Your Directors are pleased to present 32nd Annual Report together with the Audited
Standalone Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS: (Rs in Lacs)

OPERATIONS:

Your Directors report that for the year under review, your Company has not done any
business activity. Your company had made Net Loss of Rs. 0.74 Crores as against a Loss
of Rs. 0.86 Crores for the preceding year.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, the Company has not changed its nature of business.
The Company is engaged in the Business of Manufacturing of Roto Gravures.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

Your Company doesn't have any Subsidiaries, Joint Ventures and Associates.
SEGMENT WISE PERFORMANCE:

The Company is into Manufacturing of Roto Gravure Printing Cylinder and generating
power from wind turbine generator in accordance with the definition of “Segment” as
per the IND AS. The performance of the Company is discussed separately in this Report.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company as on March 31, 2025 was Rs
10,00,00,000 (Rupees Ten crores) divided into 1,00,00,000 (One crores) equity shares
of Rs 10 each.

The paid up share capital of the Company as on March 31, 2025, was Rs 7,00,00,000
(Rupees Seven crores only) divided into 70,00,000 (Seventy lakhs ) equity shares of Rs
10 each.

During the year under review, the Company has not issued any Shares with or without
differential rights or Debentures or any other securities by way of Public offer, Private
Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and
Employee Stock Option Scheme or in any such other manners.

DIVIDEND:

In view of the marginal profits for the year under review, your directors have not
recommended any dividend for the year under report.

DEPOSITS:

During the year under review your company has not accepted any fixed deposits from
the public under section 73 of companies act, 2013, and therefore no information is
required to be furnished in respect of outstanding deposits.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and as per SEBI (Listing
Obligation and Discourse Requirements) Regulations, 2015, the Company has
formulated a Whistle Blower Policy to establish a vigil mechanism for directors and
employees of the Company. The purpose and objective of this Policy is to provide a
framework to promote responsible and secure whistle blowing. It protects the
employees wishing to raise a concern about serious irregularities within the Company.
The details of the Whistle Blower Policy are posted on the website
(www.lippisystems.com) of the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The
Insider Trading policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company as well
as consequences of violation. The Policy has been formulated to regulate, monitor and
ensure reporting of deals by the employees and to maintain the highest ethical standards
of dealing in the Company's Shares. The Code is also available on the website of the
Company.

The Company has adopted the amended Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information in terms of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been

filed with the BSE Limited and also uploaded on the website of the Company.
SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial
Standard 2 (relating to General Meetings) issued by the Institute of the Company
Secretaries of India.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS:

The Company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. Necessary internal control systems are also
put in place by the Company on various activities across the board to ensure that
business operations are directed towards attaining the stated organizational objectives
with optimum utilization of the resources. Apart from these internal control procedures,
a well-defined and established system of internal audit is in operation to independently
review and strengthen these control measures, which is carried out by a reputed firm of
Chartered Accountants. The Audit Committee of the Company regularly reviews the
reports of the internal auditors and recommends actions for further improvement of the
internal controls. The Risk Management policy is posted on the website of the Company.

RELATED PARTY TRANSACTIONS:

The Company has entered into related party transaction during the financial year 2024¬
25, the details of which are given in the notes forming parts of Financial Statements. All
Related Party Transactions entered into are on an arm's length basis. There are no
materially significant Related Party Transactions made by the Company with
promoters, directors, Key Managerial Personnel or other designated persons which may
have potential conflict with the interests of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a
policy on Related Party Transactions, which is also uploaded on the website of the
Company (www.lippisystems.com) under the head of 'Investor'. The Policy envisages
the procedure governing related party transactions required to be followed to ensure
compliance with the applicable laws and regulations as well as to ensure that the Related
Party Transactions are managed and disclosed in accordance with the strict legal and
accounting requirements.

A statement of all related party transactions is presented before the Audit Committee on
a quarterly basis, specifying the nature, value and terms &conditions of the transactions.

The statement is supported by a certificate from the CEO/ CFO.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company.

EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies
Act, 2013 ('the Act') in form MGT-7 is made available on the website of the Company
and can be accessed at www.lippisystems.com.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating to Corporate Social
Responsibility as the Company does not fall under the applicable threshold limit
mentioned under section 135 of the Companies Act, 2013.

