The Directors present their 55thAnnual Report on the business and operations of the
Company and the financial accounts for the year ended on 31st March, 2025.


FINANCIAL RESULTS


  

    
Particulars
    
For the year ended on 3l/03/2025
    
For the previous year ended on 31/03/2024
  
  

    
Gross Profit (before interest, depreciation & taxation)
    
46.77
    
(36.34)
  
  

    
Less: Interest
    
15.21
    
3.05
  
  

    
Depreciation
    
7.61
    
9.18
  
  

    
Profit before tax
    
23.95
    
(48.57)
  
  

    
Tax expense/Deferred Tax
    
1.82
    
0.61
  
  

    
Exceptional items
    
0
    
0
  
  

    
Other comprehensive income
    
(2.08)
    
(1.97)
  
  

    
Profit / Loss after Tax
    
20.05
    
(51.15)
  
  

    
Add: Balance brought from previous year
    
(476.28)
    
(433.94)
  
  

    
Profit / (Loss) available for appropriations
    
(456.24)
    
(476.28)
  
  

    
APPROPRIATIONS / TRANSFERS
    

    

  
  

    
Profit/(loss) carried to Balance Sheet
    
(456.24)
    
(476.28)
  



DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the loss and
brought forward loss of earlier years incurred by the Company.


TRANSFER TO GENERAL RESERVE

In view of the carry forward loss, no amount has transferred to the General Reserve
Account. The exceptional income received during the year has adjusted against the brought
forward loss of earlier years.


OPERATION AND FUTURE OUTLOOK

During the year under review, the gross income has marginally decreased from Rs.
1085.13 lakhs to Rs.1027.59 lakhs from the previous year registering decrease of 5.30% in
revenue. The Company has earned net profit of Rs. 20.05 lakhs during the year against loss
of Rs. 51.15 lakhs in the previous year.


Board of Directors, Board and Audit Committee Meetings:

Your Company's Board is duly constituted and is in compliance with the requirements of
the Companies Act, 2013, the Listing Regulations and provisions of the Articles of
Association of the Company. During the financial year ended on 31/3/2025, four Board
meetings and four Audit Committee meetings were held on 30/05/2024, 14/08/2024, 14/11/2024
& 14/02/2025.

Dr. Akbarali Virani, the Director of the Company shall retire by rotation at the
forthcoming Annual General Meeting and offer himself for re-appointment. Brief profile
along with necessary disclosures of retiring Director and reappointment of Managing
Director has been annexed to the Notice convening the ensuing AGM and forms an integral
part of this Annual Report. Your Board recommends re-appointment of Dr. Akbarali Virani.


Details of utilization of funds raised through preferential allotment or qualified
institutions placement as specified under Regulation 32(7A)

The Company has not raised any funds through preferential allotment or qualified
institutions placement during the year under review.


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

There were no material changes and commitment affecting the financial position of the
Company which have occurred subsequent to the close of the financial year of the Company
to which the balance sheet relates and the date of the Report.


Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.

There were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future


Internal control systems and their adequacy

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

The Company has obtained ISO 9001 certification and adheres to the Standard Operating
Practices its manufacturing and operating activities.

The management of the Company evaluates the efficiency and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and
policies of the Company. Based on the assessment, the management undertakes corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and recommendations with corrective actions thereon are presented to the
Audit Committee of the Board.


Subsidiaries/ Joint Ventures

The Company does not have Subsidiary or Joint Ventures during the year under review.


Fixed deposit

The Company has not accepted Fixed Deposit and there no outstanding deposits payable by
the Company.


Auditors & auditor's report

M/s. R.A. Kuvadia & Co., Chartered Accountants, has been appointed as Auditors of
the Company in the Annual General Meeting held on 30th September 2023 for five years.
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors of the Company in their report. The Notes on Financial Statements referred to in
the Auditor's Report are self-explanatory and do not call for any further comments.


Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the
Companies Act, 2013 and rules framed thereunder either to the Company or to the Central
Government.


Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return can be accessed from the website of the Company at http://www. limechem.com.


Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information as per Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo are given in "Annexure A" forming part of this
report.


Corporate Social Responsibility Initiatives

During the year under review, the Company is not falling within the prescribed
threshold of paid up capital and net profits under Section 135 of the Companies Act, 2013,
and not required to comply with the provisions of Corporate Social Responsibility.


Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 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, Appointment & Remuneration and
Stakeholder's Grievance Committees. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report.


Nomination and Remuneration Committee

The Board has on the recommendation of the Appointment and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.


Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there is no
change in their status of independence.


Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism to be known as the "Whistle Blower
Policy" for its Directors and employees to report instances of unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the
policy is to provide adequate safeguards against victimization of whistle blower who
avails of the mechanism and also provide direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases.

