|
To,
The Members,
LAST MILE ENTERPRISES LIMITED
(Formerly Known as Trans Financial Resources Limited)
Your Directors have pleasure in presenting their 30th Annual
Report on the business and operations of the Company and the accounts for the Financial
Year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS:
The summarized Consolidated and standalone Financial Performance of
your Company for the Financial Year 2024-25 and the previous Financial Year 2023-24 is
tabled below:
| PARTICULARS |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
3021.18 |
22.96 |
38515.83 |
13102.44 |
| Other income |
1455.17 |
349.87 |
1861.68 |
827.04 |
| Total Income |
4476.35 |
372.83 |
40377.51 |
13929.48 |
| Profit/loss before Depreciation, Finance Costs, Exceptional
items and Tax Expense |
1550.24 |
184.38 |
2630.46 |
585.01 |
| Less: Depreciation |
47.04 |
22.12 |
80.36 |
43.37 |
| Profit/loss before Finance Costs, Exceptional items and Tax
Expense |
1503.2 |
162.26 |
2550.1 |
541.64 |
| Less: Finance Cost |
104.10 |
20.97 |
245.03 |
200.87 |
| Profit/loss before Exceptional items and Tax Expense |
1399.10 |
141.29 |
2305.07 |
340.77 |
| Less: Exceptional Items |
0 |
0 |
0 |
0 |
| Profit / (Loss) Before Tax |
1399.10 |
141.29 |
2305.07 |
340.77 |
| Provision for Tax & |
340.35 |
38.20 |
509.64 |
40.36 |
| Deferred Tax |
|
|
|
|
| Profit / (Loss) After Tax |
1058.76 |
103.09 |
1795.43 |
300.41 |
| Other Comprehensive income (net of tax effect) |
0 |
0 |
0 |
0 |
| Total Comprehensive income |
1058.76 |
103.09 |
1795.43 |
300.41 |
Further, the Audited Financial Statements for the Financial Year
2024-25, forming part of this Annual Report, have been prepared in accordance with the
Schedule III and Indian Accounting Standards (Ind-AS) as notified by the Ministry of
Corporate Affairs(MCA) and The Securities Exchange Board of India (SEBI) read with the
provisions of Section 133 of the Companies Act, 2013 and Companies (Indian Accounting
Standard) Rules, 2015.
2. BUSINESS PERFORMANCE:
STANDALONE:
During the current period, your company has total revenue of Rs.
3021.18 Lakhs as against Rs. 22.96 Lakhs in the previous year. The Company has profit of
Rs.1058.76 Lakhs as compared to the profit of Rs. 103.09 Lakhs in the previous year. The
company is expecting more revenue and sure to grow in terms of net profit in the upcoming
years. The company will strive to improve its performance in long term prospects based on
actual pace of global economy.
CONSOLIDATED:
During the current period, your company has total revenue of Rs.
38515.83 Lakhs as against Rs. 13102.44 Lakhs in the previous year. The Company has profit
of Rs. 1795.43 Lakhs as compared to the profit of Rs. 300.41 Lakhs in the previous year.
The company is expecting more revenue and sure to grow in terms of net profit in the
upcoming years. The company will strive to improve its performance in long term prospects
based on actual pace of global economy.
3. STATE OF AFFAIRS OF THE COMPANY:
Last Mile Enterprises Limited (LMEL) continues to strengthen its
reputation as a multisectoral leader, delivering progress across coatings, consumer
electronics, and real estate. The fiscal year 2024-25 has been a period of purposeful
expansion, global recognition, and forward-looking investments.
At the heart of our journey is a philosophy that combines
sustainability with profitability. This belief drives each of our businesses, ensuring
that the value we create is long-lasting, socially responsible, and beneficial to all
stakeholders.
I. SunBless Coatings Division
SunBless has rapidly become a trusted name in India's advanced
coatings sector. With patented Japanese technology at its core, it is designed not just to
beautify surfaces but to transform them into stronger, energy-saving, and more sustainable
assets.
Highlights of FY 2024-25:
Comprehensive Validation: SunBless underwent more than seventy
independent tests across India's most reputed NABL-certified laboratories and the
Japan Paint Inspection and Testing Association. These tests covered safety, corrosion
resistance, gloss, waterproofing, and thermal insulation, proving its reliability across
diverse Indian climates.
Prestigious Projects: Our solutions were chosen for some of
India's most respected institutions, including World Trade Center (Mumbai), TATA
projects, Kokilaben Hospital, Piramal Pharma in Ahmedabad, and Amity University. These
projects highlight the trust placed in SunBless and the proven benefits of reducing energy
use, extending infrastructure life, and lowering maintenance costs.
International Recognition: SunBless has received approval from
the Dubai Municipality, paving the way for our entry into the UAE market. Beyond iconic
structures, SunBless is also poised to play a role in critical sectors such as grain
storage warehouses, cold storage facilities, and industrial sheds, where it can prevent
material losses and deliver energy efficiency at scale.
The Bigger Picture:
SunBless is no longer just a coating. It is a sustainable building
technology that is helping to redefine how India and the world think about infrastructure
protection. From hospitals to industries, from universities to cold storage units,
SunBless is delivering a measurable impact in energy saved, in costs reduced, and
in sustainability achieved.
II. Consumer Electronics - Just Corseca and Damson Technologies
Our consumer electronics vertical, anchored by Damson Technologies and
our flagship brand Just Corseca, has consolidated its position as a serious global player.
Known for design, innovation, and functionality, Just Corseca products from
smartwatches and speakers to headphones, mobile accessories, and smart eyewear have
reached over a million customers worldwide.
Highlights of FY 2024-25:
Make in India Expansion: A new state-of-the-art facility in
Changodar, Ahmedabad has begun operations. The plant started with six assembly lines and
is capable of expanding to twenty, reaching a production capacity of one million units per
month. This phased expansion strategy ensures readiness to serve both the Indian market
and international demand.
Strategic Partnerships:To establish a footprint across the APAC
region, We have already dispatched products to Thakral Group of Singapore for market
trials, marking an important step toward broader regional acceptance.
Expanding Exports: LMEL has already started supplying to the
United States, marking the beginning of our journey into one of the world's largest
and most competitive markets. Simultaneously, we are actively exploring opportunities in
UAE and Africa to diversify and strengthen our global presence.
Innovation Leadership: With design teams based in Spain, we
continue to deliver premium sound solutions and patented product designs that combine
style and performance. Beyond branded products, we are also in advanced discussions with
global and domestic companies for white-labelling partnerships, which will provide steady
high-volume exports and establish Damson as a trusted global OEM partner.
The Bigger Picture:
The electronics division is more than a consumer brand it is
building India's reputation as a global hub for high-quality, innovative electronics
manufacturing. By combining design excellence, global distribution, and local
manufacturing under the Make in India initiative, this division is set to be one of
LMEL's strongest growth engines in the years ahead.
III. Fairlane Realty (Real Estate Division)
LMEL's real estate arm, Fairlane Realty, continues to redefine
urban living in Mumbai by delivering sustainable, luxury-driven projects in prime
locations. Our approach goes beyond construction. We focus on building communities that
are future-ready, environmentally conscious, and designed for long-term value creation.
Highlights of FY 2024-25:
Upcoming Developments:
Trio Balaji (Matunga): A mixed-use development offering both
residential and commercial spaces, strategically designed for high-end urban demand.
Jaiaditya Lalji Nathu (Matunga): A premium residential
development crafted for modern urban lifestyles, combining elegance with sustainable
design.
The Bigger Picture:
Fairlane Realty is not only reshaping Mumbai's skyline but also
setting benchmarks in sustainable urban development. Each project we deliver is a promise
of comfort, design, and long-term community value. With multiple projects underway and
more in the pipeline, Fairlane is poised to become a key driver of LMEL's growth in
the real estate sector.
IV. Group Outlook
With consolidated revenues, LMEL has once again demonstrated its
resilience and growth. More importantly, our diversified presence across coatings,
electronics, and real estate has laid a strong foundation for leadership in the years to
come.
Looking forward, we will continue to invest in sustainability, expand
our reach into global markets, and innovate across every vertical. For our stakeholders,
LMEL is not just a company it is a forward-moving enterprise that is building
sustainable businesses, creating jobs, and delivering long-term value in every sphere we
touch.
4. DIVIDEND:
The Board of Directors are pleased to recommend payment of Dividend at
2% on equity shares of Rs. 1/- each, amounting to Rs. 0.02 per share on post enhanced paid
up equity capital of the company to those shareholders whose names appear on the Register
of Member on Record date. With a view to share the profits of the company with its
shareholders, directors feel that recommendation of dividend is a way of appreciation to
them.
