Interim Order in the matter of LS Industries Limited

Under Section 11(1), 11(4) and 11B(1) of the Securities and Exchange Board of India Act, 1992

In respect of:

Sr. No. Name of the Noticee PAN 1 LS Industries Limited AAACL1987E 2 Jahangir Panikkaveettil Perumbarambathu ASHPM4547P 3 Profound Finance Pvt. Ltd. AACCC2700J 4 Suresh Goyal AANPG7006M 5 Alka Sahni ABLPS8090C 6 Shashi Kant Sahni HUF ABEHS1674K (The aforesaid entities are hereinafter individually referred to by their respective names/Noticee No. and collectively as “Noticees” unless the context specifies otherwise).

In the matter of LS Industries Limited Background 1. LS Industries Limited (“LSIL”/ “Company”) is a public limited company engaged in the textiles business. A snapshot of the relevant details of LSIL are as under:

Name of Company LS Industries Limited (previously known as “Lifestyle Fabrics Ltd.” till 2009) Date of incorporation November 26, 1993 Registered address Village Bairsen, P.O. Manjholi, Solan, Tehsil Nalagarh, Himachal Pradesh, India - 174101 Listed on BSE Ltd. (BSE)

Interim Order in the matter of LS Industries Limited.

Date of Listing on BSE November 17, 1994 (Trading suspended on December 30, 2013 due to penal reasons, suspension revoked on July 23, 2024) Paid-up equity capital (as at end of Rs. 84.88 crore Dec 2024 quarter) Shareholding pattern Promoters: 74.28% Public: 24.39% FIIs: 1.32% DIIs: 0.02% Market capitalization (as on February Rs. 5768 crore 10, 2025) Closing price per share (as on Rs. 67.95 (Face value: Re. 1/- per share) February 10, 2025)

2. Based on an article titled “Mystery of A Zero Revenue Company With Rs. 5500 Crore Market Valuation” published in NDTV Profit on February 3, 2025, SEBI decided to examine the matter. A quick check on screener.in suggested that something was amiss. As the price movement in the scrip of LSIL did not appear consistent with the reported financials of the company, the matter was taken up for examination in order to ascertain whether there was any violation of the provisions of securities laws including the SEBI Act, 1992 (“SEBI Act”), SEBI (Prohibition of Fraudulent and Unfair Trade Practices in Securities Markets) Regulations, 2003 (“PFUTP Regulations”) and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”). Price movement in the scrip

3. It was observed that post revocation of suspension of trading in the scrip of LSIL, the share price moved from Rs. 22.50 to a high of Rs. 267.50 between July 23, 2024 and September 27, 2024, i.e., an increase of 1089% within a period of just over two months. Thereafter, the share price started falling and touched a low of Rs. 42.39 on November 21, 2024, a fall of 84.15% from its high. The price again started increasing and within one month rose to Rs. 136.87 on December 23, 2024, i.e., an increase of 223% from its recent low of Rs. 42.39. The aforesaid fluctuation in the price of the scrip is pictorially represented as follows:

(Source: www.screener.in)

Findings of the examination 4. As per the financial statements of LSIL as published on the BSE website, it was observed that the company reported negligible revenue in the last three financial years and last three quarters ending on June 30, 2024 (Q1 FY25), September 30, 2024 (Q2 FY25) and December 31, 2024 (Q3 FY25). A brief summary of the financial results of LSIL from FY22 onwards, as available on the BSE website, are as under: (Amounts in Rs. crore) Particulars FY 2021-22 FY 2022-23 FY 2023-24 Sales/Revenue from 0.43 0.45 0.45 Operations (A) Other Income (B) 0.08 0.08 0.13 Total Income (A+B) 0.51 0.53 0.58 Cost of material consumed 0.00 0.00 0.00 (C) Purchase of Inventory (D) 0.00 0.00 0.00 Other Expenses (E) 2.20 9.03 3.62 Total Expenses (C+D+E) 2.20 9.03 3.62 Profit (Loss) Before Tax (1.69) (8.50) (3.04) Profit (Loss) After Tax (2.04) (8.83) (3.32)

