

MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple

channels of communication such as Companyâs Website and stipulated communications to Stock Exchange where the Companyâs shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companyâs Policies etc.

HUMAN RESOURCES

Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Numbers of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

WEBSITE

The Company has a website addressed as https://www.latteysindustries.com contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companyâs policy on Directorsâ appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act, is uploaded on the website and can be accessed through following link :

https://www.lattevsindustries.com/files/Terms%20and%20Conditon%20of%20Independent%20Dire

ctors.pdf

OTHER DISCLOSURES

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

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVATLTNG LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS :

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

â¢ Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

â¢ Regular third-party cybersecurity audits and vulnerability assessments.

â¢ Employee training programs on data protection and cybersecurity awareness.

â¢ Strict access control mechanisms and implementation of role-based permissions.

â¢ Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwareâs.

CAUTIONARY STATEMENT:-

Statements in the Boardsâ Report and the Management Discussion and Analysis describing the Companyâs objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companyâs operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Bankers, Financial Institutions, Government Authorities, Customers, Vendors, Consultants, Advisors and Members for their direct and indirect cooperation and look forward to their continued support in the future.

Your Directors acknowledge the support and co-operation received from employees and all those who have helped in day to day management of the Company.

Mar 31, 2024

Your Directors are pleased to present this Eleventh (11th) Annual Report of your company along with Audited Financial Statements for the Financial Year ended on March 31, 2024 .

FINANCIAL HIGHLIGHTS: (In Lakhs)

Particulars	2023-24	2022-23
Turnover	6364.61	5293.67
Other Income	31.00	71.41
Total Income	6395.61	5365.08
Finance Cost	166.21	129.46
Depreciation and amortization expenses	143.85	124.24
Profit Before Tax	203.02	182.02
Tax Expenses:
Current Tax	62.07	57.00
Deferred Tax	-8.61	-8.32
Profit after Tax	149.55	132.84

COMPANYâS PERFORMANCE REVIEW:

During the under review, the performance of the Company is Satisfactory. The Total Turnover during the year under review has increased by 20% and Total profit before tax is increased by 13%.

â¢ During the Financial Year ended March 31, 2024, the Companyâs total Revenue from operations was Rs. 6364.61 Lakhs /- as against Rs.. 5293.67 Lakhs/- in the corresponding previous Financial Year ended March 31, 2023.

â¢ The Profit after tax (PAT) for the Financial Year ended March 31, 2024 is 149.55/- Lakhs as against Profit of Rs. 132.84/- Lakhs in the corresponding previous Financial Year ended March 31, 2023.

TRANSFER TO RESERVES

The Company has incurred profit of Rs. 149.55 Lakhs for the current financial year and the same is proposed to be transferred to Reserve and Surplus.

CHANGES IN NATURE OF THE BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2024. DIVIDEND

With a view to conserve the available resources, it has been proposed by the Board of Directors not to declare any Dividend for the financial year 2023-24.

DIVIDEND DISTRIBUTION POLICY

SHARE CAPITAL

During the year 2023-2024, there is no change in the paid-up equity share capital of the Company. The equity shares of the Company are listed on National Stock Exchange of India Limited (âNSEâ).

DEPOSITS

SUBSIDIARY & ASSOCIATES

The Company has following Subidiary Company:

S.N

Name of the Company

Nature

Business

Latteys Electrical Pvt Ltd

Subsidiary

Trading in Electrical

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Mr. Pawan Garg (DIN 00434836) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends his re-appointment.

The details of Mr. Pawan Garg, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Tenth (11th) Annual General Meeting of the Company, which forms an integral part of this Report.

I. The Directors and Key Managerial personnel of the Company as on 31^st March, 2024 are as below:

	N.	Name	Designation	DIN/PAN
	1	KAPOOR CHAND GARG	Managing Director	00434621
	2	PAWAN GARG	Whole time Director	00434836
	3	SAROJ GARG	Non-Executive Director	03564480
	4	SACHIN GUPTA	Independent Director	03637291
	5	AASHISHKUMARGUPTA	Independent Director	01472111
	6	PIYUSH PODDAR	Independent Director	09268033
	7	SUMIT GOEL	Chief Financial Officer	AAEPG2734R
	8	SONIKA JAIN	Company Secretary	CCBPJ7796M
During the current financial year 2023-2024 there is no changes in Key Managerial Personnel.

