Your directors have pleasure in submitting the Ninth (9th) Annual Report of the Companytogether with Audited Statement of Accounts for the year ended 31st March 2025.
Your Board is happy to inform the members about listing of the Company in SME platform ofBSE on 26th August 2025. We are happy to present the first directors report along withfinancial after listing.
During the year under review, the performance of your company was as under:
Particulars
Financial Year
Ended
31st March 2025
31st March 2024
Revenue from Operations
10042.91
8935.74
Other Income
38.03
17.34
Total Income
10080.94
8953.08
Total Expenditure
9381.75
8460.51
Net Profit before Tax
699.19
492.57
Tax
177.60
129.40
Net Profit After Tax
521.59
363.17
Your directors are happy to inform that during the financial year, your Company has achieveda revenue of Rs. 10,042.91 Lakhs from its operations, registering an increase of around 11 %over last financial year. Your directors are further happy to inform that your Company hasbooked a net profit of Rs. 521.59 Lakhs, which is an increase of over 30% over last financialyear and the Company has performed substantially well.
Your directors are happy to inform that Company has been improving its performance everyyear owing to long term strategy formed by your management. Further, your management isconfident that the Company would yield progressive returns during the upcoming financialyears.
Your directors believe being a listed entity, it would have better brand name in the industry.
Your directors are not proposing any dividend for the financial year. Further, no amount isproposed to be transferred to general reserve. However, bonus shares were issued during theyear by way of capitalization of free reserves for an amount of Rs. 7 Crores by issue of 70 LakhEquity Shares of Rs. 10 each.
The name of the Company has not changed from its incorporation, however, the companyhas been converted to public company by removing word "Private" from its name. Companyhas received revised certificate of incorporation dated 28th November 2024 pursuant tochange of name from the Registrar of Companies (ROC Chennai). Pursuant to the conversioninto public company, the name of the company stand changed to "LGT Business ConnextionsLimited". Further, your Company stands listed on SME platform of BSE w.e.f 26th August 2025.Your Board is presenting the current report as listed entity providing the information to theextent applicable even when all information pertains to the last financial year, at which timefor most period it was a private limited and only from 28th November 2024 , it became publiclimited.
There is no change in the nature of the business of the Company during the financial year.
As on 31st March 2025, the authorized share capital of the company was Rs. 15,00,00,000/-divided into 1,50,00,000/- Equity Shares of Rs. 10/- each and paid-up share capital of thecompany was Rs. 7,01,00,000/- divided into 70,10,000 Equity Shares of Rs. 10/- each.
During the financial year 2024-25, the authorized share capital of the Company was increasedto Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) from earlier authorized share capital of Rs.1,00,000/- (Rupees One Lakhs Only) and paid- up capital increased to Rs. 7,01,00,000/-(Rupees Seven Crores One Lakh Only) from earlier paid- up capital of Rs. 1,00,000/- (RupeesOne Lakhs Only).
The authorized share capital of the Company stood increased to Rs. 15,00,00,000/- (RupeesFifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/-(Rupees Ten only) based on approval of the members at their meeting dated 22nd August2024.
The paid up capital increased to Rs. 7,01,00,000/- (Rupees Seven Crores and One Lakhs Only)divided into 70,10,000 (Seventy Lakhs and Ten Thousand) Equity Shares of Rs. 10/- each byway of issue of bonus shares on capitalization of reserves of Rs. 7,00,00,000/- (Rupees SevenCrores Only) based on approval of the members at their meeting dated 30th December 2024.
Your Company made a public issue of 26,25,600 (Twenty-Six Lakhs Twenty-Five Thousand andSix Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each at a price of Rs. 107/- (RupeesOne Hundred and Seven Only) per share which included a premium of Rs. 97/- (RupeesNinety-Seven Only) per shares. The public issues comprised of 23,62,800 (Twenty-Three LakhsSixty-Two Thousand and Eight Hundred) Equity Shares through fresh Issue and 2,62,800 (TwoLakhs Sixty-Two Thousand and Eight Hundred) Equity Shares through Offer for Sale.