The Company is striving to make good profit in the coming years and the Board of
Directors of the Company assures to contribute funds in future.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligation and Discourse Requirements) Regulations, 2015, is
presented in a separate section forming part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere
in this Report, no material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of the Company
and date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or
guarantees given or security provided as required under section 186 of the Companies
Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations &

Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial
statements.

TRANSFER TO RESERVES:

The Company has transferred current year's Loss of Rs. 74.23 Lakhs to the Reserve &
Surplus and the same is in compliance with the applicable provisions prescribed under
the Companies Act, 2013.

DIRECTORS:

As on March 31, 2025, the Board comprised of Five (5) Directors out of which Two (2)
are Executive Promoter Directors, Two (2) are Independent Directors including Woman
Director and One is Non-Executive non-Independent Director. The composition of the
Board is in conformity with the Companies Act, 2013 and the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(i) Appointment

Following Directors were appointed during the F.Y 2024-25:

1. Tirthraj Pandya (Non- Executive Non- Independent Director) from
01/04/2024 as an additional Director and regularized in the 31st AGM of the
Company.

2. Apexa Panchal (Woman - Independent Director) from 30.05.2024 as an
additional Director and regularized in the 31st AGM of the company.

Reappointment of Directors:

Re-appointment of Mr. Nandlal J. Agrawal (DIN - 00336556) as the Managing
Director (Promoter and Executive) of the Company for a term of 3 (Three)
consecutive years commencing from 1st October 2024 till 30th September 2027
(both days inclusive), liable to retire by rotation.

Re-appointment of Mr. Kunal Nandlal Agrawal (DIN - 00169324) as a Whole
Time Director (Promoter and Executive) of the Company for a term of 3 (Three)
consecutive years commencing from 1st October 2024 till 30th September 2027
(both days inclusive), liable to retire by rotation

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Tirthraj Pandya (DIN: 02972285) retires by
rotation and is eligible for reappointment. Appropriate resolution for his re¬
appointment is being placed for your approval at the ensuing AGM.

A brief resume and other relevant details of the Directors proposed to be
appointed / re-appointed are given in the Annexure to the Notice convening the
AGM.

(iii) Retirements and Resignations along with facts of resignation:

During the Financial Year 2024-25, Resignation of Mr. Swetal Sapra (DIN -
08536677), Independent Director has tendered her Resignation from the office
of Director with effect from the closing of the business hours on Thursday, 30th
May, 2024 due to her preoccupancy, engagements and other commitments.

The Board placed on record its appreciation for his valuable contribution
during her tenure as Woman Independent Director of the Company.

(iv) Declarations by Independent Directors

Your Company has received declarations from all the Independent Directors
under Section 149(7) of the Companies Act, 2013 confirming that they fulfill
the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 read with the Schedules and Rules issued thereunder as
well as under Regulation 16(b) of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have registered themselves with
the Indian Institute of Corporate Affairs (“IICA”).

(v) Key Managerial Personnel:

As on 31st March, 2025, Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr., Nandlal Jaigopal Agrawal (Managing Director),
Mr. Kunal Nandlal Agrawal (Whole-Time Director), Mr. Gopalkrishna D
Sharma (CFO) and Mr. Darshan B. Shah (CS) are the Key Managerial
Personnel's of your Company.

(vi) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 ('the Act') and
LODR, the Board during the year adopted a formal mechanism for evaluation
of its performances as well as that of its committees and individual Directors,
including the Chairman of the Board. A structured mechanism was prepared
after taking into consideration inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual

Directors including the Chairman of the Board, who were evaluated on
parameters such as level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company and its minority
shareholders, etc. The performance evaluation of the Independent Directors
was carried out by the entire Board. The performance evaluation of the
Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Directors expressed their satisfaction with the
evaluation process.

(vii) Familiarization Program for Independent Directors

On appointment, the concerned Director is issued a letter of Appointment
setting out in detail, the terms of appointment, duties and responsibilities. Each
newly appointed Independent Director is taken through a familiarization
program. The program aims to familiarize the Directors with the Company,
their role and responsibilities, business model of the Company etc.