CORPORATE GOVERNANCE

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) forms part of the Directorâs Report.

DIRECTOR RESPONSIBILITY STATEMENT

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

(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.

DECALARTION BY INDEPENDEND DIRECTOR

The Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that they are in compliance with sub-rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In view of the provisions of the Companies Act, 2013 and considering the Guidance Note dated 5th January, 2017, issued by the Securities and Exchange Board of India (âSEBIâ), the Nomination & Remuneration Committee of the Board had laid down comprehensive framework including the criteria for evaluation of performance of the Board as a whole and various committees of the Board and individual Directors, including Independent Directors.

Based on the above mentioned comprehensive framework, the Board of Directors of the Company had carried out Annual Evaluation of the performance of the Board as a whole, the Directors individually and also the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee.

On collation of all the responses, feedback was provided by Chairman of the Board to the Board of Directors and each member of the Board. The Board noted the evaluation results that were collated and presented to the Board. The Directors expressed their satisfaction with the evaluation process.

BOARD MEETINGS:-

1. 21.04.2023 5. 11.11.2023

2. 30.05.2023 6. 02.01.2024

3. 14.08.2023 7. 12.02.2024

4. 02.09.2023

DETAILS OF COMMITTEE OF DIRECTORS:-

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stake Holders Relationship/ Grievances Committee of Directors and Corporate Social Responsibility Committee, number of meetings held of each Committee during the Financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of Financial Year 2023-24 till the date of this Report.

ANNUAL RETURN:-

The Annual Return of the Company as on March 31, 2024 is available on the Companyâs website and can be accessed at https://latteysindustries.com

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

Details of loans and guarantees given and investments made during the Financial Year 2023-24, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements, which forms an integral part of this Report.

RELATED PARTY TRANSACATION

VIGIL MECHANISM

The said policy is also available on the website of the Company at www.latteysindustries.com under the head investor section.

AUDITORS I. Statutory Auditor

STATUTORY AUDITORS'' REPORT:

II. Secretarial Auditor

As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s NAYAN P PITRODA, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2023-24.

SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s .Nayan P Pitroda, Company Secretaries as Secretarial Auditor for the year ended 31st March, 2024. The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended on 31st March, 2024 and the same as set out in âAnnexure 1â, forms an integral part of the Directors'' Report. There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2024 is attached to the Directorâs Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, Board has appointed M/s. Bansal Harish & Co, Chartered Accountants, Delhi to conduct the Internal Audit of the Company for the Financial Year 2023-24.

IV DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

RISK MANAGEMENT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

FRAUD REPORTING

There were no frauds disclosed during the Financial Year.

CODE OF CONDUCT

INSIDER TRADING

During the year under review, in compliance with the amendments to the SEBI Insider Regulations, the Company adopted the following effective 1 April 2019:

The Policy was approved by the Board and same was uploaded on the Companyâs website www.latteysindustries.com under the tab investors.

MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple

HUMAN RESOURCES

WEBSITE

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

https://www.latteysindustries.com/files/Terms%20and%20Conditon%20of%20Independent%20Dire

ctors.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2023-24.

No. of Complaints Received: NIL No. of Complaints Disposed of: NIL

OTHER DISCLOSURES

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

SECRETARIAL STANDARDS :

CAUTIONARY STATEMENT:-

ACKNOWLEDGEMENT

Your Directors acknowledge the support and co-operation received from employees and all those who have helped in day to day management of the Company.

Mar 31, 2023

Your Directors arpleased to present this Tenth Annual Report of your company along with Audited F inancial Statements for the F inancial Year ended on March33 1 202

FINANCIAL HIGHLIGHTS: (In Lakhs)

Particulars	2222-23	2221-22
Turnover	5247.94	4085 .B
Other Income	17.66	46.55
Total Income	5365.62	4141.86
F inance Cos t	E1E	IB. 36
Depreciation and amortization expens es	15.95	81 48
Profit Before Tax	182.17	142.98
Tax Expenses :
Current Tax	57.C0	42 . 23
Deferred T ax	8.32	3.C4
Profit after Tax	132.84	123.48

COMPANYâS PERFORMANCE REVIEW:

During the under review, the performance of the Company is Satisfactory. The Total Turnover during the year under review has increased by 28% and Total profit before tax is increased by 29%.