Post allotment of 23,62,800 (Twenty-Three Lakhs Sixty-Two Thousand and Eight Hundred)Equity Shares of Rs. 10 each on 22nd August 2025, the paid- up share capital increased to93,72,800 (Ninety-Three Lakhs Seventy- Two Thousand and Eight Hundred) Equity Shares ofRs. 10 (Rupees Ten Only) each amounting to Rs. 9,37,28,000/- (Rupees Nine Crores Thirty-Seven Lakhs Twenty-Eight Thousand Only).
During the financial year under review, the Company has neither issued the equity shareswith differential voting rights nor issued sweat equity shares in terms of the Act.
The extracts of annual return pursuant to the provisions of Section 92 read with Rule 12 ofthe Companies (Management and administration) Rules, 2014 is available on website of the
Company https://www.lgtholidavs.com at weblink https://www.lgtholidays.com/investors/to the extent same could have been filled up.
The company has duly complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meetings and General Meetings.
There was no unpaid/ unclaimed dividend or shares associated with them and hence theprovisions of Section 125 of the Companies Act, 2013 in relation to the transfer to IEPF do notapply to the Company.
The Board of Directors met twenty- two (22) times during the financial year under review.Board Meetings were held on 13th May 2024, 22nd May 2024, 23rd May 2024, 6th June 2024,1st July 2024, 16th July 2024, 20th July 2024, 25th July 2024, 27th July 2024, 31st July 2024, 6thAugust 2024, 16th August 2024, 10th September 2024, 26th September 2024, 23rd October2024, 11th November 2024, 29th November 2024, 30th December 2024, 31st December 2024,18th January 2025, 5th February 2025 and 24th February 2025. The attendances of the directorsare duly available in extract of annual report available at the website of the Company.
The Company held its last Annual General Meeting on 27th September 2024. During thefinancial year, three Extraordinary General Meetings were held on 22nd August 2024,30th December 2024 and 20th January 2025. Company proposed to hold its Annual GeneralMeeting for the financial year 2024-25 on 30th September 2025.
The Company has not made any loan or provided guarantees or made investments during thefinancial year, which requires reporting as per provision of Section 186 of the Companies Act,2013.
During the financial year 2024-25, the company has not entered into any new contract duringthe financial period. Company has business transactions for sale and expenses with FSHBusiness Ventures Private Limited, a related party, however, such transaction are in ordinarycourse of business and on arm's length basis.
All the contract or arrangements of the Company with related parties are on arm's lengthbasis and are in ordinary course of business and outside the provisions of sub-section (1) ofsection 188 of the Companies Act, 2013.
Details of the RPT under arm's length basis and in ordinary course of business is provided inpart 2 of Form No. AOC 2, which has been annexed as Annexure - I. Further, details of therelated party transaction are provided in Note 31 of the Audited Financial Statement andwould be deemed to be part of Board Report.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate to andtill the date of this report.
During the year under review, there were no significant and/ or material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
The Company is not an industrial enterprise and hence the consumption of energy is verynominal in its operations. However, Company efficiently uses the power. In terms of thetechnology absorption, Company has proper software to support its business. Hence noreporting is being provided in relation to them as per Section 134(3) (m) of the CompaniesAct, 2013.
During the financial Year 2024-25, the company has foreign exchange inflow of Rs. 791.10Lakhs and foreign exchange outflow of Rs. 2491.16 Lakhs.
The Company does not have any Subsidiary, Joint venture or Associate Company.
The Company has adopted the Risk Management Policy during the year under review toenable the board in various risk identification and mitigation processes and to establish aframework for the company's risk management process to ensure that material risks aremanaged and mitigated. Presently, Audit Committee also acts and oversees the riskmanagement.
The appointment and remuneration of Directors are governed by the Policy devised by theNomination, Remuneration and Compensation Committee of your Company.
Company has appropriate mix of executive, non-executive and independent directors. Thetotal strength of the Board at the end of the financial year 2024-25 comprised of eleven (11)directors. Independent and Women Directors are appointed as per Section 149 CompaniesAct, 2013. Board has four Independent Directors and two Women Directors.
The maximum tenure of the independent directors is in compliance with the Companies Act,2013 ("Act"). All the Independent Directors have confirmed that they meet the criteria ofIndependence as mentioned under regulation 16(1)(b) of the SEBI Listing Regulations andSection 149 of the Act.
