LCC Infotech Ltd

Dear Shareholders,

Your Directors present the 38^TH Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2024

1. FINANCIAL RESULTS:

The performance of your Company for the financial year ended March 31, 2024, is summarized below:

(Rs. in lakhs)

2. DIVIDEND:

Considering the financial position and the challenges faced by the Company, your Directors have not recommended any dividend for the year under review.

3. SHARE CAPITAL

There was no change in the capital structure of the Company. The paid-up Equity Share Capital was Rs.2,531.87 lakh at the end of financial year 2023-24. The Company has not issued fresh shares or any convertible instruments during the year under review.

4. BRIEF DESCRIPTION OF THE STATE OF COMPANY’S AFFAIRS:

LCC is engaged in building skilled human capital and in enhancing workforce talent across the country. When it comes to Skills and Careers, the IT markets continue to offer significant growth opportunities for LCC. With our new products, business models, and the strengthened leadership team, LCC is well positioned to draw graduates seeking to improve their employability for jobs in these industries. LCC will continue to increase its focus on Deep Skilling as compared to entry level skills. With computers and IT all around us, the need to skilled computer hardware and networking professionals has been ever growing. LCC offers just the right set of programs for students at any stage. LCC will continue to persevere and deliver on promises made to shareowners as well as external and internal customers.

5. MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on the "Management Discussion and Analysis" is attached herewith, and form part of the Annual Report 2024.

6. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company as none of the criteria as described under the said section were met during the last financial year.

7. BUSINESS RISK MANAGEMENT

Your Company has adequate risk management procedures, which are based upon business environment, operational controls and compliance procedures. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritized according to significance and likelihood. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year under review.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism policy for directors and employee to report instances and concerns about unethical behavior, actual or suspected fraud or violation of the Company Code of Conduct. The vigil mechanism is available on your company website viz. www.lccinfotech.in. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the

Company’s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

No individual in the Company has been denied access to the Audit Committee or its Chairman.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant material orders passed by any regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

11. SUBSIDIARY COMPANY

Your company has only one Indian subsidiary named eLCC Info.Com Limited. The Company is holding 99.98% control over the subsidiary company. The subsidiary company does not have any operation during the year under review. Pursuant to first provisions of section 129 (3) read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries is enclosed herewith as "Annexure- III".

Further, no companies ceased to be a subsidiary or joint venture of the Company during the year under review.

12. DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

The Board of Directors comprises of six directors as on March 31, 2024 out of which three are non-executive independent directors and the rest three are executive Directors out of which one is executive woman director. The composition of the board is as follows:

*The tenure of Mr. Rajat Sharma and Mr. Mayur P Shah expired on August 13 and 20^th August 2024, hence they have tendered their resignation from the Board of Directors.

In the opinion of the Board, the independent directors on the Board of the Company are persons with integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online proficiency self-assessment test conducted by the prescribed institute.

Mr. Sidharth Lakhotia (DIN: 00057511), who retires by rotation, and being eligible, offers himself for re-appointment. The resolution seeking approval of members for re-appointment of Mr.Sidharth Lakhotia (DIN: 00057511) has been included in the Notice of 38th Annual General Meeting.

During the year, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company.

The criteria for selection of Directors and remuneration policy are disclosed in the Corporate Governance section which forms part of this Annual Report.

The details of programs or familiarization training of Independent Directors with the Company, their roles, right & responsibility, nature of the Industry in which Company operates and related matters are available on the Company’s website www.lccinfotech.in

The Company has the following Key Managerial Personnel (KMPs) in compliance with the provisions of Section 203 of the Companies Act, 2013: a) Mrs. Kirti Lakhotia, Managing Director b) Mr. Sidharth Lakhotia WTD & CEO c) Mr. Pratik Lakhotia, Director & Chief Financial Officer (CFO) d) Mr. Smriti Suhasaria, Company Secretary

There was no change in the KMPs during the year under review.

13. MEETING

The Board of Directors of your Company met 7 (Seven) times during the year to deliberate the various matters. The meetings were held on 29/05/2023, 14/08/2023, 09/11/2023, 22/12/2023, 13/02/2024, 20/02/2024 and 29/03/2024. Details of the attendance at the meeting of Board of Directors are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, Commensurate with the size of its operation. Internal Control System comprising of Policies and procedure are designed to ensure sound management of your company’s operation safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

15. BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the Annual Performance Evaluation for itself, the Directors individually (including the Chairman of the Board), as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders’ Relationship Committee. A structured evaluation form was administered after taking into consideration the inputs received from the Directors, covering various aspects of the Board’s functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Company’s performance, and internal control and audits. 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 the level of engagement and contribution, effective participation in Board/Committee Meetings, independence of judgment, safeguarding the interest of the Company and its minority shareholders, providing expert advice to the Board, the Board Skills matrix, and contributing in deliberations while approving related party transactions.

16. 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 their remuneration. The Remuneration Policy is stated in the Corporate Governance Report forming a part of this Annual Report.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report are given below:

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

18. AUDIT COMMITTEE

The committee comprise of Three directors all being independent Directors. As on March 31, 2024, the details are as under: i. Mr. Kamaljit Singh - Chairman - Non Executive and Independent director ii. Rajat Sharma - Member - Non Executive and Independent director iii. Mayur P Shah - Member - Non Executive and Independent director

Details of dates of meetings of Audit Committee and attendance thereat are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

19. NOMINATION AND REMUNERATION COMMITTEE

The committee consists of three directors all being independent directors. As on March 31, 2023, the details are as under:

i. Mr. Kamaljit Singh - Chairman - Non Executive and Independent director ii. Rajat Sharma - Member - Non Executive and Independent director iii. Mayur P Shah - Member - Non Executive and Independent director

Details of the dates of meetings of Nomination and Remuneration Committee and attendance thereat, are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

20. INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have registered their name in the Independent Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors have assessed the veracity of the disclosures and confirmations made by the Independent Directors of the Company made under Regulation 25(8) of the Listing Regulations

21. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors of your Company hereby state and confirm:

a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) the accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment 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, 2024 and of the profit of the Company for the year ended on that date; c) 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; d) the Annual Accounts of your Company have been prepared on a going concern basis; e) your Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively f) your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

22. RELATED PARTY TRANSACTIONS

During the financial year, your Company entered into related party transactions, which were on an arm’s length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23 of the SEBI Listing Regulation. All related party transactions were entered into in accordance with the approval of the shareholders vide resolution dated September 29, 2022 and were approved by the Audit Committee of your

Company on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been hosted on website of company viz. www.lccinfotech.in The details of transaction annexed as Annexure IV.