â¢ During the F inancial Year ended March 3) 32C2he Companyâs total Revenue from operrons was Rs. 5247.94 Lakhs/- as against Rs.4085.18 Lakhs''- in the corresponding previous Financial Year ended March 3( 2C22.

â¢ The Profit after tax (PAT) for the Financial Year ended March &112C2.84/- Lakhs as against Profit of Ri.23.48/- Lakhs in the corresponding previous F inancial Year ended March 3 2 202

Your Company is focusing on the strategic pillars of cost efficiency programs, innovation, brand building and distribution in order to sustain gtlownd profitability. During the challenging times, the Company maintained its liquidity position by minimizing cash fort''s. The company plans to grow its national and international footprint in the coming years. The company has continued its edielivfeit oi quality product and service to the customers, which helps maintain the leadership position in the market.

MIGRATION TO MAIN BOARD

During the year under review, the Company had sought approval of members via Postal Ballot for migration of EquityShares of the Company from SME Portal (Emerge) of National Stock Exchange of India Ltd (N SE) to Mail Board of NSE, pursuant to provisions of Regulation 277 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) RegulationÂ®. The members had given their approval by passing a Special Resolution through Postal Ballot which concludecForiday, December 02,2022 . On receipt of members approval and on completion of requisite formalities with NSE, the equity shares of phnyGama successfully listed/admitted on the Main Board of N SE with effectfrdiMay, 2023.

SUBSIDIARY & ASSOCIATES

Company has invested 5% of Share Capital of Latteys Electrical Private Limited which is engaged in the business of marfacturing of Electric Vehicles Charging StatiuEnectricGarbage Van and LED etc. Itâs a Subsidiary Company of Latteys Industries Limited whichswncorporated on 3^h March 2023, however Company has nofi lled for commencement of businedu ring tie Year 2022-23. Capital was subscribed in the month of May 2023 therefore there was no financial impact for the y-23r. 2022

DIVIDEND

With a view to conserve the available resources, it has been proposed by the Board of Directors not to declare any Dvidend for the financial year 20223.

RESERVES

The Company has Openingalance ofRs. E93.21 /- Lakhs as Reservemd Surplus as oApril Q, 202 2.

As Company has issued Bonus Sharest o its Shareholders fromserve& surplus. An amount oRs 642.93 lakhs has been transferred from Security Premium reserve and amounting of Rs 47.C2 Lakhs from free reserves. Total amount of Rs 689.95 Lakhs has dapetalized into equity.

The Closing Balance of Reserve and Surplus is bifurcated as follows:

Sr. no	Particulars	Amount
1	Surplus in Statement of Profit & Loss	534.09
TOTAL IN LAKHS		534.09

CHANGES IN NATURE OF THE BUSINESS, IF ANY

The Company Continued to carry Business of Manufacture of submersible pumps andhMotveE Company has expanded Main Object with the approval of Shareholders on dated . 302Â§3with Solar Pumps & Motors, LED lighand any other ancillary items.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are nonaterial changes and commitments affecting the financial position of the Company, subsequent to close of F inancial Year 2023 till the date of this Report.

SHARE CAPITAL

The Authorised Share Capital of the company was ? 5,OQOQOOO (divided into 5QOQOOO Equity S hares of Rs. I/-each). Paid UP & Subscribed Capital of the Company was ? 4,59,96,660 (divided into 45,99,666 Equity Shares of Rs. O-each) as on O1O4.2SQ22

The Company has increase Authorised Share Capital ? 5,00,00,000 (divided into 5O,^^ Equity Sharesof Rs. O-each) to ? 11,50,00,000 (divided into jBfQQD Equity Shares of Rs. O-each) on 20O9.2O22 with the approval of Shareholders. Therefore, Company has capitalized its profit into Shares and issued Bonus Shares to its shareholders on the basis of three (3) bonus shares for every two (2) equity shares held on the entitlement date. The Bonus was subsequently approved by the shareholders via an Annual General Meeting in 2O22. Bonus Shares waraedited to shareholder account on 22nd October 2O22

Subsequently On I1O2.2O23, the Company has split the face value of equity share from Rs-. to Rs.