The present strength of the Board reflects judicious mix of executives, professionalism,competence and sound knowledge which enables the Board to provide effective leadershipto the Company.
At present Board consists of Managing Director, five Whole Time Directors, one Non¬Executive Director and four Independent Directors. The following is the present compositionof our Board and their number of Directorships in other companies:
Name of theDirector
Category
Date ofappointment
Inter-se
relationship
Shareholding ason 31stMarch 25
Directorship in otherpublic companies*
Number ofcommitteepositions inother publiccompanies **
Chair
man
Mem
ber
Wilfred
Selvaraj
PD
31-08-2016
Spouse ofWilfred Padma
6309000
Nil
Wilfred Padma
ED
Spouse ofWilfred Selvaraj
696794
Deepti Mantri
11-11-2024
NA
701
Singaravelou
NED
Tijo MathiewKurisummoottil
Sivaji Gollapelli
Ramesh Raja
Manoharan V
ID
30-12-2024
-
Velayutham
Anburaj
1. Dugar Finance andInvestments Limited
2. Thinksemi InfotechLimited
3. Integrated ServicePoint Limited
4. Sri Priyanka GeoCommex Limited
2
ChinchalapuUjjwal Kumar
Susanta KumarDehury
PD- Promoter Director; ED- Executive Director; NED-Non-Executive Director; ID- Independent Director
* The directorship does not include directorship in Private Limited, Private Limited which are subsidiary of PublicLimited, Section 8 Companies and Companies incorporated outside India.
**Membership/Chairmanship of only Audit Committee/Stakeholders' Relationship Committee has been considered.
During the financial year under review, following directors were appointed on the Board:
Name of Directors
Designation
Date of Appointment
Ashley Wilfred*
Non-Executive Director
27th September 2024
11th November 2024
Tijo Mathew Kurisummoottil
Whole Time Director
Susanta Kumar Dehury
Independent Director
30th December 2024
Ujjwal Kumar Chinchalapu
Velayutham Anburaj
Vaithiyanathan Manoharan
*Resigned from the Board from 3rd February 2025.
Board has total strength of seven directors (excluding independent directors) and maximumtwo directors can be non-rotational and remaining directors would be rotational. The Boardon recommendation of Nomination and Remuneration Committee has designated Mr.Wilfred Selvaraj, Managing Director and Ms. Wilfred Padma, Whole Time Director as directorsnot liable to retire by rotation and remaining other five (5) directors consisting of four (4)Whole Time Directors and One (1) Non-Executive Director shall be liable to retire by rotationat AGM.
At the ensuing AGM, Mr. Singaravelou, Non - Executive Director and Ms. Deepti Mantri,Whole Time Director, retires by rotation and being recommended for reappointment.
Following are the present KMPs of the Company in terms of Section 203 of the Act:
Name
Wilfred Selvaraj
Chairman and Managing Director
Venkatesh Ambaragonda
Chief Financial Officer
Ankita Jain
Company Secretary
The following Key Managerial Personnels were appointed during the year:
28th December 2024
Independent directors appointed has made declaration that they meet out criteria ofindependence as per Section 149(6) of The Companies Act, 2013. Your Board is of opinionthat appointed independent directors meets the criteria of integrity, expertise and experience(including the proficiency).
All insurable interest of the Company including, buildings, furniture and fixtures and otherinsurable interest are adequately insured.
The Company has internal financial control commensurating with the size, scale andcomplexity of its operations. The Company has taken adequate measure to ensurecompliance with the same.
The Company has neither accepted nor renewed any deposits during the year under review.Details of the exempted deposit are provided in the financial forming part of the BoardReport.
The Independent Directors have submitted the declaration of independence, stating that theymeet the criteria of independence as provided under Section 149(6) of the Companies Act,2013 and SEBI LODR Regulations, 2015.
M/s S.R. & M.R Associates, Chartered Accountants, Bengaluru bearing Firm Reg. No. 008094Swere appointed as Statutory Auditors of the company in casual vacancy for the financial year2024-25 and would hold the office till the conclusion of ensuing Annual General Meeting.