For the three quarters ended June/September/December 2024, the key financials were as under: Particulars Q.E. June 2024 Q.E. September Q.E. December 2024 2024 Sales/Revenue from 0.00 0.01 0.00 Operations (A) Other Income (B) 0.13 0.10 3.50 Total Income (A+B) 0.13 0.11 3.50 Cost of material consumed 0.00 0.00 0.00 (C) Purchase of Inventory (D) 0.00 0.00 0.00 Other Expenses (E) 22.53 0.61 0.30 Total Expenses (C+D+E) 22.53 0.61 0.30 Profit Before Tax (22.40) (0.50) 3.20 Profit After Tax (22.40) (0.50) 3.20 5. From the table above, it was noted that LSIL reported negligible revenue and NIL cost of material consumed and purchase of inventory during the period from FY22 to FY24 as also for Q1, Q2 and Q3 of FY25. Thus, it appeared that the Company was not doing any business during this period. The Company also consistently reported losses, except for QE December 2024, wherein the Company reported a profit, on account of ‘Other Income’. 6. Further, it was also observed that as against negligible revenues reported by LSIL, its balance sheet comprised of huge amounts of trade receivables, its ‘debtor days’ increased from 118 days in FY11 to 58,416 days in FY24 and its cash from operating activities was either NIL or negative from FY16 to FY24. However, despite such poor health of the financials of LSIL, its market capitalization peaked to Rs. 22,700 crore on September 27, 2024, highlighting the stark disconnect between the market capitalization and the fundamentals of the company. Corporate announcements by LSIL 7. As the financials of LSIL did not seem to explain the dramatic rise in the scrip price, corporate announcements made by LSIL were also analysed during the period from July 23, 2024 to February 04, 2025. A summary of the major corporate announcements by the Company is as follows:

(a) Venturing into ‘AI Tech’ industry and approval for change of name of the Company as “AI Tech Limited” on October 7, 2024; (b) Appointment of foreign nationals on the LSIL Board, viz., Mr. Bartlomiej Zbigniew Szczudlowski and Ms. Tan Chiew Kek on October 7, 2024; (c) Incorporation of a foreign subsidiary in Dubai in the field of Robo Chefs, AI Tech and Hydroponics Farming on November 14, 2024; (d) Acquisition of 75% equity share in an Indian company, viz., Robochef India Private Limited that deals in Robotic chefs and AI enabled machines, technology, Hydroponic Farming, etc. on November 14, 2024; (e) Alteration in Object clause of the company to carry on the business of research, design, develop and manufacture of robotic and AI-enabled machines for the food and beverages sector, setting up sustainable farms across India, UAE, Singapore, and Europe using the advanced agricultural technologies, etc. on November 14, 2024; (f) Approval for providing an inter-corporate loan of Rs. 25 crore to M/s SB Infosoft India Private Limited on December 2, 2024. 8. It was observed that majority of the aforesaid corporate announcements were made by LSIL in the months of October, November and December 2024. The price of the scrip of LSIL, however, had already touched its peak of Rs. 267.50 on September 27, 2024. It was observed that the scrip price was not influenced either by the financials or by the positive corporate announcements and therefore, the trade data of shares of LSIL was analysed.

Analysis of trade data 9. The trading data of the Company was analysed in following patches: Patch Period From Period To Type Price at the Start Price at the End I 23/07/2024 27/09/2024 Price Rise Rs.22.50 Rs.242.10 II 30/09/2024 21/11/2024 Price Fall Rs.230.00 Rs.46.85 III 22/11/2024 23/12/2024 Price Rise Rs.49.19 Rs.136.87 IV 24/12/2024 04/02/2025 Price Fall Rs.130.50 Rs.68.29 Patch-I 10. On analysis of trade data for Patch-1, it was noted that immediately after revocation of suspension of trading on July 23, 2024, the share of the Company opened daily in upper circuit limits, i.e., +5% or +10% and within a short span of 48 trading days, it reached an intraday high of Rs. 267.50 on September 27, 2024. It was also observed that during July 23, 2024 to September 27, 2024, the following entities contributed to 80% of price rise through first trades: Buyer name Total Number Traded Number Of Net LTP Positive LTP Of First Quantity of First Trades Trades First Trades At Positive LTP Jigam Shashikant 10 8377 10 39.69 39.69 Gandhi Paresh Dhirajlal 9 4512 9 31.53 31.53 Shah Ruchira Goyal 8 2150 7 18.34 18.34 Multiplier Share & 6 7664 6 35.58 35.58 Stock Advisors Private Limited BP Fin trade 3 300 3 14.13 14.13 Private Limited Ayush Garg 2 9 2 13.61 13.61 Santosh Kumar 2 90 2 17.50 17.50 Singh Vani Padamati 1 71 1 12.10 12.10 Amit Sharma 1 12 1 11.55 11.55 42 23185 41 194.03 194.03 48 24422 47 243.18 243.18 (Source: Trade Log provided by BSE) 11. The trading pattern of the aforesaid entities was found to be suspicious as they placed daily buy orders at 09:00:00 AM at upper circuit limits, when there were no sell orders in the scrip which resulted in increase of share price as tabulated below: Trade Date Buyer Buyer order time Seller Order Time Trade Time 23/07/2024 Ruchira Goyal 09:00:00.001935 09:15:12.549263 09:44:06.000094 24/07/2024 Paresh Dhirajlal Shah 09:00:00.001406 09:58:16.677883 09:58:16.677883 25/07/2024 Paresh Dhirajlal Shah 09:00:00.001641 09:20:51.314407 09:20:51.314407 26/07/2024 Paresh Dhirajlal Shah 09:00:00.001765 09:18:51.517081 09:18:51.517081 29/07/2024 Paresh Dhirajlal Shah 09:00:00.002684 09:00:00.195277 09:07:06.000040 30/07/2024 Paresh Dhirajlal Shah 09:00:00.001821 09:33:19.952044 09:33:19.952044 31/07/2024 Ruchira Goyal 09:00:00.001789 09:58:10.058652 09:58:10.058652 01/08/2024 Jigam Shashikant Gandhi 09:00:00.001343 09:15:01.195545 09:15:01.195545 02/08/2024 Ruchira Goyal 09:00:00.002315 10:12:31.007209 10:12:31.007209 05/08/2024 Ruchira Goyal 09:00:00.001518 09:00:03.455842 09:07:09.000112 06/08/2024 Ruchira Goyal 09:00:00.001216 09:16:30.335924 09:16:30.335924 07/08/2024 Jigam Shashikant Gandhi 09:00:00.001640 09:47:13.561342 09:47:13.561342 08/08/2024 Ruchira Goyal 09:00:00.001261 09:16:01.445841 09:16:01.445841