2/- per equity share with the approval of shareholders (Approval was taken on (E.O)12O23) After consideration of the split of the face value of Equity Shares, Authorized Share Capital is l^OO/TO (divided into 5,75,^^ equity shares Rs. 2/- each) and paid-up share capital of the company is 1(49,9)166 O (divided into 5,74,95,825 Rs. 2/- each).During the year under review, there is no change in the Authorized, Issued, Subscribed and P-atip[ Share Capital of the Company.

As at March 3( 2O3, the Authorized Share Capital of the Company isfl RÂ®, OQ Ott/ - divided into 5,75,^O^ /- equity share of Rs2/- each.

DEPOSITS

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

Details of loans and guarantees given and investments made during the Financial Year 2022-23, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements, which forms an integral part of this Report.

RELATED PARTY TRANSACATION

Details of the same is incorporated in AnnexUC-eAOC-2-Related Party Transacati on. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Mr Kapoor Chand Garg (DIN 00434621) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends his re-appointment.

The details of Mr Kapoor Chand Garg, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Tenth (10th) Annual General Meeting of the Company, which forms an integral part of this Report.

I. The Directors and Key Managerial personnel of the Company as on 31^st March, 2023 are as below:

N.	Name	Designation	DIN/PAN
1	KAPOOR CHAND GARG	Managing Director	00434621
2	PAWAN GAR G	Whole time Director	0043 483 6
3	SAROJ GARG	Non-Executive Director	03 564480
4	SACHIN GUPTA	Independent Director	03637291
5	AASHISHKUMARJPTA	Independent Director	04721
6	PIYUSH PODDAR	Independent Director	09 268033
7	SUMIT GOEL	Chief Financial Offic er	AAEPG2734R
8	SONIKA JAIN	Company Secretar y	CCBPJ7796M

During the current financial year 2022-2023 there is no changes in Key Managerial Personnel.

STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possesses the attributes of integrity, expertise and experience required to best serve the interest of the Company.

DIRECTOR RESPONSIBILITY STATEMENT

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

(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.

In view of the provisions of the Companies Act, 2013 and considering the Guidance Note dated 5th January,

2017, issued by the Securities and Exchange Board of India ("SEBI"), the Nomination & Remuneration Committee of the Board had laid down comprehensive framework including the criteria for evaluation of performance of the Board as a whole and various committees of the Board and individual Directors, including Independent Directors.

BOARD AND COMMITTEE MEETINGS:

MEETING OF THE BOARD OF DIRECTORS

There are 11(Eleven) Meetings of the Board as on 31.03.2023.

During the year under review the Board of Directors (Thirteen times (viz., tt.C4.2CE2,

30.C4.2CE2, EQ5.2C22, 23.C6.2C22, 30.C6.2C22, 01C7.2C22, 22.C8.2022, B.D2C22, 22D.2C22,

tt.I12C22, 311 22C22, 15.CE2C23, CF.CB.^C^ ) during the year 2C2223.The interval between the

two meetings was well withi the maximum period mentioned under Section 73 of the Companies Act, 2()B and Regulation 7 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 20B. Details of the Meetings are as under:

no	Name of the Director	No. of Board Meeting
no	Name of the Director	Held	Attended
1	KAPOOR CHAND GARG -MAN AGIN G DIRECT OR	3	B
2	PAWAN GAR-WHOLE TIME DIRECTOR	3	2
3	SAROJ GARGNON EXECUTIVE NON INDEPENDENT DIRECTOR	3	B
4	SACHIN GUPT AINDEPENDENT DIRECTOR	3	C9
5	PIYUSH PODDARNDE PENDENT DIRECTOR	3	C8
6	ASHISH KUMAR GUP-TA INDEPENDENT DIRECTOR	3	C7

AUDIT COMMITTEE

Brief description and terms of reference

The Board of Directors had constituted Audit Committee in compliance with the provisions of Section 77 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, as amended from time to time. The Committee has adopted a Charter forfitrsctioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and qu&lfitiyancial reporting.

COMPOSITION OF AUDIT COMMITTEE AS ON 07^th SEPTEMBER, 2020

S.N.	Name of member	Designation
1	AASHISH KUMAR GUPTA	Chairman & Independent Direct or
2	SACHIN GUPTA	Member & Independent Direct or
B.	SAROJ GARG	Member & Non-Executive Director

Company has conducted 5(F ive) Audit Committee Meeting during the year:

Sr. io.	Date of Meeting
1	30/05/2022
2	0107/2022
B	22/C8/2022
4	4/1/2022
5	28/02/2023

Mrs. Sonika Jain, Company Secretary acts as secretary to Committee.