Based on the recommendation of Audit Committee, Board of Directors has proposedappointment of M/s NRG Associates, Chartered Accountants, Chennai (FRN: 0007973S) as theStatutory Auditors of the Company for a period of five years from financial year 2025-26 to2029-30 and to hold the office till the conclusion of Annual General Meeting for the financialyear 2029-30 at the forthcoming Annual General Meeting. Your Board recommend theappointment of M/s NRG Associates as the statutory auditor of the Company.
The provisions of Section 148 Companies Act, 2013, in relation to maintenance of cost recordsis not applicable to the Company and hence provision relating to cost audit is also notapplicable to the Company.
The provisions relating to Secretarial Audit Report is not applicable to the Company duringthe financial year. The Company got listed on 26th August 2025. Since the Secretarial AuditReport was not applicable to the Company for the period under review, the same has notbeen provided with this report. Company is proposing appointment of the Secretarial Auditorto the shareholders.
There are no qualifications, reservations or adverse remarks made by the Statutory Auditorsin their report. The provisions relating to Secretarial Audit Report is not applicable to theCompany during the financial year.
The Auditors Report do not contain any qualification or observations. During the year underreview, the Statutory Auditors has not reported any instances of frauds committed in theCompany by its officers.
The Companies (Auditor's Report) Order, 2020 is applicable to the company and requiredreporting has been made in the Auditor's Report for the year.
The company has constituted various committees of the Board as per the statutoryrequirement and to facilitate early decisions. While Board has constituted Audit Committee,
Nomination and Remuneration Committee and Stakeholder Relationship Committee to meetout the statutory requirement.
Board had constituted IPO Committee for the easement and effective decision makingrelating to matters concerning IPO on 18th January 2025. Committee has been dissolved atthe Board Meeting dated 6th September 2025.
Board has constituted Finance and Legal Committee at the Board Meeting dated 6thSeptember 2025 for the purpose of easy facilitation and fast decisions in relation to theborrowings, charge creation, banking operation and legal authorization.
The Audit Committee was constituted by the Board of Directors at its meeting dated 18thJanuary 2025.
The constitution of Audit Committee is as below:
Name of Director
Chairman
Member
Chinchalapu Ujjwal Kumar
The committee be and is hereby vested with the following powers:
> to investigate any activity within its terms of reference;
> to seek information from any employee;
> to obtain outside legal or other professional advice;
> The audit committee may invite such of the executives as it considers appropriate (andparticularly head of the finance function) to be present at the meetings of the committee,but on the occasions, it may also meet without the presence of any executives of theIssuer. The finance director, head of the internal audit committee;
> to secure attendance of outsiders with relevant expertise, if it considers necessary as maybe prescribed under the Companies Act, 2013 (together with the rules thereunder) andSEBI Listing Regulations; and
> To have full access to information contained in records of Company.
The committee is vested with the following roles and responsibilities:
> Oversight the Company's financial reporting process and the disclosure of its financialinformation to ensure that the financial statements are correct, sufficient and credible;
> To recommend the Board regarding the appointment, re-appointment and, if required, thereplacement or removal of the statutory auditor and the fixation of audit fees;
> Approval of payment to statutory auditors for any other services rendered by the statutoryauditors;
> Reviewing and monitoring the statutory auditor's independence and performance, andeffectiveness of audit process;
> Reviewing, with the management, the annual financial statements before submission tothe board for approval, with particular reference to:
a. Matters required being included in the Directors Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 134 of theCompanies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment bymanagement;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financialstatements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report.
> Reviewing, with the management, the half yearly financial statements before submissionto the board for approval;
> Reviewing, with the management, the statement of uses / application of funds raisedthrough an issue (public issue, rights issue, preferential issue, etc.), the statement of fundsutilized for purposes other than those stated in the Offer document/prospectus/notice andthe report submitted by the monitoring agency monitoring the utilization of proceeds of apublic or rights issue, and making appropriate recommendations to the Board to take upsteps in this matter.
> Approval of any transactions of the Company with Related Parties, including anysubsequent modification thereof.
> Scrutiny of inter-corporate loans and investments.
> Valuation of undertakings or assets of the Company, wherever it is necessary.
> Evaluation of internal financial controls and risk management systems.
> Reviewing, with the management, performance of statutory and internal auditors,adequacy of the internal control systems.
> Reviewing the adequacy of internal audit function, if any, including the structure of theinternal audit department, staffing and seniority of the official heading the department,reporting structure coverage and frequency of internal audit.