Trade Date Buyer Buyer order time Seller Order Time Trade Time 09/08/2024 Bp Fintrade Private Limited 09:00:00.002255 09:43:12.588846 09:43:12.588846 12/08/2024 Ruchira Goyal 09:00:00.001611 09:19:25.813971 09:19:25.813971 13/08/2024 Jigam Shashikant Gandhi 09:00:00.001746 10:22:20.743559 10:22:20.743559 14/08/2024 Ruchira Goyal 09:00:00.001704 09:45:09.475775 09:45:09.475775 16/08/2024 Jigam Shashikant Gandhi 09:00:00.002452 09:00:00.002647 09:07:11.000109 19/08/2024 Jigam Shashikant Gandhi 09:00:00.002216 09:05:36.217319 09:07:14.000191 20/08/2024 Jigam Shashikant Gandhi 09:00:00.001890 09:00:00.002821 09:07:15.000091 Multiplier Share & Stock 21/08/2024 Advisors Private Limited 09:00:00.001906 09:00:01.059241 09:07:07.000117 22/08/2024 Jigam Shashikant Gandhi 09:00:00.001698 09:00:01.077546 09:07:06.000088 Multiplier Share & Stock 23/08/2024 Advisors Private Limited 09:00:00.010672 09:15:02.426160 09:15:02.426160 26/08/2024 Jigam Shashikant Gandhi 09:00:00.001974 09:15:00.190157 09:15:00.190157 27/08/2024 Paresh Dhirajlal Shah 09:00:00.001400 09:00:01.063209 09:07:14.000220 Multiplier Share & Stock 28/08/2024 Advisors Private Limited 09:00:00.002730 09:00:06.551378 09:07:12.000079 Multiplier Share & Stock 29/08/2024 Advisors Private Limited 09:00:00.003317 09:00:08.381540 09:07:07.000097 30/08/2024 Paresh Dhirajlal Shah 09:00:00.001999 09:00:00.004027 09:07:07.000080 02/09/2024 Ayush Garg 09:00:00.054927 09:00:07.278789 09:07:10.000164 03/09/2024 BP Fintrade Private Limited 09:00:00.003929 09:06:45.879143 09:07:10.000098 Muhammed Shahabas 04/09/2024 Puthukkottu Kuzhiyil 09:00:00.058553 09:00:00.048445 09:07:13.000033 05/09/2024 Umehabiba Inklab Khan 09:00:00.008938 09:00:13.334415 09:07:08.000044 06/09/2024 Paresh Dhirajlal Shah 09:00:00.001563 09:06:14.162465 09:07:06.000036 09/09/2024 BP Fintrade Private Limited 09:00:00.014692 09:02:10.854621 09:07:06.000036 Multiplier Share & Stock 10/09/2024 Advisors Private Limited 09:00:00.004762 09:00:00.125274 09:07:11.000038 11/09/2024 Jigam Shashikant Gandhi 09:00:00.002229 09:00:03.749132 09:07:08.000035 12/09/2024 Jigam Shashikant Gandhi 09:00:00.007346 09:02:27.517963 09:07:09.000062 13/09/2024 Santosh Kumar Singh 09:00:03.040183 09:00:04.042687 09:07:11.000036 16/09/2024 Sharat.