NOMINATION AND REMUNERATION COMMITTEE Brief description and terms of reference

The Board of Directors had constituted Nomination and Remuneration Committee in compliance with the provisions of Section 78 of the Companies Act, 20B and Regulation 9 of SEBI (LODR) Regulations, 205.

This Committee identifies the persons, who are iffual to become Directors of the Company / who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also carries out evaluation of every director''s performance.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE 07^thSEPTEMBER, 2020

S.N.	Name of member	Designation
1	AASHISH KUMAR GUPTA	Chairman & Independent Direct or
2	SACHIN GUPTA	Member & Independent Direct or
3.	SAROJ GARG	Member & Non-Executive Director

Mrs. Sonika Jain, Company Secretary acts as secretary to Committee.

There was 01 (One) meeting of the Nomination & Remuneration Committee of the Board of Directors held during the F inancial Year 2223 (i.e., on 07-03.202 3)

STAKEHOLDERâS RELATIONSHIP COMMITTEE

Brief description and Terms of Reference

Your Directors have constituted Stakeholders Relationship Committee in compliance with the requirements of Section 78(5) of the Companies Act, 20B and Regulation 20 of the SEBI (LODR) Regulations, 205.

COMPOSITION OF STAKEHOLDERâS RELATIONSHIP COMMITTEE 07^th SEPTEMBER,

2020

S.N.	Name of member	Designation
1	AASHISH KUMAR GUPTA	Chairman & Independent Direct or
2	SACHIN GUPTA	Member & Independent Direct or
3.	SAROJ GARG	Member & Non-ExecutiveDirector

Mrs. Sonika Jain, Company Secretary acts as secretary to Committee.

There was 01 (One) meeting of the Nomination & Remuneration Committee of the Board of Directors held during the F inancial Year 2C223 (i.e., on BH2CE2 )

AUDITORS I. Statutory Auditor

Pursuant to the provisions of Section B9, 42 and other applicable provisions, if any, of the Companies Act, 20B read with the Companies (Audit and Auditors) Rules, 204, and pursuant to the recommendation of the Audit Committee, M/K.N.GUTGUTIA & COMPANYChartered Accountants (Firm Registration3rf4>53E , were appointed as Statutory Auditors at the 09th Annual General Meeting to hold the office for a first term of five (C5) consecutive years, from the conclusion of C9th Annual Genreal Meeting till the conclusion of 4th Annual General Meeting of the Company.

STATUTORY AUDITORS'' REPORT:

There are no audit qualifications, reservations or adverse remarks or disclaimers, in the Auditors'' Report, as annexed elsewhere in this AnnRabport. During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officer and employees under Section 43(2) of the Companies Act, 20B.

II. Secretarial Auditor

As required undeprovisions of Section 2C4 of the Companies Act, 20B and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s NAYAN P PITRODA, Practicing Company Secretaries, for conducting the Secretarial Audit for the -E3Y 2C22

SECRETARIAL AUDIT: Pursuant to the provisions of Section 2C4 of the Companies Act, 20B, read with Rule 9 of the Companies (Appointment Remuneration of Managerial Personnel) Rules, 204, the Board of Directors of the Company had appointed MayanP PitrodaCompany Secretaries as Secretarial Auditor for the year ended 3kt March, 2C23. The Secretarial Auditor has submitted its Report in F orm No. MBfor the F inancial Year ended on 31st March, 2C23 and the same as set out in âAnnexure 1â, forms an integral part of the Directors'' Report. There are no qualifi caesenvations or adverse remarks or disclaimers made in the Secretarial Audit Report.

Secretarial Audit Report in Form -MiRsued by the Secretarial Auditor of the Company for the F inancal Year ended on March 31, 2023 is attached to the Directorâs Report as Annexure- E. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

[II. Internal Auditor

In accordance with the provisions of Section B8 of the Companies Act, 20B and Rules framed thereunder, Board has appointed MBansal Haris Co, Chartered Accountants, Delhi to conduct the Internal Audit of the Company for the F inancial Yea-232C22

IV DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS

The Board of Director not appointed Cost Auditor owing tâ¬appmcability to appoint Cost Auditor in your Company specified the Central Government under-sectbon () of Section 48 of the Companies Act 20)3, is required by the Company and accordinglu ch accounts and records are made and maintain w.e.f. Of April 2022

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

The information on conservation of energy, technology absorption and foreign exchange earmidigs outgo as stipulated under Section B4 of the Companies Act, 203 read with the Companies (Accounts) Rules, 2014, is set out herewith as âAnnexure-Aâ to this Report.

