Your Directors have pleasure in presenting 31^st Annual Report of the Company along with the Audited
Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

2. REVIEW OF BUSINESS OPERATIONS

The Company is a Non-Banking Financial Company and is engaged in NBFC activities. The profit before
tax for the year is Rs. 2.19 lakhs as compared with the last year figure of profit before tax of Rs. 5.45
lakhs.

3. DIVIDEND

With view of brought forward losses, your Directors have not recommended any Dividend.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a. Industrial Structure and developments

The Company operates in the Non-Banking Financial Company (NBFC) segment of Industry and is
registered with the Reserve Bank of India. Its activities are limited within India and are mainly
engaged in the business of providing Loans and making Investment in Shares and Securities. The
performance and business strategy are dependent on the Economic environment and policies of
the Government of India and Reserve Bank of India (RBI).

b. Opportunities

One of the significant opportunities for NBFCs is the increasing demand for credit in the Indian
market. NBFCs can leverage this opportunity by expanding their offerings and catering to the
diverse needs of their customers.

c. Threats

While NBFCs are relatively well placed today as compared with the past few years, competition
from banks and the rising interest rate scenario pose challenges. Competition from banks has
intensified, especially in the traditional segments.

d. Segment-wise performance

Based on the synergies, risks and return associated with the business operations and in terms of
IND AS-108, the Company is engaged in a single reportable segment of Non-Banking Financial
Company during the year and hence treated as single reportable segment as per IND AS-108.

e. Outlook

The Company continues to concentrate on finance and investment activities. Each financial

intermediary will have to find its niche in order to add value to consumers. The Company is
cautiously optimistic in its outlook for the year 2024-2025.

f. Risks and concerns

The performance of the Company is closely linked with the overall performance of the Indian
Economy, Financial and Capital Markets. The future success of the Company depends on its ability
to anticipate volatility in Capital and Financial Markets and minimise related risks through prudent
investing decisions. Hence, the Management regularly monitors the changing Economic and Market
conditions in order to take timely and prudent business decisions. Any slowdown in the Indian
economy or volatility in the Financial and/or Capital markets could adversely affect the
performance of the Company.

g. Internal control system and their adequacy

The Company has a proper and adequate system of internal controls to ensure that all activities are
monitored and controlled against any unauthorized use or disposition of assets and that the
transactions are authorized, recorded and reported correctly. The Company ensures adherence to
all internal control policies and procedures as well as compliance with all regulatory guidelines. The
Audit Committee periodically reviews Policies and adequacy of internal controls.

h. Human Resource Development/Industrial Relation

The Company considers its human resource as the most valuable ingredient of the functioning of
the Company and utmost endeavour is made to maintain good relation with the employees at all
levels.

5. SHARES

a. Buyback of Securities: The Company has not bought back any of its securities during the year under
review.

b. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares: No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the
employees.

e. Shares with Differential Rights: No Equity Shares with differential rights were issued during the year
under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount to Investor
Education and Protection Fund under Section 125(2) of the Companies Act, 2013.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
said provisions are not applicable to the Company.

8. CORPORATE GOVERNANCE

As the paid-up Equity Share Capital of the Company is less than Rs. 10 Crores and its Networth is less
than Rs. 25 crores, provisions relating to Corporate Governance are not applicable to your Company.
However, adequate steps have been taken for better Corporate Governance.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contract or arrangement with related parties referred in the
section 188(1) of the Companies Act, 2013 during the year under review.

₁₀ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company, being a Non-Banking Financial Company, is not required to give these particulars.

11. EXTRACT OF THE ANNUAL RETURN

The Annual Return shall be uploaded by the Company on Company's website at
www.lyonscorporate.com after filing the same with the Registrar of Companies and thereafter the same
can be viewed by the members and stakeholders on the Company's website.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Suvabrata De (DIN: 07911004) retires by rotation at the forthcoming Annual General Meeting and
being eligible offers himself for re-appointment.

There has been no other change in the composition of the Board of Directors during the year under
review.

The information about the directors seeking appointment/re-appointment as required by Regulation
36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard - 2 on General Meetings shall be given in the Notice convening the ensuing Annual General
Meeting.

The Company has received requisite declaration from all the Independent Directors under section 149
(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in
sub-section (6). As stipulated in para VII of Schedule IV regarding Code of Independent Directors under
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, one separate meeting of independent
directors was held during the year.

13. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit Committee and Nomination
and Remuneration Committee.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and
framework adopted by the Board. The exercise was carried out through a structured evaluation process
covering various aspects of the board functioning such as composition of the board & committees,
experience & competencies, performance of specific duties & obligations, attendance of the meetings,
governance issues etc. Separate exercise was carried out to evaluate the performance of individual
directors who were evaluated on parameters such as attendance, contribution at the meetings and
otherwise, independent judgment, safeguarding of minority shareholders' interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Non¬
Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

14. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

The required details are provided in Annexure 'A' annexed to this Report

15. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014

The required details are provided in Annexure 'B' annexed to this Report.

16. NOMINATION AND REMUNERATION POLICY

i. To identify persons who are qualified to become directors and who may be appointed in the senior
management and to lay down the criteria thereof;

ii. To recommend to the Board appointment of directors and senior management personnel and their
removal;

iii. To evaluate the individual directors performance;

iv. For mulate the criteria for determining the qualification, positive attribute and independence of the
directors;

v. Rec ommend to the board policy relating to remuneration for directors, key managerial personnel
and other employees;

The Nomination and Remuneration Committee presently comprises of three (3) non-executive directors.

