TO THE MEMBERS OF LAHOTI OVERSEAS LIMITED

Your Company's Directors take pleasure in presenting the 30^th Annual Report along with Audited Financial

Statements of your Company and its subsidiaries for the Financial Year ended March 31, 2025.

e financial performance of the Company, for the year ended March 31, 2025 is summarized below:

(Rs. In lakhs)

During the year under review your Company has reported a standalone total income from operation of Rs. 50,576.45 Lakhs as compared to Rs. 48,753.94 Lakhs for the previous year. Further, the net profit for the current year under review was Rs. 1,286.06 Lakh as compared to Rs. 1,185.21 Lakhs in previous year._ During the year under review your Company has reported a consolidated total income from operation of Rs. 52,161.33 Lakhs as compared to Rs. 48,753.94

Lakhs for the previous year. Further, the net profit for the current year under review was Rs. 1,313.85 Lakh as compared to Rs. 1,206.42 Lakhs in previous year._

Your Directors are pleased to declare a final dividend

@ 10% (i.e. 0.20) per equity share on 2,91,71,500 Equity shares of Face Value of Rs. 2 each amounting to Rs. 58,34,300/- for the Financial Year 2024-25 subject to the approval of Members at the forthcoming Annual General Meeting ("AGM").

e Register of Members of the Company will remain closed from Tuesday, September 23, 2025 to Monday, September 29, 2025 (both days inclusive) for the purpose of AGM and declaration of Dividend. e cut off (record date for declaration of dividend) is Monday, September 22, 2025.

e Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2025.

During the year, the unclaimed dividend amount of Rs. 1,04,813 pertaining to the final dividend for the financial year 2016-2017 was transferred to the Investor Education & Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 10,002 Equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.

e Company is engaged in the business of Merchant Exports of Cotton textiles and to specialize in the export of quality Cotton Yarns and fabrics. Lahoti's range today covers a wide variety of Cotton Yarns including carded & combed ring spun yarns of coarse & _ne counts, ply yarns, special yarns and grey knitted and woven fabrics._ e Company is also engaged in the business of setting up of Power projects and to generate, supply, distribute, transmit and transform electric or other sources of power.

During the year under review, there has been no change in the nature of business of the Company.

ere have been no material changes or commitments, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report.

e Company has 2 (two) Wholly Owned Subsidiaries namely G Varadan Limited and Innovative Spintex Private Limited.

During the year under review, Innovative Spintex Private Limited became a Wholly Owned Subsidiary of the Company.

e Board of Directors (‘the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Directors' Report. e Audited Consolidated Financial Statements (CFS) of your Company for the financial year ended March 31, 2025, prepared in compliance with the provisions of Ind AS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report. e Annual Reports of the Subsidiaries will be made available for inspection by any Member of the Company at the Registered Office of your Company at 307, Arun Chambers, Tardeo Road, Mumbai – 400 034 between 11:00 A.M. to 1:00 P.M. on any working day upto the date of ensuing AGM. e Annual Reports of the aforesaid Subsidiaries for the financial year ended March 31, 2025 shall be provided to any Member of the Company upon receipt of written request. Members may also send an advance request at the e-mail id investor@ lahotioverseas.com for an electronic inspection of the aforesaid documents.

e Audited Financial Statements of the Subsidiaries of your Company are also available on the website of the Company at www.lahotioverseas.in.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as the subsidiary is not a material, non-listed subsidiary Company as defined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. e Audit Committee of the Company reviews the financial statements of the unlisted subsidiaries. e minutes of the Board meetings of unlisted subsidiaries company are regularly placed at the Board meetings of the Company.

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as ‘Deposits' under the applicable provisions of Companies Act, 2013 as on the date of Balance Sheet and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/ arrangements.