(viii) Code of Conduct

The Board of Directors of the Company have adopted Code of Business
Conduct & Ethics. This Code is applicable to all the Directors and senior
management personnel.

In terms of the requirements of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Code of Business Conduct & Ethics, as
approved by the Board of Directors, has been displayed at the website of the
company, www.lippisystems.com, under the heading 'Investors'. All the
members of the Board and senior management personnel have affirmed
compliance with the Code for the year ended 31st March, 2023 and a
declaration to that effect signed by the Chairman & Managing Director is
attached and forms part of this report.

(vii) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed a Policy for selection, appointment and remuneration of
Directors and Key Managerial Personnel, including criteria for determining
qualifications, positive attributes, Independence of Directors.

(vi) Board MeetingsDuring the year 4 Meetings of the Board were held. The Board
of directors was met on 30/05/2024, 14/08/2024, 14/11/2024 and 14/02/2025.

As on 31st March, 2025, the composition and attendance of Board of Directors are as:

The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013. Every Director currently on the Board of the Company has
personally attended at least one Board / Committee of Directors' Meeting in the financial
year 2024-25. All the information required to be furnished to the Board was made
available along with detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent
Directors without the attendance of Non-Independent Directors was held on 08th
February 2024 to discuss the agenda items as required under the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Independent Directors reviewed the
performance of non-independent directors and the Board as whole, reviewed the
performance of the Chairman of the Company taking into account the views of
executive and non-executive directors and assessed the quality, quantity and timeliness
flow of information between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their duties. The Independent
Directors expressed their satisfaction with overall functioning and implementations of
their suggestions.

The information as specified in Schedule II of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly
made available to the Board. The minutes of the meeting of Board and its Committees
are captured in accordance with the provisions of the Companies Act, 2013 and the
Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards
in respect of Board Meeting and also circulated in advance to all Directors and Members
of the Committee and confirmed at subsequent meeting.

COMMITTEES OF THE BOARD

The Board of directors of the company has constituted various committees of the
members of the board. The terms of reference of these committees have determined by
the board from time to time.

AUDIT COMMITTEE:

Audit Committee comprises of Mr. Govind C Thakkar (Chairman) (DIN: 07531165),
Ms. Apexa A. Panchal (DIN: 10239502)) and Mr. Tirthraj Pandya (DIN: 02972285).

The terms of reference of the Committee are as is specified in Companies Act, 2013 and
Regulations 27 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. During the financial year the Committee met on 30/05/2024,
14/08/2024, 14/11/2024 and 14/02/2025. Presently, the following functions are
performed by the Audit Committee:

• Overseeing the company's financial reporting process and the disclosure of
financial information to ensure that the financial statements are correct, sufficient
and credible;

• Recommending to the Board, the appointment, re-appointment and, if required,
the replacement or removal of the statutory & internal auditors, fixing audit fees
and approving payments for any other service;

• Reviewing with management the annual financial statements before submission
to the Board;

• Reviewing with the management Quarterly/Annual and other financial statements
before submission to the Board for approval;

• Reviewing with the management the performance of statutory and internal
auditors, the adequacy of internal control systems and recommending
improvements to the management;

• Reviewing the adequacy of internal audit function;

• Discussing with internal auditors of any significant findings and follow-up
thereon;

• Reviewing the findings of any internal investigation by the internal auditors into

matters where there is a suspected fraud or irregularity or a failure of the internal
control systems of a material nature and reporting the matter to the Board;

• Discussing with the statutory auditors before the audit commences on the nature
and scope of audit as well as have post-audit discussions to ascertain any area of
concern;

• Reviewing reports furnished by statutory & internal auditors and ensuring follow¬
up thereon;

• The Committee also reviews the Management Discussion and Analysis of the
financial condition and results of operations, statements of significant related
party transactions and any other matter which may be a part of its terms of
reference or referred to by the Board of Directors.

The Company Secretary acts as the Secretary of the Committee.

All the recommendations of the Audit Committee during the year were accepted by the
Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of Mr. Govind Thakkar
(Chairman) (DIN: 07531165), Ms. Apexa A. Panchal (DIN: 10239502)), and Mr.
Tirthraj Pandya (DIN: 02972285).