5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES;
The company has not transferred any amount to reserves during the
financial year 202425.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Company is having dynamic, qualified, experienced, committed and
versatile professionals in the Management of the Company. In pursuance to provisions of
Section 203 of the Companies Act, 2013 ("the Act") read with
relevant Rules thereunder, the personnel of the Company who acted as "Key Managerial
Personnel" during the year under review are as appended below:
| Name of Key Managerial Personnel |
Designation |
| Mr. HARISHKUMAR B RAJPUT |
Managing Director |
| Mr. HARISHKUMAR B RAJPUT |
Chief Financial Officer |
| Ms. NIDHI BANSAL |
Company Secretary& Compliance Officer |
| Mrs. BHARTI HASMUKHBHAI SHARMA |
Independent Director |
| Mr HEMRAJSINH VAGHELA |
Non-Executive non-Independent Director |
| Mr AMIT GULATI |
Independent Director |
| Mr DHARMENDRA NARANBHAI GOHIL |
Non-Executive non-Independent Director |
| Mr SURENDRASINH BAHADURSINH JHALA |
Independent Director |
| Mr BRIJENDRA MARKANDEY PANDEY |
Non-Executive non-Independent Director |
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr.
Dharmendra Gohil, (DIN: 10041074), Director of the Company retires by rotation at this
ensuing Annual General Meeting and has offered himself for reappointment.
The Board of Directors of your Company are fully committed to steering
the organization for long-term success through setting of strategies, delegating
responsibilities and providing an overall direction to the business, while effectively
managing risks and ensuring high quality of governance by keeping the Company on the path
of Sustainable growth and development.
The details of size and composition of the Board is provided in
Corporate Governance Report, which forms part of this Annual Report.
Further, all the Directors of the Company have confirmed that they are
not disqualified from being appointed as Directors in terms of Section 164 of the
Companies Act, 2013.
Also, pursuant to Schedule V of the(10)(i) of SEBI (LODR) Regulation,
2015 ; the Company has received a certificate from Practicing Company Secretary stating
that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry
of Corporate Affairs or any such statutory authority.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed under subsection 6 of Section 149 of the Companies Act, 2013 and under
Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015.
7. MEETINGS:
During the Financial Year under review, the Board of Directors of the
Company met for 15 (Fifteen) times for various agenda items of the Company, the same which
were circulated well in advance to the Board. The details of the meetings are duly
mentioned in the Corporate Governance Report, which forms part of this Annual Report.
The following are the dates on which the Board Meetings and Committee
Meeting held during the year under review:
|
Board Meeting |
Audit Committee Meeting |
Stakeholder Committee Meeting |
NRC Committee Meeting |
ID MEETING |
| 1. |
03.04.2024 |
28.05.2024 |
29.06.2024 |
15.02.2025 |
10.03.2025 |
| 2. |
08.04.2024 |
06.08.2024 |
30.09.2024 |
|
- |
| 3. |
29.04.2024 |
14.08.2024 |
31.12.2024 |
- |
- |
| 4. |
30.04.2024 |
31.10.2024 |
31.03.2025 |
- |
- |
| 5. |
04.05.2024 |
15.11.2024 |
- |
- |
- |
| 6. |
06.05.2024 |
16.01.2025 |
- |
- |
- |
| 7. |
28.05.2024 |
14.02.2025 |
- |
- |
- |
| 8. |
10.06.2024 |
- |
- |
- |
- |
| 9. |
12.06.2024 |
- |
- |
- |
- |
| 10. |
06.08.2024 |
- |
- |
- |
- |
| 11. |
31.08.2024 |
- |
- |
- |
- |
| 12. |
01.10.2024 |
- |
- |
- |
- |
| 13. |
31.10.2024 |
- |
- |
- |
- |
| 14. |
05.12.2024 |
- |
- |
- |
- |
| 15. |
28.12.2024 |
- |
- |
- |
- |
| 16. |
16.01.2025 |
|
|
|
|
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.The necessary quorum was present at the meetings.
8. BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board
in its success. The Company believes 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 the Company to
retain its competitive advantage. The Board has adopted the Board Diversity Policy which
sets out the approach to diversity of the Board of Directors. The policy is available on
our website at https://lastmileenterprisesltd.com/
9. COMMITTEES OF BOARD:
The company has several committees which have been established as a
part of best corporate governance practices and are in compliance with the requirements of
the relevant provisions of applicable laws and statues.
The Board has constituted following Committees.
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholder's Relationship Committee
> Independent Director Committee
The details with respect to the compositions, powers, roles, terms of
reference etc. of relevant committees are given in detail in the 'Report on Corporate
Governance' of the company which forms part of this Annual Report.
10. ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2025 is available on
the Company's website and can be accessed at (www.lastmileenterprisesltd.com).
11. STATUTORY AUDITORS & AUDIT REPORT:
The Company had appointed M/S. PRAKASH TEKWANI & ASSOCIATES.. Chartered
Accountants, (F.R.NO.120253W) as Statutory Auditors of the company for the term of five
consecutive financial year i.e. to hold the office till the conclusion of Annual General
Meeting for the Financial year 2024-25 at such remuneration as may be mutually agreed
between both the parties whose term is expiring at the conclusion of ensuing AGM.
The Company proposes to appoint M/s H S K & CO LLP, Chartered
Accountants (Firm Registration No. 117014W/W100685), as its Statutory Auditors for a term
of five years, commencing from the conclusion of the ensuing Annual General Meeting (AGM)
until the conclusion of the AGM to be held in the financial year 2029-30, in place of M/s
Prakash Tekwani & Associates, whose term has been completed.
The Auditors comments on your company's accounts for year ended
March 31, 2025 are self-explanatory in nature and do not require any explanation as per
provisions of Section 134 (3) (f) of the Companies Act, 2013.
12. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2024-25, the Statutory Auditor has not
reported to the audit committee any instance of fraud committed against the Company by its
employees or officers under section 143(12), the details of which need to be reported in
Board's Report.
13.INTERNAL AUDIT AND FINANCIAL CONTROL:
The Company has appointed CA M G L & ASSOCIATES. (FRN: 154063W),
CHARTERED ACCOUNTANTS, as an Internal Auditor of the Company. The Board has adopted the
policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding of its assets, prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial disclosures. The reports of
Internal Audit are reviewed by the Audit Committee of the Board.
14. COST RECORDS:
Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3
of Companies
(Cost Records and Audit) Rules, 2014, Company does not fall under the
criteria for maintaining cost record for the financial year 2024-25.
15. SECRETARIAL AUDIT:
Pursuant to Section 204 of the Companies Act, 2013, your company had
appointed M/s. A. Shah & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure
-I to the Board's Report.
The Board of Directors of the Company has discussed the remarks as
mentioned in Secretarial Audit Report at arm's length and also undertaken to take
care of such qualification and to comply with the same in future.
As per the Regulation 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015,the listed entity has
to disclose secretarial audit report for its material unlisted public company and hence
here with find enclosed Secretarial Audit Report in Annexure II for 'Damson
Technologies Private Limited' and in Annexure III for 'Fair lane Realty
Limited' .
16. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration /
Compensation Committee framed a policy on directors' appointment and remuneration of
Directors including criteria for determining qualification, positive attributes,
independence of directors and remuneration for Directors, Key Managerial Personnel and
other employees. The policy is annexed to this report as "Annexure IV".
17. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the provisions of the
Companies Act, 2013 and the corporate governance requirements as prescribed by Securities
and Exchange Board of India ("SEBI") under Regulation 17 to 27 and clauses (b)
to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI
(Listing Obligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee
("NRC") reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
18. DEPOSITS:
Your company has not accepted any fixed deposits from the public within
the provisions of Section 73 to 76 of the Companies Act, 2013. The company has not
accepted inter corporate borrowings during the financial year 2023-24 which is exempted
from the deposits. However the outstanding unsecured loan as on 31st March 2025
is Rs. 838.04(In Lakhs)
Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the
Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013
are not applicable to your Company.
19. CORPORATE GOVERNANCE:
The Company believes that good Corporate Governance is a continuous
process and it is our continuous endeavor to achieve good governance, by way of a
conscious and conscientious effort whereby ensuring the truth, transparency,
accountability and responsibility in all our dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by your
Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this
Report The Report on Corporate Governance also contains certain disclosures required under
Companies Act, 2013.
A certificate from M/S. A. SHAH & ASSOCIATES., Practicing
Company Secretaries, conforming compliance to the conditions of Corporate Governance
as stipulated under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015, is annexed to this Report.
20. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, your Company believes in conducting business affairs in a
fair and transparent manner to foster professionalism, honesty, integrity and ethical
behavior via Vigil Mechanism/Whistle Blower Policy. Through this Policy, the Company seeks
to provide a procedure for all the employees, Directors and other stakeholders of the
Company to report concerns about unethical behavior, misconduct, violation of
Company's Code of Conduct and implementation of improper practices taking place in
the Company and provide for adequate safeguards in that regard and also provide for direct
access to the Chairman of the Audit Committee, in exceptional cases
The Vigil Mechanism Policy has been uploaded on the website of the
Company at www.lastmileenterprisesltd.com under investors/others/Whistle blower
Policy link.