PARTICULARS OF EMPLOYEES

The Company has no employee, who is in receipt of remunenaof Rs 8,5Q00[y - per month or Rs }02,OO0O[y - per annum and hence the Company is not required to give information under sub rule 2

and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204. F urther the followig details forming part of AnnexuBeto the Board Repor t.

Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 204 statement containing the names and other particulars of Top Ten employees in terms of remuneration drawn by them.

Disclosure Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered byDitpanC during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the company had not entered into any contract or arrangement or transactions with related parties which could be considered âmaterialâ (i.e. transactions exceeding ten percent of the annual turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of Clompany on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in fo m AOC However, you may refer to Related Party transactions, as per the Accounting Standards, in Note No. 28 of the F inncial Statement s.

Transaction entered as per section B8 of the Companies during the year are detailed in AnnCxure attached to this report and transaction with related parties, as per requirement of accounting standard B are disclosed in the notes taccounts annexed to the F inancial Statement.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized databasecofbplhints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve alhiestor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2Q23.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of Regulation 34 of the Securities Exchange Board of India (Listing Obligaton & Disclosure Requirement) Regulation 205, Management Discussion and Analysis of the financial condition and result of operation have been provided sepaly in this Annual Report as AnnexCre

FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 20B and rules made thereunder, the Board has carried the evaluation of its own performance, performance of IndiviDialectors, Board Committees including the chairman of the Board on the basis of attendance, contribution of various criteria as recommended by the nomination and remuneration committee of the Com pany.

The evaluation of the working of the Board, its commit experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non Independent Directors (inclhdinlgairman) was also evaluated by the Independent directors at the separate meeting held of the Independent Directors of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Subection 3(a) of Section B4 and Subection (3) of 92 of the CompaniescA 20B read with Rule 2 of Companies (Management and Administration) Rules, 204,, the Copy of the Annual Return of the Company for the F inancial Year ended March 23 ils2gj!ven in F orm MGT 7, will uploaded on the website of the Company and can beeesised through following link.

https//www.lattevsindustries.com/files/M-C_2[B2 -2023.pdf

CORPORATE GOVERNANCE

Since the Companyâs securities are listed on SME Emerge Platform of N ational Stock Exchange (N SE) till March 2023 by virtue of Regulation 5 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of subegulation (2) of regulation 46 and para C, D and E of schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boardâs Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and sflabry requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complin all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the C ompany.

RISK MANAGEMENT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle BlowlecyP where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whist-biowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governantool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or tie Chairman of the Audit Committee, where necessary. The Company ensures that genuine whislle blowers are accorded complete protection from any kind of unfair treatment or victimization.

The said policy is also available on the website of the Companwww.latteysindustries.cominder the head investo section.

FRAUD REPORTING

There were no frauds disclosed during the F inancial Year.

CODE OF CONDUCT

INSIDER TRADING

The Board has inonsultation with the Stakeholderâs Relationship Committee laid down the policy to regulate and monitor the Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading. The Company hdbpdeno a Prohibition of Insider Trading Policy.

During the year under review, in compliance with the amendments to the SEBI Insider Regulations, the Company adopted the following effective 1 April 209 :

Code of Practices and Procedures for F air DiHdcof Unpublished Price Sensitive Information.

Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives

The Policy was approved by the Board and same was uploaded on the Companyâs website www.latteysindustries.conunder the tab investors.

MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly intetrsacwith its shareholders through multiple channel s of communication such as Companyâs Website and stipulated communications to Stock Exchange where the Companyâs shares are listed for announcement of Financial Results, Annual Report, Notices,

Outcome of Metings, and Companyâs Policies etc.

HUMAN RESOURCES

Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Numbers of programsthat provide focused people attention are currently underway. Your Company thrust is on t ie promotion of talent internally through job rotation and job enlargement.