The Nomination and Remuneration Committee shall identify persons who are qualified
to become directors and who may be appointed in senior management in accordance
with the criteria laid down, recommend to the Board their appointment and removal and
shall carry out evaluation of every director's performance. The committee has been
constituted to recommend/ review the remuneration package of Managing/ whole time
Directors.

During the financial year the Committee met on 30/05/2024, 14/08/2024, 14/11/2024
and 14/02/2025.

Nomination and Remuneration Policy

This Nomination and Remuneration Policy is being formulated in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and
as per (LODR) Regulations, 2015 as amended from time to time. This policy on
nomination and remuneration of Directors, Key Managerial Personnel and Senior
Management has been formulated by the Nomination and Remuneration Committee
(NRC or the Committee) and has been approved by the Board of Directors.

Definitions:

“Remuneration” means any money or its equivalent given or passed to any person for
services rendered by him and includes perquisites as defined under the Income-tax Act,
1961;

“Key Managerial Personnel” means:

i) Managing Director, or Chief Executive Officer or Manager and in their
absence, a Whole-time Director;

ii) Chief Financial Officer;

iii) Company Secretary; and

iv) Such other officer as may be prescribed.

“Senior Managerial Personnel” mean the personnel of the company who are members of
its core management team excluding Board of Directors. Normally, this would comprise
all members of management, of rank equivalent to General Manager and above,
including all functional heads.

Objective:

The objective of the policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the company
successfully;

• Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

• Remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• To formulate criteria for determining qualifications, positive attributes and
independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be
appointed in Senior Management in accordance with the criteria laid down in this

policy.

• To carry out evaluation of Director's performance.

• To recommend to the Board the appointment and removal of Directors and Senior
Management.

• To recommend to the Board policy relating to remuneration for Directors, Key
Managerial Personnel and Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and /
or enforced by any statutory notification, amendment or modification, as may be
applicable.

• To perform such other functions as may be necessary or appropriate for the
performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL

PERSONNELAND SENIOR MANAGEMENT

a) The 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 his / her appointment, as per Company's
Policy.

b) A person should possess adequate qualification, expertise and experience for the
position he /she is considered for appointment. The Committee has authority to
decide whether qualification, expertise and experience possessed by a person is
sufficient / satisfactory for the position.

c) The 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.

TERM / TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman,
Managing Director or Executive Director for a term not exceeding Three years at a
time. No re-appointment shall be made earlier than one year before the expiry of

term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years
on the Board of the Company and will be eligible for re-appointment on passing of
a special resolution by the Company and disclosure of such appointment in the
Board's report.

No Independent Director shall hold office for more than two consecutive terms of
upto maximum of 5 years each, but such Independent Director shall be eligible for
appointment after expiry of three years of ceasing to become an Independent
Director.

Provided that an Independent Director shall not, during the said period of three
years, be appointed in or be associated with the Company in any other capacity,
either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that
number of Boards on which such Independent Director serves is restricted to
seven listed companies as an Independent Director and three listed companies as
an Independent Director in case such person is serving as a Whole-time Director
of a listed company or such other number as may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior
Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a
Director, KMP or Senior Management Personnel subject to the provisions and
compliance of the Companies Act, 2013, rules and regulations and the policy of the
Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable
provisions of the Act and the prevailing policy of the Company. The Board will have the
discretion to retain the Director, KMP, Senior Management Personnel in the same
position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/ KMP/ SENIOR
MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director /
Whole-time Directors, etc. shall be governed as per provisions of the
Companies Act, 2013 and rules made there under or any other enactment for
the time being in force and the approvals obtained from the Members of the
Company.

b) The Nomination and Remuneration Committee shall make such
recommendations to the Board of Directors, as it may consider appropriate
with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such
other remuneration as permissible under the provisions of Companies Act,
2013. The amount of sitting fees shall be such as may be recommended by the
Nomination and Remuneration Committee and approved by the Board of
Directors.