21. CONSERVATION OF ENERGY. ABSORPTION OF TECHNOLOGY
Pursuant to Sub-section 3(m) of the Section 134 of Companies Act, 2013,
read with Rule 8(3) of the companies (Accounts) Rules, 2014. Every company is required to
disclose about the steps taken for conservation of energy & Technology Absorption
during the year in the board report of the company.
(a) Conservation of energy
| (i) the steps taken or impact on conservation of energy |
N.A |
| (ii) the steps taken by the company for utilizing alternate
sources of energy |
N.A |
| (iii) the capital investment on energy conservation
equipment's |
N.A |
(b) Technology absorption
| (i) the efforts made towards technology absorption |
N.A |
| (ii) the benefits derived like product improvement, cost
reduction, product development or import substitution |
N.A |
| (iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year)- |
N.A |
| (a) the details of technology imported |
N.A |
| (b) the year of import; |
N.A |
| (c) whether the technology been fully absorbed |
N.A |
| (d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
N.A |
| (iv) the expenditure incurred on Research and Development |
N.A. |
22. FOREIGN EXCHANGE EARNINGS / OUTGO: -
Particulars regarding the foreign exchange earnings and outgo during
the year 2024-25 is as Annexed hereto as "ANNEXURE VIII".
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions those were entered during the financial
year were in ordinary course of the business of the company and were on arm's length
basis. There were no materially significant related party transactions entered by the
Company with Promoters, Directors, Key Managerial Personnel or other persons which may
have a potential conflict with the interest of the company.
All such Related Party Transactions have been placed before the Audit
Committee for approval.
The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transactions as approved by the Audit Committee and the Board
of Directors is has been uploaded on the website of the Company at www.lastmileenterprisesltd.com
under investors/policy documents/Related Party Transaction Policy.
The particulars of every contract or arrangements entered into by the
Company with related parties referred to the sub-section (1) of section 188 of the
Companies Act, 2013,
are disclosed in Form No. AOC-2 'Annexure: V' the same forms
part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the
Companies (Accounts) Rules, 2014.
24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review there were loans, guarantees or
investments under section 186 made by the company. Hence , in terms of provisions of
Section 134(3)(g) of the Companies Act 2013, the Particulars of Loans, Guarantees or
Investments under Section 186, is annexed hereto as 'Annexure: IV' and forms part
of this Report.
25. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section 12 of Section 197,
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as
"Annexure V" to the Directors' Report.
B. The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no
employees is paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year
and Rs. 1.02 Cr. Per Annum if employed for the whole year.
26. HUMAN RESOURCES
Your Company treats its "Human Resources" as one of its most
significant assets. The Company continues its focus on retention through employee
engagement initiatives and provides a holistic environment where employees get
opportunities to realize their potential. A number of programs that provide focused people
attention are currently underway. Your Company thrust is on the promotion of talent
internally through job rotation and job enlargement. The Company's Health and Safety
Policy commits to provide a healthy and safe work environment to all employees.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the company which has been approved
by the Board.
The CSR Policy can be accessed from the investors section on the
company's website at the link https://lastmileenterprisesltd.com/ .
The Company is not required to incur any CSR expenditure for the
financial year 2024-25, as the profit of the preceding financial years is ^1,41,29,000,
which is below the threshold limit prescribed under Section 135 of the Companies Act, 2013
for mandatory CSR contributions.
28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
AND REDRESSAL) ACT. 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 the company has setup the Internal
complaints committee and the said committee has framed the policy "Prevention of
Sexual Harassment" on prevention, prohibition and Redressal of complaints related to
sexual harassment of women at the workplace. All women employees whether permanent,
temporary or contractual are covered under the above policy.
Disclosure of complaints during the year:
(a) Number complaints of sexual harassment received in the year: Nil
(b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
However, during the year no complaints were received by the Internal
Complaints committee for sexual harassment from any of the women employees of the company.
29. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961:
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees have been extended the
statutory benefits prescribed under the Act, including paid maternity leave, continuity of
salary and service during the leave period, and post-maternity support such as nursing
breaks and flexible return-to-work options, as applicable. The Company remains committed
to fostering an inclusive and supportive work environment that upholds the rights and
welfare of its women employees in accordance with applicable laws.
30. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company
during the year under review.
31. MANAGEMENT DISCUSSION AND ANALYSIS:
As per corporate governance norms, a separate section on Management
Discussion and
Analysis outlining the business of the Company is set out in Annexure
forming part of this
Report.