Mr. Raj Kumar Jaluka, Independent Director is the Chairman of the Committee.

During the year under review, 1(One) meeting of the Nomination and Remuneration Committee was

held on 30^th May 2023. The composition and attendance detail of the committee meeting are as follows:

17. AUDIT COMMITTEE

The role / terms of reference of the Audit Committee are in conformity with the SEBI Regulations, 2015
read in conjunction with Section 177 of the Companies Act, 2013.

The Audit Committee presently comprises of three members. Mr. Raj Kumar Jaluka, Independent
Director is the Chairman of the Committee.

During the year under review, 5 (Eight) meetings of the Audit Committee were held on 30^th May 2023 ,
12^th August 2023, 9^th November 2023, 12^th February 2024 and 30^th March 2024. The composition and
attendance details of the committee meetings are as follows:

18. MEETINGS

A. BOARD MEETINGS

During the year under review, 10 (Ten) Board Meetings were held on 18^th April 2023, 30^th May 2023,
17^th July 2023,12^th August 2023, 14^th September 2023, 9^th November 2023, 9^th January 2024, 19^th
January 2024,12^th February 2024 and 30^th March 2024.The attendance of each Director is as under:

B. GENERAL MEETINGS

During the year, the Annual General Meeting was held on 26^th September 2023. No Extra-Ordinary
General Meeting was held during the year.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility
Statement, it is hereby confirmed that:

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

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;

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; and

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.

20. CODE OF CONDUCT

The Company has a Code of Conduct which is applicable to directors and management personnel of the
Company. The Company believes in conducting business in accordance with the highest standards of
business ethics and complying with applicable laws, rules and regulations. The Code lays down the.
standard procedure of business conduct which is expected to be followed by the directors and
management personnel in their business dealings and in particular on matters relating integrity in the
work place, in business practices and complying with applicable laws etc. All the directors and
management personnel have submitted declaration confirming compliance with the code.

21. RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has
adopted a Risk Management Policy of the Company. The Company manages, monitors and reports on
the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The
Company has introduced several improvements to Integrated Enterprise Risk Management, Internal
Controls Management and Assurance Frameworks and processes to drive a common integrated view of
risks, optimal risk mitigation responses and efficient management of internal control and assurance
activities. This integration is enabled by all three being fully aligned across group wide Risk
Management, Internal Control and Internal Audit methodologies and processes.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism
for reporting illegal or unethical behaviour.

The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to
report violations of applicable laws and regulations and the Code of Conduct. The reportable matters
may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the
Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year
under review, no employee was denied access to the Audit Committee.

23. 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.

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

24. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements.

25. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

There 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.

26. MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY

There are no material changes and commitments affecting the financial position of the Company, which
have occurred after March 31, 2024 till the date of this report. There has been no change in the nature
of business of your Company.

27. STATUTORY AUDITORS

At the 29^th Annual General Meeting (AGM) held on 22^nd August 2022 the members had appointed M/s
SRB & Associates, Chartered Accountants, (FRN- 310009E), as the Statutory Auditors of the Company for
a period of 3 consecutive years from the conclusion of that Annual General Meeting until the conclusion
of Annual General meeting to be held in the year 2025.

M/s SRB & Associates, Chartered Accountants, (FRN- 310009E) continue to hold office as Statutory
Auditors of the Company.

The Auditors' Report for the FY 2023-24 does not contain any qualification, reservation or adverse
remark.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS

The Company being in the financial sector, requirements regarding the disclosure of particulars of
conservation of energy and technology absorption prescribed by the rules are not applicable. The
Company has no foreign exchange earnings or outgo during the year under review.

29. SECRETARIAL AUDIT

The Company has appointed Ms. Dipika Jain, (ACS 50343, CP No 18466), a Practicing Company Secretary
to conduct secretarial audit pursuant to section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Her report in form
MR-3 is attached to this report as Annexure 'C'.

As regards her observation made in the Secretarial Audit, we are to state that the necessary steps are
being taken to comply with the requirements.

30. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of section
73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

31. SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for
uplifting standards of living of the people in and around its estate where it operates.

32. LISTING ARRANGEMENTS

The shares of the Company continue to be listed on Bombay Stock Exchange and Calcutta Stock
Exchange. The Annual Listing Fees has been paid upto the date. The Company is under the process of
revocation of suspension at Bombay Stock Exchange.

33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaint
Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (the "SHWW Act") and Rules made thereunder. The
Company has adopted a policy in line with the provisions of the SHWW Act and the Rules made
thereunder.

Your Director further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

34. RBI REGULATIONS-COMPLIANCE

Your Company continues to carry on its business of Non-Banking Financial Company and follows prudent
financial management norms as applicable. Your Company appends a Statement containing particulars
as required in terms of Paragraph 18 of the Master Direction- Non-Banking Financial Company -Non-
Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 in schedule
annexed to the Balance Sheet.

35. ACKNOWLEDGEMENTS

Your Directors would like to record their appreciation of the hard work and commitment of the
Company's employees and are grateful for the co-operation and support extended to the Company by
the Bankers, Statutory Authorities, Financial Institutions(s) and all other establishments connected with
the business of the Company.

Registered Office F o r and on behalf of the Board

Chatterjee International Centre Suvabrata De Madhumita Tapader

33A, Jawaharlal Nehru Road Managing Director Director

6^th Floor, Flat No.5 (DIN: 07911004) (DIN: 07126692)

Kolkata 700071
Dated: 29/05/2024