23. SECRETARIAL STANDARDS

The Directors state that the applicable mandatory Secretarial Standards, i.e., SS 1: Secretarial Standard on Meetings of the Board of Directors and SS 2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, have been duly followed by the Company.

24. STATUTORY AUDITORS

The Company’s Statutory Auditors M/s. Nitin Gami & Associates, has resigned from the office of Statutory Auditors of the Company on May 27, 2024 resulting into a casual vacancy in the office of Auditors.

Thereafter, M/s. Budhia & Company (Firm Registration Number: 320163E) was appointed as the Statutory Auditors of the Company to fill such casual vacancy on June 28, 2024, who will hold the office till the conclusion of ensuing Annual General Meeting.

M/s. Budhia & Company, Chartered Accountants, are eligible to be re-appointed for a term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act, read with the Rules made thereunder.

Accordingly, the Board of Directors of the Company at their meeting held on June 28, 2024 based on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, recommended appointment of M/s. Budhia & Company, Chartered Accountants, (Firm Registration No. 320163E), shall be appointed as the Statutory Auditors, for a period of 5 (five) years i.e. from the conclusion of the ensuing 38th Annual General Meeting till the conclusion of 43^rd Annual General Meeting.

The Company has received a certificate from the above Auditors to the effect that their appointment is in accordance with the provisions of the Companies Act, 2013.

The Auditors’ Report is self-explanatory and therefore, do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

25. SECRETARIAL AUDITORS

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 Md. Shahnawaz proprietor of M Shahnawaz & Associates a peer review firm, (CP No. 15076), Kolkata, as Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial Year 2023-24. The Secretarial Audit Report is annexed herewith as ‘Annexure -I’. The Secretarial Audit Auditor report does not contain any observation.

26. INTERNAL AUDITORS

Mr. Sunil Beriwal (Membership No. 055302) Chartered Accountant, appointed as Internal Auditor to perform the duties of internal auditors of the Company and their internal audit report is reviewed by the Audit Committee from time to time.

27. MAINTENANCE OF COST RECORDS AND COST AUDIT

The Company being an IT & Software training company, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

28. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016

29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:

There was no settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

30. CORPORATE GOVERNANCE

Your company is committed to maintain good corporate governance practices and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance as Annexure -VI.

31. POLICIES / CODES

In compliance with the applicable provisions of the relevant Act and Listing Regulations, the Company has the following policies: (i) Material Subsidiary Policy (ii) Criteria-for-making-payments-to-non-executive-directors (iii) Dividend Distribution Policy (iv) Terms And Conditions Of Appointment Of Independent Directors (v) Policy On Preservation Of Document (vi) Familiarization Program For Independent Directors (vii) Risk Management Plan (viii) Code of conduct for Director (ix) Policy on Related Party Transaction (x) Nomination and Remuneration Policy (xi) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (xii) Vigil Mechanism Policy (xiii) Archival Policy (xiv) Policy on Insider Trading

32. EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return MGT-7 of your Company for the financial year ended 31st March, 2024 is available of website of company i.e. www.lccinfotech.in

33. LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any guarantee for loans taken by others from bank or financial institutions. The loans and advances made by the Company are detailed in Note of the Annual financial statements. Further loan provided by the company and investment made by the company has been written off during the year and same has been disclosed in the notes to account of the company.

34. PUBLIC DEPOSITS

In terms of the provisions of Section 73 to 76 of the Act read with the relevant rules made thereunder, your Company has not accepted any deposit from the public during the year under review, and as such, no amount on account of principal or interest on public deposits were outstanding as on the date of the balance sheet.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operation of the Company does not involve any activity relating to conservation of energy and technology absorption and also there were no foreign exchange earnings or outgo. Thus, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the Company during the year under review.

36. DISCLOSURE ON MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The particulars of Managerial remuneration as stated in section 197 of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is annexed herewith is forming part of the Board’s Report as Annexure V.

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, as amended.

37. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement pursuant to section 129(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India, is attached herewith and forms part of the Annual Report.

38. OTHER DISCLOSURES

Your Company has not issued any shares with differential voting. Your Company has not issued any sweat equity shares.

During the financial year ended March 31, 2024, no amount was transferred to the general reserve.

The Company’s Insider Trading Policy provides the framework for in dealing with securities of the Company by the insider.

39. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

There was no compliant pending at the beginning of the FY2024. No complaints have been received by the Committee during the FY2024.

40. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources.

41. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the application provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years, also to be transferred to the demat account of the IEPF Authority.

The Company has no unclaimed and unpaid dividend thus there is no corresponding shares due for transfer as per the as per the requirement of the IEPF rules.

42. MEETING OF THE INDEPENDENT DIRECTORS

During FY2023-24, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on 29/03/2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

43. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

44. ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates Central and State Governments for their co-operation and support and look forward to their continued support in future. We thank our employees for their contribution to your Company’s performance. We applaud them for their superior competence, dedication and commitment.