WEBSITE

The Company has a website addressed ihttps//www.latteysindustries.c contains the basic information about the Companydetails of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official oCtimpany who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 205. The Company ensures that the contents of this website are perodically updated.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companyâs policy on Directorsâ appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as poilayiirg to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 78(3) of the Act, is uploaded on the website and can be accessed through following link :

https / /www.latteysindustries.com/ files/Terms%20and% 20C onditon% 20of% 204 ndependent%20D irec tors.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20B and the Rules framed thereunder, the Company has formed an Internal Complaint s Committee and also framed and adopted the pcy ifor Prevention of Sexual Harassment at Work place.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2022-23.

No. of Complaints Received: NIL No. of Complaints Disposed of: NIL

OTHER DISCLOSURES

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

SECRETARIAL STANDARDS :

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the B,aFknancial Institutions, Government Authorities, Customers, Vendors, Consultants, Advisors and Members for their direct and indirect co operation and look forward to their continued support in the future.

Your Directors acknowledge the support andoperation received from employees and all those who have helped in day to day management of the Company.

FOR LATTEYS INDUSTRIES LIMITED Sd/-

KAPOOR CHAND GARG

PLACE: AHMEDABAD MANAGING DIRECTOR

DATE: 02^nd SEPTEMBER 2023 DIN: 00434621

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting the Annual Report and the Financial Statements for the financial year ended 31st March, 2018.

EXTRACT OF ANNUAL RETURN

Attached herewith as Annexure-A.

BOARD MEETINGS

During the financial year ended 31^st March, 2018, Board of Directors met 18 times on

Sr. No.	Date of Board Meetings
1	17/04/2017
2	25/05/2017
3	12/06/2017
4	01/07/2017
5	13/07/2017
6	29/08/2017
7	01/09/2017
8	04/09/2017
9	25/09/2017
10	18/10/2017
11	27/10/2017
12	24/11/2017
13	01/01/2018
14	04/01/2018
15	16/01/2018
16	07/02/2018
17	12/03/2018
18	15/03/2018

DIRECTORSâ RESPONSIBILTY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company and subject to disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditorsâ of the Company from time to time, Your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

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

(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.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder.

POLICY ON DIRECTORâS APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Companyâs Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on Companyâs website www.latteysindustries.com,

AUDIT COMMITTEE

Brief description and terms of reference

To oversee the Company''s Financial Report process, internal control systems, reviewing the accounting policies and practices, and financial statements audited by the statutory auditors.

COMPOSITION OF AUDIT COMMITTEE AS ON 31^st MARCH, 2018

S.N.	Name of member	Designation
1.	SANDEEP KUMAR MANGAL	Chairman & Independent Director
2.	SACHIN GUPTA	Member & Independent Director
3.	SAROJ GARG	Member & Non -Executive Director

Company has conducted 2(Five) Audit Committee Meeting during the year

Sr. No.	Date of Meeting
1	07/02/2018
2	12/03/2018

NOMINATION AND REMUNERATION COMMITTEE Brief description and terms of reference

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non-Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE AS ON 31^st MARCH, 2018

S.N.	Name of member	Designation
1.	SANDEEP KUMAR MANGAL	Chairman & Independent Director
2.	SACHIN GUPTA	Member & Independent Director
3.	SAROJ GARG	Member & Non -Executive Director

STAKEHOLDERâS RELATIONSHIP COMMITTEE Brief description and Terms of Reference

The Board has delegated the powers to a committee to approve transfer/transmission of shares and attend to all other matters related thereto

COMPOSITION OF STAKEHOLDERâS RELATIONSHIP COMMITTEE AS ON 31^st MARCH, 2018

S.N.	Name of member	Designation
1.	SANDEEP KUMAR MANGAL	Chairman & Independent Director
2.	SACHIN GUPTA	Member & Independent Director
3.	SAROJ GARG	Member & Non -Executive Director

CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. The Company being a company listed on NSE Emerge (SME segment) Platform, preparation of corporate governance is not applicable.

AUDITORS

Members of the Company at the AGM held on MONDAY, 25TH DAY OF SEPTEMBER, 2017 had approved the appointment of M/s. Gaurav Ashok Jain & Associates., Chartered Accountant as the Statutory Auditors for a period of 3 (Three) financial years i.e., up to 31 March, 2020. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Members are requested to ratify their appointment at the Annual General Meeting.