09:00:00.021157 09:00:14.216935 09:07:15.000096 17/09/2024 Ayush Garg 09:00:00.023220 09:00:01.031921 09:07:10.000041 18/09/2024 Vikas Kalra 09:00:00.174553 09:00:11.579028 09:07:12.000052 19/09/2024 Udhayashree Gnanasekar 09:00:00.052703 09:00:05.687338 09:07:09.000038 20/09/2024 Paresh Dhirajlal Shah 09:00:00.002737 09:00:09.348559 09:07:11.000033 23/09/2024 Santosh Kumar Singh 09:00:00.016113 09:00:02.026231 09:07:13.000075 24/09/2024 Shibi Muthusamy Shanthi 09:00:00.058240 09:00:02.310347 09:07:12.000038 25/09/2024 Amit Sharma 09:00:00.035940 09:00:02.009248 09:07:09.000031 26/09/2024 Vani Padamati 09:00:00.037121 09:00:02.421883 09:07:08.000063 Multiplier Share & Stock 27/09/2024 Advisors Private Limited 09:00:00.005347 09:00:04.790027 09:07:13.000037 (Source: Trade Log provided by BSE) 12. It was observed that due to aforesaid trading pattern, share price of the Company increased from Rs.22.50 on July 23, 2024 to Rs.267.50 on September 27, 2024, i.e., an increase of almost 11 times within a short span of 2 months.

Patch-II 13. Thereafter, from the very next day, share price started falling and the scrip opened with daily lower circuit limits, i.e., -5%. In this manner, within a short span of 36 trading days, the share price fell to Rs.42.39 on November 21, 2024. The following entities contributed to 100% of price fall through their first trades: Seller Name Total Number Traded Number Of Net LTP Negative LTP Of First Trades Quantity of First Trades At First Trades Negative LTP Multiplier Share 25 3265 25 -137.32 -137.32 & Stock Advisors Private Limited Paresh Dhirajlal 3 522 3 -16.35 -16.35 Shah Setu Securities 2 2 2 -18.05 -18.05 Pvt. Ltd. Ruchira Goyal 1 39 1 -12.10 -12.10 Deep Mala 1 6 0 6.50 0.00 Minhaj 1 20 1 -8.45 -8.45 Adukkath Parambath Arif Rabakavi 1 80 1 -6.20 -6.20 Vinod Kumari 1 1000 1 -1.76 -1.76 Afreena K T 1 176 1 -4.80 -4.80 36 5110 35 -198.53 -205.03 36 5110 35 -198.53 -205.03 (Source: Trade Log provided by BSE) 14. It was noted from above table that Multiplier Share & Stock Advisors Private Limited, Paresh Dhirajlal Shah and Ruchira Goyal, who were top positive LTP contributors in Patch-1 and were instrumental in price rise, were top negative LTP contributors in Patch-2 and were instrumental in the price fall. The trading pattern of aforesaid entities was also found to be suspicious as they placed daily sell orders at 09:00:00 at lower circuit limits, when there were no buy orders in the scrip which resulted in the fall of share price as tabulated below: Trade Date Seller Seller Order Time Buyer order time Trade Time 30/09/2024 Ruchira Goyal 09:00:00.004893 09:00:04.229565 09:07:09.000090 01/10/2024 Setu Securities Pvt. Ltd. 09:00:00.003389 09:00:08.133686 09:07:14.000035 Multiplier Share & Stock Advisors 03/10/2024 Private Limited 09:00:00.001362 09:00:06.600676 09:07:07.000039 Multiplier Share & Stock Advisors 04/10/2024 Private Limited 09:00:00.002322 09:00:05.913431 09:07:08.000034 Multiplier Share & Stock Advisors 07/10/2024 Private Limited 09:00:00.001785 09:00:21.288670 09:07:08.000049