> Discussion with internal auditors on any significant findings and follow up thereon.
> Reviewing the adequacy of internal audit function if any, including the structure of theinternal audit department, staffing and seniority of the official heading the department,reporting structure coverage and frequency of internal audit;
> Reviewing the findings of any internal investigations by the internal auditors into matterswhere there is suspected fraud or irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the board.
> Discussion with statutory auditors before the audit commences, about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
> To look into the reasons for substantial defaults in the payment to the depositors,debenture holders, shareholders (in case of non- payment of declared dividends) andcreditors.
> Reviewing the functioning of the whistle blower mechanism;
> Approval of appointment of CFO (i.e., the whole-time Finance Director or any other personheading the finance function or discharging that function) after assessing thequalifications, experience & background, etc. of the candidate.
> Carrying out any other function as it mentioned in the terms of reference of the AuditCommittee.
The Nomination & Remuneration Committee was constituted by the Board of Directors at its
meeting dated 18th January 2025.
The composition of the Nomination & Remuneration Committee are as follows:
Mr. Singaravelou
Chairperson
Ms. Velayutham Anburaj
Mr. Manoharan V
Composition of the Committee has changed in between pursuant to resignation of Mr. Ashley
Wilfred.
The committee be and is hereby vested with the following roles and responsibilities:
> formulating the criteria for determining qualifications, positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors, key managerial personnel and other employees;
> for the appointment of an independent director, the committee shall evaluate thebalance of skills, knowledge and experience on the Board and on the basis of suchevaluation, prepare a description of the role and capabilities required of anindependent director. The person recommended to the board of directors of theCompany for appointment as an independent director shall have the capabilitiesidentified in such description. For the purpose of identifying suitable candidates, theCommittee may:
i. use the services of external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard todiversity; and
iii. Consider the time commitments of the candidates.
> formulation of criteria for evaluation of the performance of independent directors andthe Board;
> devising a policy on diversity of our Board;
> identifying persons, who are qualified to become directors or who may be appointed insenior management in accordance with the criteria laid down, recommending to theBoard their appointment and removal and carrying out evaluation of every director'sperformance;
> determining whether to extend or continue the term of appointment of theindependent director, on the basis of the report of performance evaluation ofindependent directors;
> recommending remuneration of executive directors and any increase therein from timeto time within the limit approved by the members of our Company;
> recommending remuneration to non-executive directors in the form of sitting fees forattending meetings of the Board and its committees, remuneration for other services,commission on profits;
> recommending to the Board, all remuneration, in whatever form, payable to seniormanagement;
> performing such functions as are required to be performed by the compensationcommittee under the SEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021, as amended;
> engaging the services of any consultant/professional or other agency for the purpose ofrecommending compensation structure/policy;
> analyzing, monitoring and reviewing various human resource and compensationmatters;
> reviewing and approving compensation strategy from time to time in the context of thethen current Indian market in accordance with applicable laws;
> framing suitable policies and systems to ensure that there is no violation, by anemployee of any applicable laws in India or overseas, including:
i. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or
ii. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to theSecurities Market) Regulations, 2003, as amended;
> Performing such other functions as may be delegated by the Board and/or prescribedunder the SEBI Listing Regulations, Companies Act, each as amended or other applicablelaw.
The Stakeholder Relationship Committee was constituted by the Board of Directors at its
The composition of the Stakeholder Relationship Committee are as follows:
Mr. Susanta Kumar Dehury
Composition of the Committee has changed in between pursuant to resignation of Mr. AshleyWilfred.