AUDITORSâ REPORT

Auditorâs Report is self-explanatory does not require any comments or clarification.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There is no loans and investments as per Section 186 of the Companies Act, 2013 hence not applicable. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Attached herewith in Form AOC-2 as Annexure-B.

FINANCIAL SUMMARY

PARTICULARS	31/03/2018	31/03/2017
Sales	32,67,80,003.00	35,69,55,883.00
Other income	12,84,119.00	74,132.00
Profit Before Interest & Depreciation	3,14,03,793.00	2,51,56,601.00
(-)Finance Cost	1,10,09,978.00	1,00,73,819.00
(-) Depreciation	56,62,116.00	48,60,078.00
Profit before tax & Exceptional items	1,47,31,699.00	1,02,22,704.00
( )Exceptional Items	NIL	NIL
Profit Before Tax	1,47,31,699.00	1,02,22,704.00
(-) Tax Expense	42,10,015.00	37,80,314.00
Profit for the year after tax	1,05,21,684.00	64,42,390.00
( ) Surplus brought from previous year	1,55,36,246.00	90,93,856.00
Total surplus Carried to balance sheet	1,74,44,191.00	1,55,36,246.00

Profit & Loss Appropriation	31/03/2018	31/03/2017
Proposed Dividend	0	0
Dividend Distribution tax	0	0
Transfer to General Reserve	0	0
Closing Balance	0	0
General Reserve
Total Amount as at last year	0	0
Add: Transfer from P&L Appropriation Account	0	0
Closing Balance	0	0

DIVIDEND

Directors have not recommended any dividend.

STATE OF AFFAIRS OF THE COMPANY

Figures stated herein above are self-explanatory about state of affairs of the company.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes in the companyâs activities since last date of signing of accounts and Board of directors are committed for the Best working of the company depending on the business environment.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis is set out in the Annual Report as Annexure-C.

SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Vickey K. Patel, Practicing Company Secretary, as Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2017-18 as required under Section 204 of the Companies Act, 2013. There is no Secretarial Audit Qualification for the year under review. The Secretarial Audit Report is given as Annexure-D

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given as Annexure-E hereto and forms part of this report.

PERSONNEL

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Act, read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given under Annexure-F. Further no employee of the Company was employed during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the information under Rule 5(2) is not applicable.

RISK MANAGEMENT POLICY

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy. The Board is very vigilant in working and also have proper internal control systems to minimize the operational and business risk. Company also encourage Whistle Blower system in the company.

CORPORATE SOCIAL RESPONSIBILITY POLICY

NOT APPLICABLE

PERFORMANCE EVALUATION OF BOARD, ITS COMMITTIES AND INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. Every member of the Board and committees including Independent directors are sharing their expert Knowledge and expertise in the best interest of the company and Board appreciate them with the word of appreciation at this junction.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

S.N	Name of Director /KMP	Designation	Date of appointment/Change in Designation	Date of resignation
1.	JAYESH LAXMANBHAI BHAVSAR	Company Secretary (C.S)	27/10/2017	-
2.	VIRALBHAI HASMUKHBHAI PATEL	Chief Financial Officer (C.F.O)	27/10/2017	-
3.	KAPOOR CHAND GARG	Chairman & Managing Director	23/11/2017	-
4.	PAWAN GARG	Whole Time Director	23/11/2017	-
5.	SAROJ GARG	Non -Executive Director	24/11/2017	-
6.	SACHIN GUPTA	Additional Independent Director	04/01/2018
7.	SANDEEP KUMAR MANGAL	Additional Independent Director	04/01/2018	-
8.	SACHIN GUPTA	Independent Director	08/01/2018	-
9.	SANDEEP KUMAR MANGAL	Independent Director	08/01/2018	-

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

NOT APPLICABLE

DEPOSITS

During the year, your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 and therefore not required to furnish information as per Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is also posted on the Companyâs website www.latteysindustries.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Board is pleased to inform you that there is no order passed against the company from any regulator or courts or Tribunals.

ACKNOWLEDGMENT:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors

For LATTEYS INDUSTRIES LIMITED

KAPOOR CHAND GARG

Chairman & Managing Director

For LATTEYS INDUSTRIES LIMITED

PAWAN GARG

Whole Time Director

Date: 30/08/2018

Place: AHMEDABAD

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