b) All the remuneration of the Non- Executive / Independent Directors
(excluding remuneration for attending meetings as prescribed under Section
197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as
provided under Companies Act, 2013 and rules made there under or any other
enactment for the time being in force. The amount of such remuneration shall
be such as may be recommended by the Nomination and Remuneration
Committee and approved by the Board of Directors or shareholders, as the
case may be.

c) An Independent Director shall not be eligible to get Stock Options and also
shall not be eligible to participate in any share based payment schemes of the
Company.

d) Any remuneration paid to Non- Executive / Independent Directors for
services rendered which are of professional in nature shall not be considered
as part of the remuneration for the purposes of clause (b) above if the
following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the
professional; and

ii) In the opinion of the Committee, the director possesses the requisite
qualification for the practice of that profession.

e) The Compensation Committee of the Company, constituted for the purpose of

administering the Employee Stock Option/ Purchase Schemes, shall
determine the stock options and other share based payments to be made to
Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management
shall consist of fixed pay and incentive pay, in compliance with the provisions
of the Companies Act, 2013 and in accordance with the Company's Policy.

b) The Compensation Committee of the Company, constituted for the purpose of
administering the Employee Stock Option/ Purchase Schemes, shall
determine the stock options and other share based payments to be made to
Key Managerial Personnel and Senior Management.

c) The Fixed pay shall include monthly remuneration, employer's contribution
to Provident Fund, contribution to pension fund, pension schemes, etc. as
decided from to time.

d) The Incentive pay shall be decided based on the balance between performance
of the Company and performance of the Key Managerial Personnel and
Senior Management, to be decided annually or at such intervals as may be
considered appropriate.

IMPLEMENTATION

The Committee may issue guidelines, procedures, formats, reporting mechanism and

manuals in supplement and for better implementation of this policy as considered

appropriate.

The Committee may Delegate any of its powers to one or more of its members.

SHAREHOLDERS' GRIEVANCE AND STAKEHOLDERS RELATIONSHIPS

COMMITTEE:

• The Board has constituted Shareholder's Grievance and Stakeholders
Relationship Committee consisting of Mr. Govindlal C. Thakkar (Chairman)
(DIN: 07531165) Tirthraj Pandya (DIN: 02972285), Ms. Apexa A. Panchal (DIN:
10239502)

• During the financial year the Committee met on 30/05/2024, 14/08/2024,
14/11/2024 and 14/02/2025.

The terms of reference of the Committee are as specified below:

Terms of reference

i. To allot equity shares of the Company,

ii. Efficient transfer of shares; including review of cases for refusal of transfer /
transmission of shares and debentures;

iii. Redressal of shareholder and investor complaints like transfer of shares, non¬
receipt of balance sheet, non-receipt of dividends etc;

iv. Issue of duplicate / split / consolidated share certificates;

v. Allotment and listing of shares;

vi. Review of cases for refusal of transfer / transmission of shares and debentures;

vii. Reference to statutory and regulatory authorities regarding investor
grievances;

viii. And to otherwise ensure proper and timely attendance and Redressal of
investor queries and grievances.

Details of Shareholders Complaints are given below: RTA

DETAILS OF REMUNERATION TO DIRECTORS DURING THE YEAR
ENDING ON 31ST MARCH, 2025:

Remuneration paid during the Financial Year 2024-25 to Executive Directors are:

The company is neither paying any sitting fees nor providing any perquisite to
its Directors.

BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe
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 to provide better directions and supervision to
the affairs of the Company. The Board has adopted the Board diversity policy which sets
out the approach to diversity of the Board of Directors. The Policy is also available on
the website of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO:

The information relating to conservation of energy, technology absorption and foreign
exchange earnings & outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith
as “Annexure - A”.

AUDIT COMMITTEE:

Pursuant to Section 177 of the Companies Act, 2013 the board of directors has
constituted an audit committee. The audit committee comprises of Shri Govindlal C
Thakkar (DIN: 07531165) Chairperson, Shri Tirthraj Pandya (DIN: 02972285) Member
and, Ms. Swetal Sapra (DIN: 08536677) up to 30th May, 2024 and Ms. Apexa Panchal
from 30th May, 2024 Member.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms
of the Section 134(3) (c) of the Companies Act, 2013:

(I) That in the preparation of the annual financial statements for the year ended
March 31, 2025, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as
'Significant Accounting Policies' have been selected and applied
consistently and judgments and estimates have been made 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 31,2025 and of the profit of the Company for the
year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a going concern
basis;

(v) That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.

AUDITORS:

(I) Statutory Auditors

The Board of Directors after considering the recommendations of the Audit
Committee, at its meeting held on 26th August, 2022 has recommended the
appointment of M/s Ashok Dhariwal & Co, Chartered Accountants (FRN-
100648W), as the Statutory Auditors of the Company for a period
commencing from the conclusion of this 29th Annual General Meeting till
the conclusion of the 34th Annual General Meeting to audit the Financial
Statements of the Company.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which
was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and
effective from the date, the Proviso of Section 139(1) relating to ratification
of Appointment of Auditors at every Annual General Meeting of the
Company has been omitted and the requirement of Ratification of Auditors
Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory
Auditors M/s Ashok Dhariwal & Co, Chartered Accountants (FRN-
100648W), Chartered Accountants, has not been provided for the approval
of the Shareholders and not formed as a part of Notice of the 32nd AGM of
the Company.

The Auditors' Report for Financial Year ended 31st March 2025 forms part of
the Integrated Annual Report and does not contain any qualification,
reservation or adverse remarks.

(ii) Secretarial Audit

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 M/s Kunal Sharma & Associates, a
firm of Company Secretaries in Practice, to undertake the Secretarial Audit
of the Company. The Report of the Secretarial Audit is annexed herewith as
“Annexure - B”.

Reply to the Observation:

(iii) Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the
Companies (Accounts) Rules, 2014, M/s Aswani & Associates, Chartered
Accountants (FRN: 126955W) has been appointed as Internal Auditors of
the Company for the Financial Year 2024-25.

(iv) CostAuditor:

The appointment of Cost Auditor for the Company is not applicable to the
Company.

FRAUDS REPORTED BY AUDITORS:

No frauds are reported by the Auditors which fall under the purview of sub section (12)
of Section 143 ofthe Companies Act, 2013.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration more than the limits

specified under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2025.

The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 is given in the Statement annexed herewith as “Annexure - C”.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”),
Corporate Governance provisions as specified is not applicable to the Company, since
the paid up share capital of the Company and the Net Worth is below the threshold limits
prescribed under the SEBI LODR.

SEXUAL HARASSMENT:

The Company has complied with the provisions relating to the Constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014, required disclosure is given below:

The Company has constituted Internal Committee as per provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and also has a policy and framework for employees to report sexual harassment cases at
workplace and its process ensures complete anonymity and confidentiality of
information. Workshops and awareness programmes against sexual harassment are
conducted across the organization.

Details of complaints at the opening of, filed and resolved during, and pending at the end
of, the financial year are as under:

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control with reference to the financial
statements commensurate with its size and nature of business. These controls include
well documented procedures, covering financial and operational functions. The
internal financial controls of the Company are adequate to ensure the accuracy and
completeness of accounting records, timely preparation of reliable financial
information, prevention and detection of frauds and errors and safeguard against any
losses or unauthorized use or disposal of assets. These controls are assessed on a
regular basis by Internal Audit.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been granted the benefits as
prescribed under the Act, including maternity leave and other related entitlements.
The Company remains committed to fostering a supportive and inclusive work
environment, particularly for working mothers, and continues to uphold its
responsibility towards gender equity in the workplace.

OTHER DISCLOSURES:

• The Company does not have any scheme or provision of money for the
purchase of its own shares by employees or by trustees for the benefit of
employees.

• There is no proceeding pending under the Insolvency and Bankruptcy Code,
2016.

• There was no instance of one-time settlement with any Bank or Financial
Institution.

ACKNOWLEDGEMENT:

The Board wishes to place on record their sincere appreciation and acknowledge
with gratitude the effort put in and co-operation extended by bankers, shareholders,
employees at all levels and all other associated persons, bodies or agencies for their
continued support.

Place: - Ahmedabad By order of the Board of Directors

Date: - 12th August, 2025. For Lippi Systems Limited

Nandlal J. Agrawal

Chairman & Managing Director
(DIN: 00336556)