Your Directors are pleased to present their report on the business and operations of the Company along with the audited
accounts of the Company for the year ended March 31,2025.

The Directors are pleased to recommend a Final
Dividend of 25% (' 0.50/- per equity share) on the face
value of ' 2/- per share of the Company for the financial
year ended March 31,2025. The Dividend, if approved
by the Members at the ensuing Annual General Meeting,
would result in an outflow of approximately ' 138.76
Mn.

The dividend payout for the year under review is in line
with the Dividend Policy approved and adopted by the
Board of Directors of the Company.

Key financial highlights during the year were as under:

0 Total Revenue from operations increased by

4.26% to ' 29,446.06 Mn against ' 28,241.86 Mn
of the previous year.

0 Earnings before interest, tax, depreciation and
amortisation (EBITDA) increased by 7.29% to
' 3,077.17 Mn against ' 2,868.17 Mn of the
previous year.

0 Profit Before Tax (PBT) decreased by 5.97% to
' 1,654.91 Mn against ' 2,868.17 Mn of the
previous year.

0 Net Profit decreased by 7.34% to ' 1,180.21 Mn
against ' 1,273.70 Mn of the previous year.

7. EMPLOYEE STOCK OPTION SCHEMES:

The Company currently operates two Employee Stock
Option Schemes, as detailed below:

a. Laxmi Employee Stock Option Plan 2020 (Laxmi
ESOP 2020):

Approved by the shareholders on November 24,
2020, Laxmi ESOP 2020 authorises the grant of
up to 6,750,000 stock options, which may result
in the issuance of an equivalent number of equity
shares. The Scheme provides for the issuance
of Employee Stock Options (ESOPs), Thank You
Grants, or Restricted Stock Units (RSUs) to eligible
employees of the Company and its subsidiaries.
The primary objective of this Scheme is to attract,
retain, and motivate employees by rewarding
high performance and fostering long-term
commitment.

b. Laxmi Employee Stock Option Scheme 2024
(Laxmi ESOP 2024 ):

Approved by the shareholders on July 30, 2024,
Laxmi ESOP 2024 provides for the grant of up to
4,250,000 stock options, which may result in the
issuance of an equivalent number of equity shares.
The Scheme is designed to reward and incentivise
eligible employees of the Company and to support
employee retention by recognising exceptional
performance. Further, at the forthcoming 36^th
Annual General Meeting, shareholder approval
is being sought to extend the coverage of this
Scheme to include employees of the Company's
Subsidiaries and Associate Companies as well.

Both Laxmi ESOP 2020 and Laxmi ESOP 2024
are in compliance with the SEBI (Share Based
Employee Benefits) Regulations, 2014. In
accordance with the applicable provisions of the
said Regulations, the details of stock options as
on March 31, 2025, are provided in Annexure "A"
to this Report.

8. FINANCE:

During the year under review, the Company availed
various credit facilities from its existing banking
partners in line with its business requirements. The
Company has remained regular in servicing all its debt
obligations, including the timely payment of interest
and repayment of principal to all lenders.

The Company actively manages a significant foreign
currency portfolio under the oversight of the Finance
Committee of the Board. A comprehensive Foreign
Currency Management Policy and Investment Policy,
approved and periodically reviewed by the Finance
Committee and Board, guides this activity.

During the year under review, the Indian Rupee
depreciated by 2.265% against the US Dollar,
moving from ' 83.3739 on April 01, 2024, to
' 85.5814 on March 31, 2025. The US$/INR
exchange rate fluctuated within a range of
' 82.9512 to ' 87.9563, with an annual realised volatility
of 2.43%, notably higher than the 2.03% volatility
observed in the previous financial year.

). CREDIT RATING:

The Company's financial prudence, disciplined capital
management, and consistent performance have been
recognised by credit rating agencies. Since 2023, the
Company has been rated by India Ratings & Research
Private Limited. During the year under review, the
Company's debt facilities were upgraded, and the
current ratings are as follows:

10. RISK MANAGEMENT & INTERNAL FINANCIAL

CONTROLS:

The Company has established a robust, comprehensive
internal control framework that is well-aligned with
the scale and complexity of its operations. These
controls not only facilitate effective risk identification
and mitigation but also uphold the highest standards
of corporate governance. Our internal financial
controls are well-documented, seamlessly embedded
within operational processes, and tested rigorously
throughout the year. We are pleased to report that no
significant weaknesses were observed in either their
design or implementation.

Assurance on the effectiveness of these controls is
obtained through multiple mechanisms, including
monthly management reviews, control self¬
assessments, ongoing functional monitoring, and
extensive testing by internal auditors. Notably, the
Internal Auditors report independently to the Audit

Committee of the Board, enhancing objectivity in their
evaluations. Their scope includes both the adequacy
of controls and the audit of a substantial portion of
transactions by value.

To further strengthen compliance, the Company has
deployed an internal compliance management tool
that automates processes and generates timely alerts
for statutory obligations. Collectively, these systems
provide a high level of assurance that internal financial
controls are effectively designed and operating as
intended.

Additionally, in accordance with the SEBI Listing
Regulations, 2015, the Company has constituted
a dedicated Risk Management & ESG Governance
Committee. This Committee is responsible for
formulating the Company's Risk Management Plan.
Details of its composition, authority, and terms of
reference are provided in the Corporate Governance
Report.

11. PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE:

The Company's Policy on Prevention of Sexual
Harassment at Workplace is in line with the
requirements of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("Prevention of Sexual Harassment of Women
at Workplace Act") and rules framed thereunder. An
Internal Complaints Committee have also been set
up to redress complaints received regarding sexual
harassment.

During the year under review, no complaints of
sexual harassment were received by the Company.
The Company is committed to providing a safe and
conducive work environment to all of its employees and
associates.

12. PERSONNEL / HUMAN RESOURCES DEVELOPMENT:

Employees are the cornerstone of our Company,
constituting our most valuable asset. Our unwavering
commitment lies in attracting, nurturing, and retaining
top talent. We steadfastly maintain an environment
characterised by openness, camaraderie, and positive
industrial relations, ensuring a conducive workplace for
our employees.

During the year under review, we have introduced
several new initiatives on the Human Resource front,
aimed at further enhancing our employees' experiences
and fostering their professional growth.

i) Training & Development: We encourage

continuous development, empowering our
employees to learn, grow, and succeed.
Committed to supporting both personal and
professional growth, we view this as integral to
achieving individual aspirations and organisation
objectives. We provide upskilling opportunities,
learning programs, and strong managerial

support, encouraging employees to pursue

interests, enhance skills and broaden horizons.

A) Leadership Collaboration Workshop: To

drive long-term organisational success, a
dedicated leadership collaboration initiative
has been launched, engaging the CEO and his
leadership team. This initiative is designed to
foster alignment, enhance teamwork, and
build an integrated leadership approach
that strengthens strategic decision-making.
Through structured workshops, interactive
discussions, the leadership team explores
ways to collaborate effectively, ensuring
transparency and synergy in achieving
business objectives. A key component of this
initiative is the establishment of a continuous
feedback loop, allowing leaders to exchange
insights, address challenges proactively, and
reinforce a culture of trust and accountability.
By integrating this collaborative framework
into the organisation's leadership ethos,
the initiative ensures that decision-makers
work cohesively, inspire their teams, and
drive impactful results that align with the
Company's long-term vision.

B) Leadership Development Program: At Laxmi
we recognise that leadership is the cornerstone
of sustainable growth and business success.
As we continue to expand, it is imperative
that our senior leadership team is equipped
to drive transformation, foster innovation,
and build high-performing teams. LEAP is
an 8-month-long leadership development
intervention that has been designed keeping
in mind the 70:20:10 development model.
To design and implement the program,
we collaborate with a panel of leadership
development experts. LEAP follows a cohort-
based learning approach, incorporating
immersive experiences where external
leaders and organisations provide an 'Outside
In' perspective. Additionally, group coaching is
facilitated to support the practical application

of competencies acquired in workshops. This
program will remain a continuous initiative for
leadership development within the Company.

C) Strengthening Financial Acumen in
Leadership: To strengthen financial literacy
among senior leaders, we introduced an
immersive workshop, Finance for Non¬
Finance: Apples and Oranges Simulation.
This program simplifies complex financial
concepts through an engaging, simulation-
based board game, allowing leaders to
experience financial decision-making
firsthand. By managing a model company
and exploring key financial drivers such as
cash flow, profitability, and working capital,
participants gain practical insights into
strategic trade-offs and business expansion
challenges. This interactive approach bridges
the gap between financial theory and real-
world application, equipping leaders with the
knowledge to drive operational efficiencies,
improve collaboration, and support
sustainable business growth. Through this
initiative, Laxmi is fostering a financially
savvy leadership team, ensuring long-term
success and informed decision-making at
every level.

ii) Internal Communication: T o enhance

communication within the organisation, an
internal platform has been established, led by
an editorial team comprising employees from
various functions. Impromptu is now published
in both English and Marathi, offering insights
into key events across different parts of the
organisation. Additionally, a quarterly Town
Hall format has been established to further
strengthen internal communication. During these
sessions, employees receive updates on business
performance, operational aspects such as Quality
and EHS, and major organisation-wide initiatives,
ensuring transparency and engagement across
teams.

iii) Make Your Mark: Laxmi's Make Your Mark
Rewards & Recognition program has undergone
a remarkable evolution, embracing a value-driven
approach. The core principles of Innovation,
Sustainability, Customer Centricity, and Integrity
now serve as the foundation, shaping the
program's direction and reinforcing behaviours
that define excellence within the organisation.

This transformation marks a new chapter where
recognition is not just about achievements but
about upholding Laxmi's values. By aligning
rewards with these guiding principles, Make Your
Mark ensures that outstanding contributions
resonate with the organisation's vision, fostering
a culture of excellence and purpose.

iv) Employee Engagement - Enhancing HR Through
AI: We are dedicated to enhancing our employee
experience through continuous improvement
efforts. To strengthen the culture of continuous
feedback and to enhance employee engagement,
we launched an AI-powered automated
continuous listening process throughout the
lifecycle of an employee. Through this tool, we
have been actively engaging with employees
to gain valuable insights into their experiences
and provide actionable feedback to us. These
interactions have helped identify key areas for
cultural enhancement, enabling us to create a
more supportive and engaged work environment.

v) Total Rewards Mindset: To build a strong base
for this mindset, it is essential to understand the
external market. A basket of 20 Chemical sector
companies was handpicked based on revenue,
size, focus of work, amongst other parameters
and benchmarked for compensation and other
best practices. This activity helped us to have a
robust compensation philosophy which hinges
on the pillars of 'Pay for performance' and being
'Open, fair and consistent'.

vi) Human Resources Information System
Initiatives: This year, a lot of automation
initiatives were undertaken through HRIS. For
example, the New Hire confirmation process,
employee separation process and Others. Our
performance evaluation methodology, "Checkins"
was implemented through HRIS for all employees.
Other process flows have been optimised as per
evolving processes of recruitment.

vii) National Apprenticeship Promotion Scheme:

At the organisational level, we have created and
implemented a high-quality talent pool through
the National Apprenticeship Promotion Scheme
for entry-level positions. The objective of this
program is to improve bench strength, reduce
the resourcing turnaround time, quality of trained
talent, improve gender diversity, and provide
employment opportunities to entry-level talent.
At the moment, we have engaged more than 140

The financial information of the subsidiary companies,
as required under Section 129(3) of the Companies
Act, 2013, read with the applicable provisions of the
Companies (Accounts) Rules, 2014, is provided in Form
AOC-1, annexed to this report as Annexure “B”.

During the year under review:

* Yellowstone Speciality Chemicals Private
Limited, a wholly owned subsidiary incorporated
in India, was struck off with effect from June 21,
2024, as per the certificate issued by the Ministry
of Corporate Affairs.

* Yellowstone Fine Chemicals Private Limited, also
a wholly owned subsidiary incorporated in India,
was amalgamated with the Company effective

The Policy for Determining Material Subsidiaries is
available on the Company's website at: https://www.
laxmi.com/investors/policies

14. DIRECTORS:

a. Appointment/re-appointment/resignation:

During the year, Mr. Omprakash Venkatswamy
Bundellu (DIN: 00032950), Independent Director
of the Company, retired upon the completion
of his two consecutive terms of five years each.
His retirement became effective at the close of
business hours on July 30, 2024.

At the Board Meeting held on July 01, 2024, the
Board, based on the recommendation of the
Nomination & Remuneration Committee, approved
the appointment of Mr. Vijay Ratnaparkhe (DIN:
03211521) as an Independent Director of the
Company for a term of three years, effective from
July 01,2024, to June 30, 2027. This appointment
was duly approved by the members at the Annual
General Meeting held on July 30, 2024.

Mr. Manish Chokhani (DIN 00204011) completed
his two terms of 10 years as an Independent
Director on July 30, 2024, Thereafter, he was
appointed as a Non-Executive Non-Independent
Director effective from July 31, 2024, with the
approval of the Shareholders at the Annual
General Meeting held on July 30, 2024.

Mr. Ravi Goenka (DIN: 00059267) was re¬
appointed as a Whole-time Director designated
as Executive Chairman, subject to retirement by
rotation, for a tenure of five years, effective from
September 01, 2024, to August 31, 2029 with
the approval of the Shareholders at the Annual
General Meeting held on July 30, 2024.

Mr. Rajeev Goenka, Non-Executive Director (DIN
00059346) and Dr. Rajan Venkatesh, Managing
Director & CEO (DIN 10057058) are scheduled for
retirement by rotation at the upcoming Annual
General Meeting and are eligible for reappointment.
Following a comprehensive performance evaluation
and the recommendation of the Nomination and
Remuneration Committee, the Board proposes
their reappointment.

In line with the Nomination & Remuneration
Committee's recommendation during the Board
meeting held on May 20, 2025, Mr. Harshvardhan
Goenka (DIN 08239696), whose current tenure
as Whole-time Director designated as Executive

Director is going to conclude on October 31,2025,
has been re-appointed by the Board as a Whole¬
time Director designated as Executive Director,
subject to retirement by rotation, for a tenure of
five years, effective from November 01, 2025, to
October 31,2030. The Company is currently in the
process of seeking approval from the Members for
the aforementioned appointment at the upcoming
Annual General Meeting.

Details of the Directors seeking appointment/
reappointment, including profiles of these
Directors, are provided in the Notice convening the
36^th Annual General Meeting of the Company.

Throughout the reviewed period, apart from Mr.
Rajeev Goenka, who serves as a promoter director,
none of the other Non-Executive Directors of the
Company had any significant financial dealings or
transactions with the Company. Their involvement
was limited to receiving sitting fees, any applicable
commissions, and reimbursement of expenses
associated with attending Board or Committee
meetings.

Based on the confirmations received, none of the
Directors are disqualified for appointment under
Section 164(2) of the Companies Act, 2013.

b. Key Managerial Personnel:

In accordance with the provisions of Section
203 of the Companies Act, 2013, and rules made
thereunder, following are the Key Managerial
Personnel of the Company for the year ended
March 31,2025:

a. Mr. Ravi Goenka - Executive Chairman

b. Dr. Rajan Venkatesh - Managing Director &

CEO

c. Mr. Mahadeo Karnik - CFO

d. Mr. Aniket Hirpara - Company Secretary &
Sr. Vice President (Legal and Secretarial)

At the Board Meeting held on July 01, 2024, the
Board considered and approved the resignation
of Ms. Tanushree Bagrodia, CFO of the Company,
effective from the close of business hours on
September 02, 2024, and expressed its appreciation
for her valuable contributions during her tenure. In
the same meeting, based on the recommendation
of the Nomination & Remuneration Committee, the
Board approved the appointment of Mr. Mahadeo
Karnik as the Chief Financial Officer (CFO) of the
Company, effective September 03, 2024.

c. Declarations by Independent Directors:

Pursuant to the provisions of Section 149 of the
Act, the Independent Directors have submitted
declarations that each of them meets the criteria
of independence as provided in Section 149(6)
of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing
Regulations, 2015. There has been no change
in the circumstances affecting their status of
Independent Directors of the Company.

The Board is of the opinion that all the Independent
Directors appointed are of integrity and possess
the requisite expertise and experience (including
the proficiency). In terms of Regulation 25(8)
of the SEBI Listing Regulations, 2015, they
have confirmed that they are not aware of any
circumstances or situation which exists or may be
reasonably anticipated that could impair or impact
their ability to discharge their duties. Based on
the declarations received from the Independent
Directors, the Board has confirmed that they
meet the criteria of independence as mentioned
under Regulation 16(1)(b) of the SEBI Listing
Regulations, 2015 and that they are independent
of the management.

d. Board Evaluation:

The details relating to the Board's Performance
evaluation are in the Corporate Governance Report.

14. FIXED DEPOSITS

During the year under review, the Company has not
accepted any fixed deposits from the public pursuant to
Section 73 and Section 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits)
Rules, 2014, as amended from time to time.

15. INSURANCE:

All the assets of the Company, including the building,
plant & machinery and stocks at all locations, have
been adequately insured.

16. CONTRACTS & ARRANGEMENTS WITH RELATED
PARTY:

During the year under review, all related party
transactions were carried out at arm's length and in
the ordinary course of business. The Company did not
enter into any materially significant transactions with
Promoters, Directors, Key Managerial Personnel, or

other related parties that could have a potential conflict
with the interests of the Company.

All related party transactions are subject to prior review
and approval by the Audit Committee, in accordance
with the Company's Policy on Materiality of Related
Party Transactions. Where required, such transactions
are also placed before the Board for its approval or
noting. Annual omnibus approvals are obtained from the
Audit Committee and the Board for anticipated, repetitive
transactions. These transactions are monitored on a
regular basis, and a comprehensive statement of related
party transactions, along with an Arm's Length Certificate
issued by an Independent Chartered Accountant, is
submitted quarterly to both the Audit Committee and the
Board of Directors for review.

The details of contracts or arrangements entered
into with related parties during the year are
disclosed in Form AOC-2, annexed to this Report as
Annexure “C”. Additionally, members may refer to the
Financial Statements for disclosures on related party
transactions in accordance with Ind AS requirements.
Except for Mr. Ravi Goenka, Mr. Harshvardhan Goenka,
and Mr. Rajeev Goenka, none of the other Directors
have any pecuniary relationships or transactions with
the Company.

17. AUDITORS AND AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Act
read with Companies (Audit and Auditors) Rules, 2014,
as amended from time to time, Deloitte Haskins & Sells
LLP, Chartered Accountants (Firm Registration No.
117366W/W-100018), has been appointed as Auditors of
the Company to hold office till the conclusion of the 39^th
Annual General Meeting to be held in the financial year
2027-28. In accordance with the Companies Amendment
Act, 2017, ratification of Deloitte Haskins & Sells LLP is not
required at the ensuing Annual General Meeting.

The notes on the Financial Statement referred to in the
Auditors' Report are self-explanatory and do not call
for any further comments. The Auditors' Report does
not contain any qualification(s), reservation(s), adverse
remark(s) or disclaimer(s).

During the year under review, the Statutory Auditors
have not reported to the Audit Committee under Section
143(12) of the Companies Act, 2013, any instance of
fraud committed against the Company by its officers
or employees, the details of which would need to be
mentioned in the Board Report.

18. SECRETARIAL AUDIT AND SECRETARIAL STANDARDS:

The Board of Directors has, on the recommendation of
the Audit Committee, appointed M/s GMJ & Associates,
Company Secretaries, as the Secretarial Auditors of
the Company for the term of five years to hold office
from April 01, 2025, till March 31, 2030 (i.e. FY26 till
FY30). As required under Regulation 24A of the SEBI
(Listing Obligations and Disclosures Requirements)
Regulations, 2015, the appointment of a Secretarial
Auditors need to be approved by the Members of the
Company. Accordingly, resolution seeking Members'
approval for the aforesaid appointment is included in
the Notice convening the 36^th Annual General Meeting.

The Secretarial Audit Report for the financial year
ended March 31, 2025 is annexed herewith marked
as Annexure “D” to this Report. The Secretarial
Audit Report does not contain any qualification(s),
reservation(s), adverse remark(s) or disclaimer(s).

Additionally, in line with SEBI Circular dated February
08, 2019 & November 11, 2024, an Annual Secretarial
Compliance Report confirming compliance of all
applicable SEBI Regulations, Circulars and Guidelines
by the Company was issued by the Secretarial Auditors
and filed with the Stock Exchanges, is annexed to this
report as Annexure “E”. The remarks provided in the
report are self-explanatory.

The Directors state that applicable Secretarial
Standards relating to 'Meetings of the Board of
Directors' and 'General Meetings', have been duly
complied with by the Company.

19. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, as amended, the cost audit record
maintained by the Company is required to be audited.
The Board of Directors has on the recommendation of
the Audit Committee, appointed M/s. B.J.D. Nanabhoy
& Company, a firm of Cost Auditors for conducting the
audit of such records and for preparing Compliance
Report for the Financial Year 2025-26.

M/s. B.J.D. Nanabhoy & Company have confirmed
that their appointment is within the limits of Section
141(3)(g) of the Companies Act, 2013, and Rules made
thereunder, and have also certified that they are free
from any disqualifications specified under Section
141(3) and proviso to Section 148(3) read with Section
141(4) of the Act.

As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditors is required
to be ratified by the Members of the Company.
Accordingly, resolution seeking Members' ratification
for remuneration to be paid to Cost Auditors is included
in the Notice convening Annual General Meeting.
Further, the Board hereby confirms that the maintenance
of cost records specified by the Central Government as
per Section 148(1) of the Companies Act, 2013, and rules
made thereunder, is required, and accordingly, such
accounts/records have been made and maintained.

*0. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company upholds a steadfast commitment to
enriching local communities through CSR initiatives,
focusing on key thematic areas such as Health,
Education, Water, and sustainability. Throughout the
year, we have actively pursued and implemented a
series of CSR initiatives. Below is the CSR overview of
CSR's ongoing interventions:

a) Mobile Health Unit: Under the Health initiative,
we continued to build and expand Mobile Health
Initiatives in locations where manufacturing plants
are situated. We continued to work with Mahad,
Khed, and Chiplun taluka Health Department to
improve the health and quality of life of villagers
through Mobile Health Units. It comprises of mobile
clinic setup (van) along with a qualified doctor,
nurse, community mobilizer, and driver. Through
this initiative, door-to-door health services are
delivered free of cost along with basic medication.
The MHU focuses on the diagnosis, consultation,
treatment, and referral in case of chronic diseases.
A total of 50 villages from Mahad, Khed, and
Chiplun taluka, which have poor access to health
services, have been targeted through the MHU
service. The initiative benefits around 30000
villagers. To date, around 18,073 patients have
been covered, and more than 63,230 treatments
have been given since the launch of MHU at Mahad,
Khed , and Chiplun taluka.

b) Water: Under the Water initiative, we have continued
to provide support and build infrastructure for
drinking water in the community that we operate.
One such project that we delivered in Kusumwadi
village from Khed taluka, wherein we constructed
a jackwell which was destroyed due to a landslide
during heavy monsoon, led to the discontinuation of
drinking water supply. The construction of jackwell

in partnership with the local Panchayat body
helped to overcome the challenge of drinking water
availability and restored the water supply to villagers.
The initiative benefited around 700 villagers.

c) Education: Under the Education initiative, we
have constructed the primary school building
infrastructure at Parsule (Mahad - Poladpur
region). Under this initiative, we constructed 7
classrooms, 2 washrooms, and bathrooms. With
this, the said primary school can accommodate
more than 400 primary school students up to 7
standard from nearby 11 villages of Mahad -
Poladpur region. The newly built-up quality of
infrastructure will enable quality of education
and a better learning environment for students.
This initiative is delivered in collaboration with
the district education authorities and the local
grampanchayat body. The newly built-up quality
of school infrastructure has gained recognition
from the Maharashtra Government organised
award called "Mukhyamantri Majhi Shala Sundar
Shala Yojana" with a token price of 3 Lakhs.

For more details on CSR please refer page no 34. The

Annual Report on CSR Activities as on March 31, 2025,

is annexed herewith as Annexure “F”.

21. OTHER DISCLOSURES:

a. Meetings:

The details of various meetings of the Board
and its Committees are given in the Corporate
Governance Report.

b. Committees of the Board:

The details of the various Committees constituted
by the Board are given in the Corporate Governance
Report.

c. Material changes and commitments if any,
affecting the financial position of the Company:

There have been no material changes and
commitments affecting the financial position of
the Company, which have occurred between the
end of the financial year and the date of this report.

d. Consolidated Financial Statements:

The Company's Board of Directors is responsible
for the preparation of the Consolidated Financial
Statements of the Company & its Subsidiaries
('the Group'), in terms of the requirements of the
Companies Act, 2013 and in accordance with the
accounting principles generally accepted in India,

including the Indian Accounting Standards specified
under Section 133 of the Act. The respective
Board of Directors of the Companies included
in the Group are responsible for maintenance of
adequate accounting records in accordance with
the provisions of the Act for safeguarding the
assets and for preventing and detecting frauds and
other irregularities, the selection and application of
appropriate accounting policies, making judgments
and estimates that are reasonable and prudent,
and the design, implementation and maintenance
of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the financial
statements that give a true and fair view and are
free from material misstatement, whether due to
fraud or error, which have been used for the purpose
of preparation of the Consolidated Financial
Statements by the Directors of the Company,
as aforestated. The Consolidated Financial
Statements of the Company and its subsidiaries is
provided separately and forms part of the Annual
Report.

e. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo:

The information relating to conservation of energy,
technology absorption and foreign exchange
earnings and outgo as stipulated under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014,
is annexed herewith as Annexure “G” and forms
part of this Report.

f. Annual Return:

The copy of the annual return for the financial year
under review will be uploaded on the website of
the Company. The same will be and is available for
view under the investor section on the Company's
website https://www.laxmi.com/investors/investor-
information.

g. Loans, Guarantees and Investments:

Details of loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the
Financial Statements.

h. Particulars of Employees:

The information required pursuant to Section

197(12) of the Companies Act, 2013, read with Rule 5

of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended,
has been provided as Annexure “H”

The requisite details relating to the remuneration
of the specified employees under Rule 5(2)
and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, form part of this Report. Further, this
report and accounts are being sent to Members,
excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure will be
open for inspection by any Member. Interested
Members may write to the Company Secretary.

i. Disclosure pursuant to Section 197(14) of
the Companies Act, 2013, and Rules made
thereunder:

The Managing Director and Whole-time Director of
the Company are not in receipt of any remuneration
and/or commission from any Holding / Subsidiary
Company, as the case may be.

j. Significant and Material Orders passed by the
Regulators or Courts:

There are no significant material orders passed by
regulators or courts which would impact the going
concern status of the Company and its future
operations.

k. Statement of Deviation(s) or Variation(s):

During the year under review, there was no
instance to report containing Statement of
Deviation(s) or Variation(s) as per Regulation 32
of SEBI Listing Regulations, 2015.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Business Responsibility and Sustainability Report
for the Financial Year 2024-25 is presented in a
separate section, forming part of the Annual Report.

23. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report relating to the year
under review is presented in a separate section, forming
part of the Annual Report.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according
to the information and explanations obtained by them,

your Directors make the following statements in terms
of Section 134(3)(c) of the Companies Act, 2013:

1. that in the preparation of the annual financial
statements for the year ended March 31, 2025,
the applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

2. that such accounting policies as mentioned in
the 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,
2025 and of the profit of the Company for the year
ended on that date;

3. that 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;

4. that the annual financial statements have been
prepared on a going concern basis;

5. that proper internal financial controls were in place
and that the financial controls were adequate and
were operating effectively.

6. that systems to ensure compliance with the
provisions of all applicable laws were in place and
were adequate and operating effectively.

25. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere
appreciation for the continued cooperation and support
of the customers, suppliers, bankers and Government
authorities. Your Directors also wish to place on record
their deep appreciation for the dedicated services
rendered by the Company's executives, staff and
workers.

By Order of the Board
For Laxmi Organic Industries Limited

Date : May 20, 2025 Ravi Goenka

Place : Mumbai Executive Chairman (DIN: 00059267)