32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:
During the year following Material Events took place which is as
follows:
The company has increased the authorised capital of the company
for the purpose of Preferential issue from Rs. 35,50,00,000/-(Rupees Thirty Five Crore and
Fifty Lakhs Only) divided into 3,55,00,000 (Three Crore and Fifty five Lakhs) Equity
Shares of Rs.10 each to Rs. 40,00,00,000/-(Rupees Forty Crore Only) divided into
4,00,00,000 (Four Crore) Equity Shares of Rs.10 each on 21st April,2024 through
Postal Ballot.
The company has issued 36,50,467 shares and 10,21,500 warrants
on Preferential basis as the company requires additional funds to carry out its business
activity for long term working capital requirements and general corporate purpose to
augment the growth and improve the financial performance of the company. The Listing
approval was granted on 27th May, 2024 and trading approval for the same was
granted on 20th June, 2024.
30,000 warrants allotted on 22nd January,2024 has
been converted into Shares on 8th April,2024. The Listing approval was
granted on 2nd May, 2024 and trading approval for the same was granted on 7th
May, 2024.
2,00,000 warrants allotted on 22nd January,2024 has
converted into Shares on 10th June,2024. The Listing approval was
granted on 15th July, 2024 and trading approval for the same was granted on 24th
July, 2024.
24,70,000 warrants allotted on 03rd april,2023 and 06th
Aril,2023 has converted into Shares on 12th June,2024. The Listing
approval was granted on 23rd July, 2024 and trading approval for the same was
granted on 31st July, 2024.
The company has acquired 51% stake in Fair lane Realty Limited
which is in the business of the vehicle for future real estate projects it is
contemplating to develop.
30,000 warrants allotted on 22nd January,2024 has
been converted into Shares on 28th December,2024. The Listing approval
was granted on 20th March, 2025 and trading approval for the same was granted
on 01st April, 2025.
41,32,500 warrants allotted on 03rd april,2023 and 06th
Aril,2023 has been converted into Shares on 31st August,2024. The
Listing approval was granted on 6th December, 2024 and trading approval for the
same was granted on 9th January, 2025.
76,67,500 warrants allotted on 03rd april,2023 and 06th
Aril,2023 has been converted into Shares on 13th February,2025. The
Listing approval was granted on 13th February,2025 and trading approval for the
same was granted on 27th February, 2025.
The Company proposed a subdivision of equity shares from ^10
each to ^1 each, approved by the Board on January 16, 2025. Shareholders approved the
proposal via postal ballot on February 22, 2025, and the record date for the subdivision
was fixed as March 21, 2025.
During the year the company has also subscribed 51% share in the
Last mile strategies Private Limited on 20th December,2024.
33. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status and Company's operation in
future.
34. RISK MANAGEMENT
Your Company has developed and implemented a Risk Management Policy
which includes identification of elements of risk, if any, which in the opinion of the
Board, may threaten the existence of the Company. Your Company has a risk identification
and management framework appropriate to the size of your Company and the environment under
which it operates. The process involves identifying both external and internal risks and
the readiness to respond to extreme risks like calamities and disasters. Risks are being
continuously identified in relation to business strategy, business continuity/contingency
plans, operations and transactions, statutory / legal compliance, financial reporting,
information technology system, cyber security and overall internal control framework.
35. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY:
The company has two subsidiary companies as mentioned below and all the
other details as per attached in AOC-1.
i. Damson Technologies Private Limited
ii. Fair Lane Realty Limited
iii. Last Mile Strategies Private Limited
36. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirement under 134(3)(c) and Section 134(5) of the
Companies Act, 2013 (Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st
March, 2025, the applicable accounting standards read with requirement set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
(b) the Directors have 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 as at March 31, 2025
and of the profit of the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis;
(e) the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and are
operating effectively and
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
37. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude and sincere
appreciation for the assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and members during the year under
review.
Your Directors would like to express a profound sense of appreciation
for the commitment shown by the employees in supporting the Company in its continued
robust performance on all fronts.
| Place: AHMEDABAD |
BY ORDER OF THE BOARD OF DIRECTORS, |
| Date: 11/08/2025 |
FOR, LAST MILE ENTERPRISES LIMITED |
|
(Formerly Known as Trans Financial
Resources Limited) |
|
Sd/- |
|
MR. HEMRAJSINH VAGHELA |
|
DIRECTOR |
|
(DIN- 00287055) |
|