The purpose of this policy is to provide a framework to promote responsible and secure
whistle blowing. It protects employees willing to raise a concern about serious
irregularities within the Company.


Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading under
Securities and Exchange Board of India (Insider Trading) Regulation 2015 with a view to
regulate trading in securities by the Directors, designated employees and their immediate
relatives and other connected persons. The Code requires pre-clearance for dealing in the
Company's 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 members of the Board and designated employees
have confirmed compliance with the Code.


Policy on prevention of sexual harassment of women at workplace

The Company has adopted a Policy under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Your
Company is committed to provide a safe and secure environment to its women employees
across its functions and other women stakeholders, as they are considered as integral and
important part of the Organization.

An Internal Complaints Committee (ICC) with requisite number of representatives has
been set up to redress complaints relating to sexual harassment, if any, received from
women employees and other women associates. All employees (permanent, contractual,
temporary, trainees) are covered under this policy, which also extends to cover all women
stakeholders of the Company.

The following is a summary of sexual harassment complaints received and disposed off
satisfactorily during the financial year ended March 31, 2025:


  

    
• Number of complaints received: Nil
  
  

    
• Number of complaints disposed off : Nil
  



Maternity Benefits:

Your Company is committed to upholding the rights and welfare of its women employees.
During the year under review, the Company continued to comply with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female employees, including paid
maternity leave, nursing breaks, and other necessary facilities, in accordance with the
law. The Company also supports a conducive and inclusive workplace environment to ensure
the health, safety, and dignity of women employees during and after maternity. During the
year under review, there were no female employees in the payroll of the Company.


Particulars of loans, guarantees or investments

During the financial year ended on 31st March 2025, the loans and advances under
section 186 of the Companies Act, 2013 were made with the prior approval of Audit
Committee and the Shareholders. The details of the same is given in the Note No. 36 of the
Financial Statements.


Related Party Transactions

During the financial year ended 31st March 2025, all transactions with the Related
Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in
the ordinary course of business and at arm's length basis. During the year under review,
your Company does not have a 'Material Subsidiary' as defined under Regulation 16(1)(c) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['Listing
Regulations'].

All Related Party Transactions of your Company had prior approval of the Audit
Committee, the Board of Directors and by the Members through the special resolution
passed, as required under the Listing Regulations. There has been no materially
significant Related Party Transactions having potential conflict with the interest of the
Company during the year under review.

All Related Party Transactions entered into by your Company were in the ordinary course
of business and also on an arm's length basis, therefore details required to be provided
in the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosures
required under the Ind AS 24 have been made in the Notes to the Financial Statements for
the year ended on 31st March, 2025.


Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed Amosh Archapelli and Associates, Company Secretaries in practice to undertake
the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as
Annexure-A, which is self-explanatory.


Compliance with Secretarial Standards

The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and
SS2) respectively relating to Meetings of the Board, its Committees and the General
Meetings.


Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and the Company has paid the listing fees
for FY 2025-26.


Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and SEBI Listing Regulations,
the Company has constituted a business risk management committee. The details of the
Committee and its terms of reference are set out in the corporate governance report
forming part of the Board report. At present the Company has not identified any element of
risk which may threaten the existence of the Company.


Corporate Governance

The Company is exempted to give report on Corporate Governance under Regulation 15(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and details
para C, D and E of Schedule V. The Company voluntarily given the Report on Corporate
Governance and Management Discussion and Analysis Report forms part of this Report.


Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the
Management's discussion and analysis is set out as Annexure forming part of this Annual
Report.


Director's responsibility statement

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;

ii) 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;

iii) 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.

iv) the Directors have prepared the Annual Accounts on a going concern basis; and

v) the Directors, have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.

vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operative effectively.


Particulars of employees

The Company did not have any employee falling within the purview of Section 197 of the
Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
Managerial Persons Rule 2014).


Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and fixing
their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It
enables the Company to attract, retain and motivate employees to achieve results. The
business model promotes customer centricity and requires employee mobility to address
project needs.


Human Resources:

Your Company considers people as one of the most valuable resources. It believes in the
theme that success of any organization depends upon the engagement and motivation level of
employees. All employees are committed to their work and proactively participate in their
area of operations. The Company's HR philosophy is to motivate and create an efficient
work force as manpower is a vital resource contributing towards development and
achievement of organisational excellence.


ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued
co-operation by the Company's Bankers and the support given by the Company's valued
customers. The Board also express its sincere appreciation to the commitment and dedicated
employees at all levels. Last but not least the Board places on record their gratitude to
the Investors, Clients and Shareholders of the Company.


  

    

    
On behalf of the Board of Directors
  
  

    
PLACE: Navi Mumbai
    
Avinash Jhaveri
  
  

    
DATE : August 14, 2025
    
Chairman