> Consider and resolve grievances of security holders of the Company, includingcomplaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, generalmeetings, etc.;
> Review of measures taken for effective exercise of voting rights by shareholders;
> Review of adherence to the service standards adopted by the Company in respect ofvarious services being rendered by the Registrar and Share Transfer Agent;
> Review of the various measures and initiatives taken by the Company for reducing thequantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the Company;
> Formulation of procedures in line with the statutory guidelines to ensure speedydisposal of various requests received from shareholders from time to time;
> To handle the grievances of the stakeholders in connection with the allotment andlisting of shares;
> Ensure proper and timely attendance and redressal of investor queries and grievances;
> Carrying out any other functions contained in the Companies Act, 2013 and/or otherdocuments (if applicable), as and when amended from time to time; and
> To approve, register, refuse to register transfer or transmission of shares and othersecurities;
> To review, approve or reject the request for split, sub-divide, consolidate, renewal andor replace any share or other securities certificate(s) of the Company;
> To authorize affixation of common seal of the Company;
> To issue duplicate share or other security(ies) certificate(s) in lieu of the originalshare/security(ies) certificate(s) of the Company;
> To approve the transmission of shares or other securities arising as a result of death ofthe sole/any joint shareholder;
> To dematerialize or rematerialize the issued shares;
> To do all other acts and deeds as may be necessary or incidental to the above;
> To perform such functions as may be delegated by the Board and to further delegate allor any of its power to any other employee(s), officer(s), representative(s), consultant(s),professional(s), or agent(s); and
> Such terms of reference as may be prescribed under the Companies Act, 2013 and SEBIListing Regulations or other applicable law.
Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meeting of Board and it Powers) Rules, 2014, the Company has adopted
Whistle Blower Policy/ Vigil Mechanism for their directors and employees to report their
genuine concerns or grievances. It also provides for adequate safeguards against victimizationof directors/ employees who avail the Mechanism.
The provisions of the corporate social responsibility as prescribed under Section 135 was notapplicable to the Company during the period under review, i.e. financial year 2024-25.However, the Company has made profits in excess of Rupees Five Crores during the financialyear 2024-25 and hence, the requirement of CSR will be applicable during the current financialyear 2025-26.
Following are the details of the remuneration paid by the Company to various directors duringthe financial year 2024-25:
Sl No
Remuneration(Rs. in Lakhs)
1.
Managing Director
128.00
2.
20.00
3.
28.17
4.
24.22
5.
20.88
6.
22.11
During the period under review, the members have approved the remuneration of directorsat meeting dated 30th December 2024. The members have specifically approved theremuneration altogether for directors to the limit of 35% of net profit. Members have alsoapproved the remuneration of all whole time and executive directors individually as per theprovisions of the Section 197 of the Companies Act 2013 along with the applicable schedules.
Your directors would further like to inform that during the financial year 2025-26, membershave further approved the increase in remuneration of the directors at their meeting dated7th May 2025 to 45%, however, based on the performance of the Company, your Board expectthat total remuneration will be less than the approval obtained.
Following remuneration has been provided for the directors for FY 2025-26:
Sl
No
Fixed
Performance
Linked
Bonus
Total
180.00
18.00
198.00
60.00
6.00
66.00
35.21
2.81
38.02
30.27
2.42
32.69
Tijo MathewKurisummoottil
25.06
2.08
27.14
27.64
2.21
29.85
During the year under review, board adopted the policies and code and conduct of thecompany as follows:
1. Code for Independent Director
2. Code of Conduct for Directors and Senior Management
3. Code of Conduct for Insider Trading
4. Composition of committee of Board of Directors
5. Criteria for determining materiality of events
6. Criteria for making payment to NED
7. Material Litigations and Material Creditors
8. Policies for Preservation of Documents
9. Policy on dealing with Related Party Transaction
10. Policy on Determining Material Subsidiaries
11. Policy on Familiarization of independent directors
12. Policy on Prevention of Sexual Harassment
13. Risk management policy
14. Terms & Conditions for Independent Directors
15. Whistle Blower Policy
Board ensures proper implementation and would also review these policies and code as maybe required from time to time.
During the year, none of the following activity has been carried by the Company except issueof bonus shares by way of capitalization of free reserves based on approval of the membersat their meeting dated 30th December 2024, whose details are elsewhere provided in thereport:
a. Buy back of securities;
b. Sweat equity issue; and
c. Employees stock option plans.
The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review, there were no cases were reported pursuant to theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
Sr. No.
Number
(a)
Number of complaints of sexual harassment received in the year
0
(b)
Number of complaints disposed off during the year
(c)
Number of cases pending for more than ninety days
The Company affirms that it has duly complied with all provisions of the Maternity BenefitAct, 1961, and has extended all statutory benefits to eligible women employees during theyear.
The requirement of the Board evaluation was not applicable to the Company during thefinancial year 2024-25.