Trade Date Seller Seller Order Time Buyer order time Trade Time Multiplier Share & Stock Advisors 08/10/2024 Private Limited 09:00:00.002218 09:15:07.630771 09:15:07.630771 Multiplier Share & Stock Advisors 09/10/2024 Private Limited 09:00:00.001559 09:00:04.840687 09:07:07.000050 10/10/2024 Minhaj Adukkath Parambath 09:00:00.002175 09:00:07.327360 09:07:08.000041 Multiplier Share & Stock Advisors 11/10/2024 Private Limited 09:00:00.003734 09:00:09.096109 09:07:10.000034 Multiplier Share & Stock Advisors 14/10/2024 Private Limited 09:00:00.002402 09:00:09.697873 09:07:10.000038 Multiplier Share & Stock Advisors 15/10/2024 Private Limited 09:00:00.002062 09:02:25.655122 09:07:13.000043 Multiplier Share & Stock Advisors 16/10/2024 Private Limited 09:00:00.002296 09:00:03.034261 09:07:12.000041 17/10/2024 Setu Securities Pvt. Ltd. 09:00:00.001607 09:00:03.276517 09:07:10.000049 18/10/2024 Arif Rabakavi 09:00:00.015413 09:00:00.967156 09:07:13.000037 21/10/2024 Deep Mala 09:00:01.572569 09:00:00.058838 09:07:09.000041 22/10/2024 Paresh Dhirajlal Shah 09:00:00.001958 09:00:04.957476 09:07:14.000041 23/10/2024 Paresh Dhirajlal Shah 09:00:00.001554 09:04:40.528069 09:07:08.000357 Multiplier Share & Stock Advisors 24/10/2024 Private Limited 09:00:00.001348 09:00:15.755927 09:07:07.000036 Multiplier Share & Stock Advisors 25/10/2024 Private Limited 09:00:00.001311 09:00:12.892447 09:07:06.000033 Multiplier Share & Stock Advisors 28/10/2024 Private Limited 09:00:00.003123 09:00:10.631159 09:07:10.004428 29/10/2024 Afreena K T 09:00:00.001861 09:00:35.648401 09:07:14.001761 Multiplier Share & Stock Advisors 30/10/2024 Private Limited 09:00:00.007006 09:06:35.058187 09:07:08.001740 31/10/2024 Paresh Dhirajlal Shah 09:00:00.001467 09:00:03.265385 09:07:11.001604 Multiplier Share & Stock Advisors 01/11/2024 Private Limited 17:45:00.005407 17:48:46.664302 17:52:11.001839 Multiplier Share & Stock Advisors 04/11/2024 Private Limited 09:00:00.001941 09:00:12.643387 09:07:14.003042 Multiplier Share & Stock Advisors 05/11/2024 Private Limited 09:00:00.001485 09:00:04.942453 09:07:11.001671 Multiplier Share & Stock Advisors 06/11/2024 Private Limited 09:00:00.004027 09:00:01.661984 09:07:08.001696 Multiplier Share & Stock Advisors 07/11/2024 Private Limited 09:00:00.002328 09:00:58.532897 09:07:07.005122 Multiplier Share & Stock Advisors 08/11/2024 Private Limited 09:00:00.002159 09:00:02.539950 09:07:06.001616 Multiplier Share & Stock Advisors 11/11/2024 Private Limited 09:00:00.001595 09:00:15.181761 09:07:11.002338 Multiplier Share & Stock Advisors 12/11/2024 Private Limited 09:00:00.001298 09:00:04.072051 09:07:06.001894 Multiplier Share & Stock Advisors 13/11/2024 Private Limited 09:00:00.001460 09:00:04.377741 09:07:14.001791 Multiplier Share & Stock Advisors 14/11/2024 Private Limited 09:00:00.001687 09:00:04.946210 09:07:10.001859 Multiplier Share & Stock Advisors 18/11/2024 Private Limited 09:00:00.002587 09:00:07.070760 09:07:13.004099 19/11/2024 Vinod Kumari 09:00:00.056210 09:00:46.967357 09:07:07.001400 Multiplier Share & Stock Advisors 21/11/2024 Private Limited 09:00:00.004446 09:00:10.254670 09:07:07.002737

It was observed that due to aforesaid trading pattern, share price of the Company fell from Rs.242.10 on September 27, 2024 to Rs.42.39 on November 21, 2024. Patch-III 15. Multiplier Share & Stock Advisors Private Limited and Paresh Dhirajlal Shah were instrumental in increasing the share price of the Company in Patch-III through first trades on similar lines as outlined for Patch-I. Therefore, the aforesaid repeated trading pattern of Multiplier Share & Stock Advisors Private Limited, Setu Securities Pvt. Ltd., Paresh Dhirajlal Shah and Ruchira Goyal cannot be serendipitous. The same needs detailed investigation. Shareholding pattern of LSIL 16. As the trading pattern was found to be suspicious, shareholding pattern of the Company was also examined. It was noted that on October 12, 2022, one public shareholder and ex-director of the Company namely “Suet Meng Chay” holding 10,28,82,050 shares of the Company (equivalent to 12.12% of entire shareholding of the Company), transferred entire shareholding in an off-market transaction to one “Jahangir Panikkaveettil Perumbarambathu” (hereinafter referred as “JPP/Jahangir”), an NRI residing in Dubai. At that point of time, trading in the scrip had been suspended since December 30, 2013 and the Company was not having any operations. 17. At the time of suspension of trading in the scrip, i.e., on December 30, 2013, the share price of the Company was Rs. 15 per share. Accordingly, the shares transferred in off-market by “Suet Meng Chay” to JPP were worth not less than Rs. 154.32 crore calculated at the last available share price of Rs.15/-. Shockingly, it was noted that the aforesaid off-market transfer took place only at Rs. 75 (USD 1) as per the share transfer agreement provided by NSDL which is reproduced as follows:

18. JPP, thus, received 10,28,82,050 shares of the Company for a token value of USD 1. As JPP was declared a public shareholder by the Company, it was strange that shares, which were worth millions of dollars/ many crores on the date of transfer, i.e., October 12, 2022 would be given almost free of cost to some stranger. On October 12, 2022, the 10,28,82,050 shares given to JPP were valued at least the following: a. If face value is considered - Rs.10,28,82,050 (10,28,82,050 * Rs. 1 - Face Value); b. If market value is considered – Rs. 154,32,30,750 (10,28,82,050 * Rs. 15 -closing price on December 30, 2013 and ISIN value as per NSDL). 19. Further, it was also noted that on September 27, 2024 when share price of LSIL touched a high of Rs. 267.50, the shares of JPP that were purchased for Rs. 75/ USD 1 were worth Rs. 2752 crore (10,28,82,050 * Rs. 267.50) or USD 328.60 million (USD-INR conversion rate of 83.75). 20. In view of same, in order to understand whether JPP was a regular trader or whether he was having other investments in the capital market, further examination was carried out.

On examination of the same, it was noted that between January 01, 2022 till January 31, 2025, except buying of 10,28,82,050 shares of LSIL in off-market, and selling 1,06,500 shares of LSIL in the market and buying 48 shares of Jio Financial Services Ltd, JPP had not traded in any other securities. Further, he had no other investments in equity shares. His KYC details also indicated that he was an employee of “Dutch Oriental Mega Yatch LLC, Dubai” where he was working as “Administration Manager”. 21. Since it is highly unlikely for an employee to receive benevolence worth multiple crores, further analysis was carried out and the preliminary examination revealed that JPP was a promoter connected entity. 22. It was noted that promoter of LSIL, M/s Profound Finance Pvt. Ltd., is owned by Mr. Dharam Pal Goel and Mr. Ramesh Chander. Ms. Sudesh Goel is wife of Dharam Pal Goel and she is family member of Mr. Ramesh Chander. She is also sister of one Mr. Om Prakash, who is father of Mr. Ashish Garg. Mr. Ashish Garg is a facebook friend of Mr. JPP. 23. Further, as per website of Robochef India Private Limited (“Robochef”), viz., www.robochef.com (in which LSIL announced acquisition of 75% stake), JPP is “Director Operations” for UAE and Ashish Garg is “VP Operations” in India.

Further, it was also observed that, Robochef is owned by Mr. Chandan Sahni and Mr. Karan Goyal. LSIL in its corporate announcement dated November 14, 2024 mentioned that Robochef is a startup, hence it has no current revenue. However, it was noted that the said company had no operations in India. Further, contrary to positive news of acquisition of stake by LSIL in Robochef, India, father of Karan Goyal (Mr. Suresh Goyal) and family members of Chandan Sahni (Alka Sahni and Shashi Kant Sahni HUF) purchased/sold shares of LSIL in the following manner: Name of No. of Average Sell Period of No. of shares Average Buy Period of Entity shares sold Rate Sell purchased Rate Purchase Suresh Goyal 1,68,850 163.15 21/08/2024 to Nil Nil Nil 27/09/2024 Alka Sahni 18,779 118.25 18/10/2024 * 10,000 42.39 21/11/2024 * Shashi Kant 9,350 131.73 17/09/2024 & 9,350 106.25 29/08/2024, Sahni HUF 18/10/2024 11/09/2024 & 12/09/2024 (Alka Sahni was already holding shares of LSIL on October 18, 2024 and had bought additional shares on November 21, 2024)

24. The connection details of various entities are as follows:

(Source: www.robochef.com )

25. In view of the above, it was noted that the Company and its promoter devised a scheme in which ex-director of the Company, Ms. Suet Meng Chay, first transferred 12.12% holding of the Company for just USD1 to JPP, then entities namely Multiplier Share & Stock Advisors Private Limited, Setu Securities Pvt. Ltd., Paresh Dhirajlal Shah and Ruchira Goyal caused the sudden spike and fall in the share price of the Company. Further, contrary to all the positive announcements made by the Company, when share price touched its high of Rs.267.50 on September 27, 2024, JPP sold some of his shares at Rs.267.50. The trading pattern of JPP also indicated that he sold most of his shares only during the period when there was price rise, i.e., in Patch-I and Patch-III. The details of same are as follows: DATE Selling Price Qty. Sold Value of shares sold 27/09/2024 267.50 11,000 29,42,500.00 18/10/2024 130.65 2,500 3,26,625.00 26/11/2024 54.22 5,000 2,71,100.00 27/11/2024 56.93 5,000 2,84,650.00 28/11/2024 59.77 5,000 2,98,850.00 02/12/2024 65.88 10,000 6,58,800.00 03/12/2024 69.17 8,000 5,53,360.00 04/12/2024 72.62 10,000 7,26,200.00 10/12/2024 88.26 10,000 8,82,600.00 11/12/2024 92.67 5,000 4,63,350.00 12/12/2024 97.30 5,000 4,86,500.00 13/12/2024 102.16 5,000 5,10,800.00

DATE Selling Price Qty. Sold Value of shares sold 16/12/2024 107.26 5,000 5,36,300.00 17/12/2024 112.62 5,000 5,63,100.00 18/12/2024 118.25 5,000 5,91,250.00 19/12/2024 124.16 5,000 6,20,800.00 23/12/2024 136.87 5,000 6,84,350.00 Grand Total 1,06,500 1,14,01,135.00 26. In view of the above facts, it was prima facie observed that LSIL, its promoter, viz., Profound Finance Pvt. Ltd., JPP, Suresh Goyal, Alka Sahni and Shashi Kant Sahni HUF were part of a manipulative scheme designed to defraud the investors. Accordingly, they are alleged to have prima facie violated the provisions of section 12A(a), (b) and (c) of SEBI Act, 1992 read with regulation 3(a), (b), (c), (d) and 4(1), 4(2)(a), 4(2)(b) and (e) of PFUTP Regulations. 27. Further, on analysis of bank statements of JPP, it was observed that soon after selling his shares, he remitted following funds to Dubai: Date of Remittance Amount (In INR) Amount (In AED) 21/10/2024 21,29,747.94 91,500 25/10/2024 6,97,864.78 30,000 09/01/2025 21,30,842.82 90,000 10/01/2025 21,32,643.14 90,000 Total 70,91,098.68 3,01,500

28. Therefore, out of 10,28,82,050 shares received by JPP for USD1, he sold a fraction of shares, i.e., 1,06,500 shares and made Rs.1.14 crore. As of February 10, 2025, he is still holding shares worth Rs. 698 crore (10,27,75,550 * Rs. 67.95, i.e., closing price of February 10, 2025). 29. Further, trading pattern of Suresh Goyal (Father of Karan Goyal) was also found to be suspicious. It was noted that he sold shares only during the Patch-I, where huge price rise was seen. It was seen that in Patch-I, a total of 5,62,457 shares were traded, out of which 30% shares, viz., 1,68,850 shares were sold by Mr. Suresh Goyal alone. As there was no liquidity in the scrip, Suresh Goyal was found to bring liquidity in the scrip. The trade details of Suresh Goyal is subject to detailed investigation.

Need for interim directions

30. The facts emerging out of the instant case present an intriguing situation where shares of a listed company having NIL revenue and no business activity for the past many years have traded / are trading at prices giving the Company a market capitalization worth thousands of crores. 31. What has added more intrigue to the story is the fact that an ex-Director of the Company, having 12.12% shares, nominally valued at Rs.10.28 crore in total, sold the entire shareholding to an NRI for a token amount of one dollar only, allowing the new shareholder to have astronomical paper wealth in a short period of time. At the Dollar-Rupee conversion rate of Rs.83.75, this made the purchaser richer by USD 328.60 million (Rs. 2752 crore) at the Company’s peak market capitalization of Rs. 22,700 crore. The said transaction not only appears to be too good to be true, but also raises possibility of FEMA violations. 32. Apart from the above, the facts of the case raise other red flags, which cannot be overlooked. While the Company has declared its intention to acquire Robochef, certain relatives of directors of Robochef (Noticees 4 to 6), who are also the shareholders of LSIL, have utilized this opportunity to dump shares of the Company and have made windfall gains.

Such pattern of trading definitely raises concern regarding more mischief happening behind the scene. 33. While the facts of the case have painted a picture of absurdities and anomalies, the examination by SEBI is still in progress. However, as the proverb goes, “a stitch in time, saves nine”, there is a need to act before another pump and dump happens and more innocent investors, who invest without knowing what is happening behind the scene, lose money and burn their fingers. It is noted that number of public shareholders has increased from 3892 on June 30, 2024 to 6106 on December 31, 2024. 34. Before the Noticees are able to offload their holding in any significant manner, it is imperative to take preventive action to protect market integrity and investor interest. Unless SEBI acts fast, there is a real risk of the Noticees off-loading their shares at the cost of investors, who get drawn to the shares of the Company seeing high valuations and volumes and would end up getting duped and taken for a ride. Faced with this piquant situation, I feel no hesitation in intervening in the matter at this stage by way of an interim order.

In my opinion, it is a fit case where the regulator should intervene to safeguard investors. Further, action needs to be taken promptly to prevent more money leaving the shores of India through sale of shares by the NRI shareholder. Accordingly, I proceed to issue interim directions in this matter, pending further examination by SEBI.

35. At the same time, I deem it fit to sound a note of caution for the investors. It is noted that the investors at times act in a manner bereft of any caution or rationale. Investors in blind pursuit of profit through investment in a company without any fundamentals are like children following the proverbial pied-piper of Hamelin. Markets can be generous at times but cannot be so generous to give outlandish gains. In a market where unscrupulous elements seem to be casting their net wide by indulging in various manipulative practices, the investors must not allow the lure of easy profits get the better of them.

Order 36. Keeping in view the foregoing, I, in exercise of the powers conferred upon me under sections 11, 11(4) and 11B(1) read with section 19 of the SEBI Act, hereby issue the following directions, which shall be in force until further orders: a. Noticee 2 to 6 are hereby restrained from buying, selling or dealing in the shares of LSIL either directly or indirectly, in any manner whatsoever until further orders. The said Noticees are permitted to settle the pay-in and pay-out obligations in respect of transactions, if any, which have taken place before the close of trading on the date of this order.

b. Noticee 1 is hereby restrained from buying, selling or dealing in securities or accessing the capital market either directly or indirectly, in any manner whatsoever until further orders.

c. The alleged unlawful gains of Rs. 1,14,01,135/- accrued to Noticee 2 from sale of shares as part of a prima facie fraudulent scheme, are impounded.

d. Banks where the Noticee 2 is holding bank accounts, including joint accounts, are directed that no debits in his accounts shall be made without permission of SEBI. Further, the Depositories are also directed that no debit shall be made without permission of SEBI in respect of the demat accounts held by him. However, credits, if any, into the accounts maybe allowed. Further, debits in the bank accounts may be allowed for amounts available in the accounts in excess of the amount to be impounded. Banks are allowed to debit the accounts for the purpose of complying with this Order. Banks and the Depositories are directed to ensure that all the aforesaid directions are strictly enforced.

e. Noticee 2 is further directed to provide a full inventory of all his assets whether movable or immovable, or any interest or investment or charge in any of such assets, including property, details of all his bank accounts, demat accounts, holdings of shares/securities if held in physical form and mutual fund investments and details of companies in which he holds substantial or controlling interest immediately but not later than fifteen (15) working days from the date of service of this order.

f. Noticees are directed to co-operate with SEBI’s investigation by furnishing all relevant information. 37. A detailed investigation by SEBI in the matter is hereby directed, and may be completed expeditiously, i.e., by May 15, 2025.

38. The above directions shall take effect immediately and shall be in force until further orders.

39. The findings contained in this Order are made on the basis of the material available on record. The Noticees may, within 21 days from the date of receipt of this Order, file its reply/ objections, if any, to this Order and may also indicate whether they desire to avail an opportunity of personal hearing on a date and time to be fixed in that regard.

40. This order is without prejudice to the right of SEBI to take any other action that may be initiated against the Noticees in accordance with law.

41. A copy of this order shall be served upon the Noticees, Exchanges, Depositories, RTAs and Banks for necessary action and compliance with the above directions.

DATE: FEBRUARY 11, 2025 ASHWANI BHATIA PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA