Your Directors are pleased to present the Sixty-third Annual Report and the Company’s Audited
Accounts for the Financial Year Ended March 31, 2024.

> Financial Results

> Dividend

The Company has incurred a loss during the year and therefore, your Directors do not recommend
any dividend on Equity shares for the year under review.

> Transfer to Reserve

The Company has not transferred any amount to the General Reserve during the year.

> Management Discussion & Analysis Reports

The Management Discussion and Analysis Report has been separately furnished as an annexure to
this Report as “Annexure A.”

> Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

> Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statement.
The details of the investments made by company are given in the notes to the financial statements.

> Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and nature of its
operations. The scope and authority of the Internal Audit function is defined by the Audit
Committee. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
of the Company. Based on the suggestions of internal audit function, Management undertakes
corrective action in their respective areas and thereby strengthens the controls.

> Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the
SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. However, the same is
applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable
provisions and the company is committed to ensure compliance with all modifications within
prescribed norms under Companies Act, 2013. Company is committed to maintain the highest
standards of corporate practices as set out by SEBI as good Corporate Governance, which forms
part of the Directors Report as an “Annexure B”.

> Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Since your Company does not own manufacturing facility, the particulars relating to conservation
of energy and technology absorption stipulated as per Section 134(3)(m) of the Companies Act,
2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable.

There were no foreign exchange earnings / outgo during the year.

> Industrial Relations

During the year under review, your Company enjoyed cordial relationship with employees at all
levels.

> Directors and Key Managerial Personnel

• Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company Shri Padmanabh Jajodia (DIN: 00086099), retires by rotation at the
ensuing Annual General Meeting and offers himself for reappointment.

Ms. Krishna Jain had been appointed as an Independent Director for second consecutive term of 5
years at 58^th Annual General Meeting held on 21^st September 2019 which will expires at the
ensuing Annual General Meeting and in terms of the provisions of Section 149 (10) of the
Companies Act, 2013 as the two consecutive term of 5 years is getting over at the ensuing Annual
General Meeting, Ms. Krishna Jain will discontinue to act as Independent Director with effect from
date of the Annual General Meeting.

• Key Managerial Personnel

There is no change in the Key Managerial personnel of the Company during the Financial year
2023-24.

> Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013.

> Board Evaluation

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013, the Board
has carried out an evaluation of its own performance as well as performance of Independent
Directors.

> Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on the website of
the Company.

> Meetings of the Board

Six (6) meetings of the Board of Directors were held during the year on 19^th May 2023, 30^th May
2023, 4^th August, 2023, 2^nd November 2023, 18^th January 2024 and 15 ^th March 2024. The intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of
the Companies Act, 2013 has been held on 18^th January 2024 as per the requirements of the
Companies Act, 2013.

> Disclosure of Annual Return

A copy of the annual return for the year ended 31^st March 2024 is uploaded on the website of the
Company at http://www.lynxmachinery.com/index.php in terms of sub-section (3) of section 92 of
the Companies Act, 2013.

> Directors’ Responsibility Statement As Required Under Section 134(3~)(c) of the Companies
Act, 2013

The Directors state that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation by way of notes to accounts relating to material
departures;

b. The selected accounting policies were applied consistently, and the judgments and estimates
made by them are reasonable and prudent so as to give true and fair view of the state of affairs
of the Company as at 31^st March 2024 and of the profit for the year ended on that date;

c. The proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and
that such internal 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.

> Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report;

The Board of Directors of the Company has passed a resolution vide Board meeting dated 25^th
April 2024 to issue of 4,25,532 Equity Shares of face value of Rs. 10 each at a issue price of Rs. 47
per Share to Pradyumna Jajodia, Padmanabh Jajodia and Devang Jajodia promoter/promoter group
of the Company on preferential allotment basis.

The above Preferential issue has triggered an Open offer under Regulation 3(1) of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(“Takeover Regulations”), The Acquirers issued the public announcement dated Thursday, April
25, 2024 and detailed public statement dated Thursday, May 02, 2024 that was published on
Friday, May 03, 2024 and draft Letter of Offer dated May 10, 2024 which was submitted to BSE
Limited, SEBI and Company. The final observations and approval from SEBI on the draft letter of
offer is currently awaited.

> Subsidiary Companies

The Company does not have any subsidiary Company.

> Code of Conduct

The Code has been prepared and is posted on the website of the Company. The Company believes
in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and
the Board has laid down the directives to counter such acts.

> Vigil Mechanism / Whistle Blower Policy

The WBP is in place and is posted on the website of the Company and deal with instance of fraud
and mismanagement, if any.

> Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Compliance Officer is responsible for implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the website of the
Company.

All members of Board of Directors and the designated employees have confirmed compliance with
the Code.

> Auditors and Auditors Report

a) Statutory Auditor

Pursuant to Section 139(1) M/s A. Patwari & Co., Chartered Accountants, Kolkata (ICAI Firm
Registration no. 326300E), were appointed as the Auditors of the Company at 61^st Annual

General Meeting and to hold office upto the conclusion of this 66^th Annual General Meeting for a
term of consecutive five years till the conclusion of the 66^th Annual General Meeting.

The Qualification made by the Auditors in their Report dated 30^th May 2024, in the “Qualified
opinion” are explained as under:

> The Company’s trade receivables aggregating to Rs. 24,45,169/-are old and under litigation
and is subjudice. Though the Company has lost the suit in case of one of the debtors of Rs.
21,34,761/- before the Honorable City Civil Sessions Court Mumbai, against which the
Company has filed as Appeal in the Honorable High Court of Mumbai, the Company is also
attempting to hold without prejudice discussions with the concerned debtor to settle the issue
and the Company is reasonably hopeful of recovering the debt and accordingly the Company
has still not made provision for bad debts in the books of Accounts. The Company is also
hopeful of recovery of balance debts of Rs. 3,10,408/- and accordingly no provisions has
been made for the same.

b) Secretarial Audit and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Mehul Pitroda of M/s. M S Pitroda & Co., Practising Company Secretaries, The
Report of the Secretarial Audit Report is annexed herewith as “Annexure C” to this Report.

There is no Qualification or adverse remark made by the Auditor in their Report dated 30^th May,
2024.

c) Cost Auditor and Cost Audit Report

Cost Audit is not applicable to your Company.

> Related Party Transactions

All related party transactions that were entered into during the financial year were on arm’s length
basis and were in the ordinary course of business. There are no materially significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the Company at large. A detail of contract
or arrangements or transactions at Arm’s length basis has been separately furnished to this Report as
Annexure D.

> Statement Pursuant to Listing Agreement

The Company’s Equity shares are listed at BSE Limited. The Annual listing fee for the year 2023-24
has been paid.

> Corporate Social Responsibility

Social Welfare Activities has been an integral part of the Company since inception. The Company is
committed to fulfill its social responsibility as a good corporate citizen. However, the Company is
not covered by the provisions of Section 135(1) of the Companies Act, 2013, as it does not satisfy
the conditions laid therein.

> Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (appointment and Remuneration of Managerial Personnel) rules, 2014, in respect of
employees of the Company are not applicable as no employee was in receipt of remuneration
exceeding the limits specified in the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, weather employed for the full year or part of the year.

> Cash flow statement

The Cash flow statement for the year 2023-24 is part of Balance sheet.

> Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Complaints Committee has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. During the year 2023-2024, no complaints were received by the Company related to
sexual harassment.

> Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the
bankers, business associates, clients, consultants, auditors, shareholders of the Company for their
continued co-operation and support.

The Board of Directors would also like to place on record their sincere appreciation for the co¬
operation received from the Local Authorities, BSE and all other statutory and/or regulatory bodies.

By Order of the Board of Directors
For Lynx Machinery and Commercials Limited

Padmanabh Jajodia Pradyumna Jajodia

Place: Mumbai, Director Director & Manager

Dated: 30^th May,2024 (DIN: 00086099) (DIN: 00138175)