The requirement of the reporting of the remuneration pursuant to the provisions were notapplicable to the Company and no such case of remuneration is required to be reported forthe financial year 2024-25.
No application for insolvency has been made by or against the company and hence onproceeding is pending under the Insolvency and Bankruptcy Code, 2016.
The Equity Shares of the Company are listed on the BSE SME Platform on 26th August 2025.
https://www.lgtholidays.com/ is the website of the Company. All the requisite details,policies are placed on the website of the Company.
The appointment is made pursuant to an procedure which includes assessment ofmanagerial skills, professional behavior, technical skills and other requirements as maybe required and shall take into consideration recommendation, if any, received from anymember of the Board.
The Company has in place a process for familiarization of newly appointed directors withrespect to their respective duties and departments. All independent directors areproperly qualified. The policy is available on the Company's website at:https://www.lgtholidays.com/wp-content/pdf/policies/policy-on-familirization-of-independent-directors.pdf
Date & Time: Tuesday, 30th September 2025 at 4.30 P.M.
Through Video Conference (VC)/ Other Audio Visual Means (OAVM) Facility Will bedeemed to be held at Registered office of the Company.
The financial year of the Company commences with 1st April every year and ends with31st March in the succeeding year. The half yearly results will be declared as per incompliance to SEBI (LODR) Regulations, 2015.
The Register of Members and Share Transfer Books shall be closed for 9th Annual GeneralMeeting from 24th September 2025 to 30th September 2025.
To conserve the resources, your Board do not propose to pay any dividend for thefinancial year 2024-25.
Skyline Financial Services Private LimitedD-153 A, 1st Floor Okhla Industrial Area, Phase - I,
Delhi 110 020,
Email: grievances@skylinerta.comShare Transfer Process
The Company's shares are traded on the stock exchange only in electronic mode. Sharesin physical form are processed by the Registrar and transfer agents Skyline FinancialServices Private Limited only after getting approval from shareholders committee. MCAand SEBI has laid down restriction in physical share transfer.
LGT Business Connextions Limited
New No. 38, Old No. 44, First Floor, Brindavan Street Extn.,
West Mambalam, Chennai - 600033Contact No. 044 4958 5855Email: info@lgtholidays.comWebsite: www.lgtholidays.com/
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted aCode of Conduct for Prevention of Insider Trading. Company was not listed till the end offinancial year ended on 31st March 2025 and Company has been listed on 26th August 2025and hence during the year under review, there has been due compliance with the said code.
Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements. Same is provided at the website ofthe Company at https://www.lgtholidays.com/wp-content/pdf/policies/code-of-conduct-for-directors-and-senior-management.pdf.
Your Company lays emphasis on commitment towards its human capital and recognizing itspivotal role for organization growth. Your directors wish to place on record their appreciationfor the commitment shown by the employees throughout the year.
The Company is committed to provide a safe and healthy work environment for the well¬being of all our Stakeholders. The operations of the Company are conducted in such a mannerthat it ensures safety of all concerned and a pleasant working environment. The Companystrives to maintain and use efficiently limited natural resources as well as focus on maintainingthe health and well-being of every person.
By virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements)Regulations, 2015 ("LODR") the compliance with the corporate governance provisions asspecified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46and Para C, D and E of Schedule V are not applicable to the Company. Hence the company hasnot provided any report on Corporate Governance with this report. However, the content ofthe corporate governance report to the extent followed by the Company is provided in thereport.
Company was not listed till the end of financial year ended on 31st March 2025 and Companyhas been listed on 26th August 2025. However, Board is attaching Management Discussionand Analysis Report forming part of this report as Annexure II.
Disclosures pertaining to remuneration and other details as required under Section 197(12)of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are annexed to this Board's Report as Annexure - III.
A certificate obtained from Mr. Gouri Shanker Mishra, Partner BGSMISHRA & Associates,Company Secretaries LLP certifying that none of the directors are disqualified is attached asAnnexure IV.
Company was not listed till the end of financial year ended on 31st March 2025 and hencefinancial statement has been prepared as per unlisted company. In accordance with theprovisions of Section 134(5) of the Companies Act, 2013 the Board hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
(e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your directors place on records their sincere thanks to bankers, business associates,consultants, and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
Chairman & Managing Director Director