<dhhead>DIRECTORS’ REPORT</dhhead>

To, The Members,

LAST MILE ENTERPRISES LIMITED

(Formerly Known as Trans Financial Resources Limited)

Your Directors have pleasure in presenting their 28^thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2022-23 and the previous Financial Year 2021-22 is tabled below:

Further, the Audited Standalone Financial Statements for the Financial Year 2022-23, forming part of this Annual Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs(MCA) and The Securities Exchange Board of India (SEBI) read with the provisions of Section 133 of the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.

2. STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE OF THE COMPANY:

The company’s approach towards growth has delivered satisfactory results during the year 2022-23as the company has carried out business activity during the year in comparison to the previous year. The company is expecting more revenue and sure to grow in terms of net profit in the upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

3. DIVIDEND:

The Board of Directors are pleased to recommend payment of Dividend at 2.5% on equity shares of Rs. 10/- each, amounting to Rs. 0.25 per share on post enhanced paid up equity capital of the company to those shareholders whose names appear on the Register of Member on Record date. With a view to share the profits of the company with its shareholders, directors feel that recommendation of dividend is a way of appreciation to them.

4. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

The company has not transferred any amount to reserves during the financial year 2022-23.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. In pursuance to provisions of Section 203 of the Companies Act, 2013 (“the Act”) read with relevant Rules thereunder, the personnel of the Company who acted as “Key Managerial Personnel” during the year under review are as appended below:

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS/ KMP DURING THE YEAR UNDER REVIEW

The Board of Director in its meeting held on 11^th July, 2022 has decided to appoint Ms. NIDHI BANSAL (ACS NO 66514) as Company Secretary and Compliance Officer of the companywith effect from11th July, 2022.

The Board of Director in its meeting held on 11^th July, 2022 accepted the resignation placed by MR. DHANANJAY HASMUKHLAL TRIVEDIfrom the post of Company Secretary and Compliance Officer of the companywith effect from11th July, 2022.

APPOINTMENT/ RESIGNATION OF DIRECTORS/KMP AFTER THE CLOSURE OF FINANCIAL YEAR 2022-23

The Board of Director in its meeting held on 06^th April, 2023 has decided to appoint Mr. DHARMENDRA NARANBHAI GOHIL (DIN: 10041074) as Additional Non-executive Non Independent Director of the companywith effect from 06^th April, 2023 and in the EGM held on 05^th July, 2023 Mr.DHARMENDRA NARANBHAI GOHIL (DIN: 10041074) was regularized and appointed as Non-Executive Non Independent Directorof the company.

The Board of Director in its meeting held on 06^thApril, 2023 accepted the resignation placed by MR. DHRUMANSINH INDRAJEETSINH RAJfrom the post of Non-Executive Non Independent Directorof the companywith effect from 06^thApril, 2023.

In the Board Meeting held on 05^th July, 2023 Mr. BRIJENDRA MARKANDEY PANDEYwas appointed as Additional Non-Executive Non Independent Directorof the companywith effect from 05^thJuly, 2023 and is to be regularized as a Non-Executive-Non-Independent Director at this ensuing Annual General Meeting Subject to approval of Shareholders.

In accordance with the provisions of Section 152of the Companies Act, 2013 and other rules applicable, To regularize Mr. BrijendraMarkandeyPandey (DIN: 01807957) as a Non-Executive- Non- Independent Director of the Company in this ensuing Annual General Meeting.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. HEMRAJSINH VEGHELA, (DIN: 00287055), Director of the Company retires by rotation at this ensuing Annual General Meeting and has offered himself for reappointment.

The Board of Directors of your Company are fully committed to steering the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.

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

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule VOF THE(10)(i) of SEBI (LODR) Regulation, 2015 ; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under subsection 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

6. MEETINGS:

During the Financial Year under review, the Board of Directors of the Company met for 8 (Eight) times for various agenda items of the Company, the same which were circulated well in advance to the Board. The details of the meetings are duly mentioned in the Corporate Governance Report, which forms part of this Annual Report.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The necessary quorum was present at the meetings.

7. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://transfinancialrltd.com/Uploads/20160226033656932BoardDiversityPolicy.pdf

8. COMMITTEES OF BOARD:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

Audit Committee

Nomination and Remuneration Committee Stakeholder’s Relationship Committee Independent Director Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance’ of the company which forms part of this Annual Report.

9. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Company’s website and can be accessed at (www.lastmileenterprisesltd.com).

10. STATUTORY AUDITORS & AUDIT REPORT:

TheCompany has appointed M/S.PRAKASH TEKWANI & ASSOCIATES., Chartered Accountants, (F.R.NO.120253W)as Statutory Auditors of the company for the term of five consecutive financial year i.e. to hold the office till the conclusion of Annual General Meeting for the Financial year 2024-25 at such remuneration as may be mutually agreed between both the parties.

The Auditors comments on your company’s accounts for year ended March 31, 2023 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.

There were following qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report:

1. There is an outstanding Income tax dues of Rs. 313000/- which is under dispute.

2. There is an outstanding amount in regard to statutory dues of ESI, PF and TDS for an amount of Rs. 2.82 Lakhs.

The Board of Directors has undertaken to take the corrective steps for the above mentioned qualifications in current financial year.

11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2022-23, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board’s Report.

13.INTERNAL AUDIT AND FINANCIAL CONTROL:

The Company has appointed CA MITALI TILWANI & CO. (FRN: 139261W), CHARTERED ACCOUNTANTS, as an Internal Auditor of the Company. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The reports of Internal Audit are reviewed by the Audit Committee of the Board.

14. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2022-23.

15. SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure I to the Board’s Report. The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at arm’s length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors on the same are as follows:

The Board has also undertaken to take care of such qualification and to comply with the same in future.

16. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors’ appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as “Annexure II”.

17. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

18. DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. The company has not accepted inter corporate borrowings during the financial year 2022-23which is exempted from the deposits. However the outstanding unsecured loan as on 31^st March 2023 is Rs. 11,17,43,671

Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

19. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A certificate from M/S. A. SHAH & ASSOCIATES., Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

20. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour via Vigil Mechanism/Whistle Blower Policy. Through this Policy, the Company seeks to provide a procedure for all the employees, Directors and other stakeholders of the Company to report concerns about unethical behaviour, misconduct, violation of Company’s Code of Conduct and implementation of improper practices taking place in the Company and provide for adequate safeguards in that regard and also provide for direct access to the Chairman of the Audit Committee, in exceptional cases

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lastmileenterprisesltd.com under investors/others/Whistle blower Policy link.

21. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY

Pursuant to Sub-section 3(m) of the Section 134 of Companies Act, 2013, read with Rule 8(3) of the companies (Accounts) Rules, 2014. Every company is required to disclose about the steps taken for conservation of energy & Technology Absorption during the year in the board report of the company.

(a) Conservation of energy

(b) Technology absorption

22. FOREIGN EXCHANGE EARNINGS / OUTGO:-

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no Related Party Transactions entered during the financial year in ordinary course of the business of the company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.lastmileenterprisesltd.com under investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ‘Annexure: III’ the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review there were loans, guarantees or investments under section 186 made by the company. Hence , in terms of provisions of Section 134(3)(g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ‘Annexure: IV’ and forms part of this Report.

25. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as “Annexure V” to the Directors’ Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 Cr. Per Annum if employed for the whole year.

26. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number 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. The Company’s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not fall under the purview of the section 135 of the Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee and adopting any activities as specified in Schedule VII.

AND REDRESSAL) ACT, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every Company having ten or more Employees engaged in the Company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place received from any women employee.

The motive of the company is to provide the protection against the Sexual Harassment of woman employee at the work place. However, the number of Employees in the Company is less than ten hence the company is not required to setup the internal complaints committee in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

30. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

BALANCESHEETDATE:

The company has issued 13,10,000 shares and 1,60,00,000 warrants on Preferential basis as the company requires additional funds to carry out its business activity for long term working capital requirements and general corporate purpose to augment the growth and improve the financial performance of the company. The Listing approval was granted on 26th April, 2023and trading approval for the same was granted on 10th May, 2023.

32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

During the year two Material Events took place which is as follows:

1. The company has entered into a Memorandum of Understanding with the Miyakawa Industry Co. Ltd, Japan, Arhan Technologies Pvt Ltd, Pune, AD Group, Mumbai for the purpose of Distribution, sales and promotion of Multi-Functional Coating “SunBless”.

2. The company has entered into a Memorandum of Understanding with the Agribid Private Limited, Mumbai for the purpose to use the technology platform developed by APL to facilitate transaction between Govt/Govt Agencies having huge stocks that need to be disposed.

3. The company has changed its name from TRANS FINANCIAL RESOURCES LIMITED TO LAST MILE ENTERPRISES LIMITED for which Board Approval was received on 8^th June, 2022 and shareholders’ approval on 14^th July, 2022. The Ministry of corporate affairs issued Certificate of Incorporation pursuant to name change on

29^th July, 2022 and for the same BSE has changed the name of the company in its records on 29^th August, 2023.

4. The company has increased the authorised capital of the company for the purpose of Preferential issue from Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty Five Lakh) Equity Shares of Rs. 10 each to Rs. 32,50,00,000/- (Rupees Thirty Two Crore and Fifty Lakhs Only) divided into 3,25,00,000 (Three Crore Twenty Five Lakhs) Equity Shares of Rs. 10 each.

5. The company has made addition of two clauses in regard to the object clause, the additions are as follows: The Company to deploy an innovative digital platform to facilitate transparent agricultural transactions between buyers and suppliers, and to operate as a go between for vendors (mainly farmers) and buyers (mostly corporates) and will enable transactions between the government and the government agencies with large stocks to be disposed of in a mutually beneficial and transparent way and to capitalize on the enormous market potential, and to collaborate with an Agritech company that will operate the technology channels and to deal in agricultural commodities by deploying innovative measures and other related activities in the field of agriculture. To carry on the business, in India and abroad, of dealer, trader, import and export agents, representatives, contractors, buying and selling agents, brokers, importers, buyers, sellers, exporters and to buy, sell, or otherwise trade and deal in goods, produce, articles and merchandise of all types, on a wholesale cash and carry basis, in minerals and metals, ferrous, non-ferrous metals whether for human consumption or for industrial use or otherwise

33. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operation in future.

34. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are being continuously identified in relation to business strategy, business continuity/contingency plans, operations and transactions, statutory / legal compliance, financial reporting, information technology system, cyber security and overall internal control framework.

35. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY

The company does have any subsidiaries and associate companies.

The shareholding pattern as on 31^STMarch, 2023:

37. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2023, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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;

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

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

38. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.