During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. us disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

eCompanyhasformulatedarelatedpartytransactions policy and the same is displayed on the website of the company viz. https://lahotioverseas.in/board-of-directors-and-committees/#Policies%E2%80%8B

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

However, the Company was not required to pass special resolution as the Loans advanced, and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision.

As per the requirements of Section 149, 152 of the Companies Act, 2013 and such other applicable provisions of the Companies Act and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which defines the composition of the Board, the Board of Directors of the Company have been constituted in compliance with the said Sections and Regulations. Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment detailing their role and function in the Company, the format of the letter of appointment whereof is available on the website of the Company at https://lahotioverseas.in/board-of-directors-and-committees/#committee. As on the date of this report, the Company's Board consists of the following Independent Directors: 1. Mrs. Meghna Panchal 2. Mr. Sanjay Deshpande 3. Mr. Ravi Seth.

As per Section 152 and other applicable provisions of the Companies Act, 2013 read with applicable Articles of the Articles of Association of the Company, none of the Directors of the Company are liable to retire by rotation and is eligible for re-appointment.

Mr. Umesh Lahoti, Managing Director, Mr. Ujwal Lahoti, Executive Director, Mr. Aadhitya Lahoti, Executive Director Mr. Mahesh Mishra, Chief Financial Officer and Ms. Mugdha Deo, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company, in terms of Section 2(51) read with Section 203(1) of the Companies Act, 2013. During the year, Mr. Pradeep Bachhuka, Chief Financial Officer has resigned from the post w.e.f. September 26, 2024 & Mr. Mahesh Mishra has been appointed as the Chief Financial Officer w.e.f. November 20, 2024.

Mrs. Meghna Panchal, Mr. Sanjay Deshpande and Mr. Ravi Seth are the Independent Directors on the Board of the Company. e Company has received a declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e Board has 4 Committees: Audit Committee, Stakeholder's Relationship Committee, Nomination and Remuneration Committee and the Corporate Social Responsibility Committee. A detailed note on the functions of the Board and Committee are provided in the Corporate Governance Report. e Composition of the Committees is as follows:

1. Audit Committee

e Audit Committee comprises the following members:

Kindly refer to the section on Corporate Governance under the head, ‘Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

2. Stakeholder's Relationship Committee

Kindly refer to the section on Corporate Governance under the head, ‘Stakeholders Relationship Committee' for matters relating to constitution, meetings and functions of the Committee.

3. Nomination and Remuneration Committee

Kindly refer section on Corporate Governance, under the head, ‘Nomination & Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

4. Corporate Social Responsibility Committee

During the year, five Board Meetings were convened and held, the details of number of meetings of the Board and various Committee during the Financial Year 2024-2025 forms part of the Corporate Governance Report.

In Compliance with Section 178 of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board constituted the Nomination and Remuneration Committee comprising of ree (3) Non-Executive Independent Directors of the Company and further the Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy.

e Remuneration policy of the Company comprises inter alia the aims and objectives, principles of remuneration, guidelines for remuneration to Executive and Non-Executive Directors and Key Managerial Personnel and criteria for identification of the Board Members and appointment of Senior Management.

e Criteria set out identification of the Board members are given hereunder:

1. e Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. e Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. e Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointments beyond seventy years.

e Nomination and Remuneration Policy has been posted on the website of the Company https://lahotioverseas.in/board-of-directors-and-committees/#Policies%E2%80%8B.

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committees and individual Directors, including the Chairperson of the Board.

e Board, on the recommendation of Nomination and Remuneration Committee, have evaluated the effectiveness of the Board, Committees and individual Director for the financial year 2024-2025.

e Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operations were observed.

e Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. e Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Your Company has formed a CSR Committee comprising Mr. Ujwal Lahoti as the Chairperson, Mr. Umesh Lahoti & Mr. Sanjay Deshpande as its members. e Committee is responsible for formulating and monitoring the CSR policy of the Company.

CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society.

e Annual report on the CSR activities undertaken by the Company is appended to this report as Annexure -2.

As per the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with the instances of fraud and mismanagement.

e Whistle Blower Policy has been posted on the website of the Company https://lahotioverseas.in/board-of-directors-and-committees/#Policies%E2%80%8B.

During the year under review, there were no complaints/ concerns that arose.

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

(a) in the preparation of the Annual Accounts, the applicable accounting standards have 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) e directors have 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) e directors have prepared the annual accounts on a going concern basis;

(e) e 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; and

(f) e 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 accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, P C Ghadiali And Co LLP., Chartered Accountants, Mumbai (Registration No.103132W/W-100037) Statutory Auditors of the Company to hold office for five consecutive years from the conclusion of the 27^th Annual General Meeting of the Company held on September 30, 2022 till the conclusion of 32^nd Annual General Meeting to be held in 2027, as required under section 139 of the companies act, 2013 read with companies (Audit & Auditors) Rules 2014.

e Reports of the Statutory Auditors, P C Ghadiali and Co LLP., Chartered Accountants on the Standalone and Consolidated Financial Statements of the Company for the Financial year 2024-25 forms part of this Annual Report. e statutory auditors have submitted an unmodified opinion on the audit of Financial Statements for the Financial year 2024-25 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report and therefore the same does not call for any further comments/ explanation from the Directors.

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Kothari H. & Associates, a firm of Practicing Company Secretaries as a Secretarial Auditor of the Company, for conducing secretarial audit of Company for the Financial Year 2024-25.

e report in respect of the Secretarial Audit carried out by Kothari H. & associates Company Secretaries in Form MR-3 for the Financial Year 2024-25 forms part to this report as Annexure 3. e said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

e Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the Financial Year 2024-25.

e Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the Financial Year 2024-25.

At present the Company's Equity Shares are listed at BSE Limited and the Company has paid Listing Fees to the above Stock Exchanges for the year 2024-25.

e information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 4 and forms an integral part of this Report. In accordance with the provisions of Section 136 of the Act, the Board's Report and the financial statements for the financial year ended March 31, 2025 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard at investor@lahotioverseas.com.

ere are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Risk management_ is the identification, assessment, and prioritization of_ risks_ followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events_or to maximize the realization of opportunities. Risk management's objective is to assure_uncertainty_does not de_ect the endeavor from the business goals.

e Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committeeconsistingofseniorexecutivesoftheCompany periodically reviews these procedures to ensure that executives' management controls risk through means of a properly defined framework. A senior independent director is associated with the committee. e Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board. e risk management policy is displayed on the website of the Company at https://lahotioverseas.in/board-of-directors-and-committees/#Policies%E2%80%8B.

As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Annual Report.

e Report on Corporate Governance for the year under review together with the certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY UNDER SCHEDULE V (C) (10) (I) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

e Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed to this Director's Report as Annexure-4.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website at https://lahotioverseas.in/shareholders-info-and-contacts/#other-disclouser.

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. e Company has installed energy conservative equipment's like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

e Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipment's. However, since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

During the period under review the Company earned Foreign Exchange of Rs. 44,220.29 Lakhs and incurred the Foreign Exchange outgo of Rs. 482.14 Lakhs.

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

e Company has a gender-neutral policy on prevention of sexual harassment at the workplace. e_ Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ere was no case reported during the year under review.

1. During the Financial Year 2024-25, the trading of securities was not suspended.

2. e Company, during the Financial Year 2024-25, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained.

3. e Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years except the penalty levied by the Bombay Stock Exchange for delay in compliance of Regulation 6(1A) of the SEBI Listing regulations of Rs. 18,880/- on August 21, 2024.

4. No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal and there is no instance of one-time settlement with any Bank or Financial Institution.

5. e Company is compliant with the Maternity Benefit Act, 1961 and there were zero cases to whom the provisions of the Maternity Benefit Act, 1961 applies during the year under review.

Your Company's Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment.