Lakshmi Finance & Industrial Corporation Ltd Directors Report

To

The Members of

Lakshmi Finance & Industrial Corporation Limited

The Board of Directors have pleasure in presenting the Companys One Hundred and One (101) Annual Report and the Companys Audited Financial Statements for the financial year ended March 31,2025.

1). FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year ended March 31,2025 are presented below:

( in Lakhs)

Particulars	2024-25	2023-24
Gross Income	771.91	1,488.93
Profit before Depreciation and Tax	263.88	1,298.25
Depreciation	20.63	16.77
Profit for the year before taxation	243.25	1,281.48
Provision for Taxation	151.00	116.00
Profit/(Loss) after tax	92.25	1,165.48
Prior year taxes	(1.40)	(139)
Net Profit/(Loss) after Tax	93.65	1,166.87
Deferred tax	(200.60)	131.24
MAT Credit Entitlement	(63.73)	(2.11)
Profit for the year after Tax	357.98	1,037.74
Profit brought Forward	2,065.66	1,307.92
Total Profit available for appropriation	2,423.64	2,345.66
Dividend pertaining to previous year paid during the year	120.00	60.00
Corporate Dividend Tax
Transfer to Reserve Fund (per RBI Guide Lines)	75.00	220.00
Balance carried over to Balance Sheet	2,228.64	2,065.66

2) . OPERATIONAL PERFORMANCE:

In 2024, the Global economy experienced moderate growth, with the IMF projecting a 3.2% increase in Global GDP. This was further led by a slight rebound in advanced economies and a measured slowdown in emerging markets. Amid global uncertainties, our nation has displayed remarkable endurance, maintaining its position as one of the fastest growing major economies. With a GDP growth of 6.5% for F Y 2024-25, Indias strong domestic demand and effective policy measures have played a crucial role in sustaining economic momentum. This solid performance highlights Indias ability to navigate global challenges while continuing to drive inclusive and sustainable growth.

The BSE stock market Sensex has been displaying a flat performance with marginal increase in the F. Y 2024-25, the BSE Sensex started at 73,651 levels and ended at 77,415 levels marking a year on year return of 5.11%.

The Company recorded Gross Income reduced to Rs. 771.91 lakhs as compared to Rs. 1,488.93 lakhs in the previous year. Profit after tax stood at Rs. 357.98 lakhs after providing current year tax provision of Rs. 151 lakhs as compared to Profit after tax of Rs. 1,037.74 lakhs in the previous year. The performance during the year ended 31.03.2025 was lower mainly on account of sluggish Stock Market conditions and decrease in valuation of investments. The rental incomes have been on expected basis. The Company continues to actively and closely monitor its portfolio investments in mutual funds and equity shares cautiously and optimistic about the Indian economy outlook to generate optimum returns by way of capital appreciation and periodic dividend returns.

3) . DIVIDEND:

Your Company has a dividend policy that, inter alia balances the objectives appropriately rewarding shareholders and retaining capital in order to fund future growth. It has a consistent track record of dividend distribution to Company Shareholders. In recognition of the overall performance during the year under review, your Directors are pleased to recommend a dividend at the rate of 30% (i.e., Rs. 3/- per Equity Share of Rs. 10/- each ) for the financial year 2024-25 as against 40% dividend rate in the previous year. The proposed dividend, if approved at the 101st Annual General Meeting by the Members, will be paid to all those Equity Shareholders whose names appear in the Register of Members as on 19.09.2025 and also to those whose names appear as beneficial owners as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited. The Company has not appropriated proposed dividend from Statement of Profit and Loss for the year ended March 31, 2025. The outflow on account of the dividend payout would be Rs. 90.00 lakhs.

UNPAID / UNCLAIMED DIVIDEND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 and Rules, 2001, unpaid / unclaimed dividend amount of Rs. 16,79,769/- was transferred to Investor Education and Protection Fund on 23.09.2024 pertaining to the financial year 2016-17.

4) . TRANSFER TO RESERVES:

The Company proposed to transfer a sum of Rs. 75 lakhs i.e 20% of its Net Profit for the year 2024-25 to Reserve Fund in terms of Sec 45-1c of the RBI Act, 1934.

5) . DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Your Company does not have any subsidiaries, associates and joint ventures

6) . DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The details relating to appointment / re-appointment of Directors as required under Regulation 36(3) of SEBI (LODR) Regulation, 2015 are provided in the Notice to the Annual General Meeting. The same are briefly provided hereunder:

Shri.. Simhadri Suryanarayana and Dr. D.Nageswara Rao are appointed as ‘Independent Director(s) of the Company for a period of 5 years w.e.f 100th Annual General Meeting to the conclusion of 105th Annual General Meeting of the Company to be held in the Calendar Year 2029.

Smt. B.Shanti Sree a qualified Chartered Accountant, was appointed as an Independent Director of the Company for a period of 5 years i.e., w.e.f. November 8th 2024 to 7th November, 2029 through a Postal Ballot.

Shri. Ch. Ramaprasad was appointed as Additional Director of the Company by the Board of Directors at their Meeting held on 11th August, 2025 who holds office upto the ensuing 101st Annual General Meeting of the Company.

Shri. K. Harischandra Prasad was re-appointed as a Managing Director of the Company for a period of 3 years w.e.f. 01.04.2026 to 31.03.2029.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Directorship of Shri.K.Kapil Prasad is due for retirement by rotation at the ensuing 101st Annual General Meeting of the Company; and being eligible, he offers himself for re-appointment. Your Board of Directors recommends his re-appointment for the approval of Members. His brief profile has been provided in the Explanatory Statement to the Notice of Annual General Meeting.

Upon completion of the second five (5) years tenure of Shri. R.Surender Reddy, Shri. Kapil Bhatia and Shri. Keshav Bhupal as Independent Directors of the Company, they vacated the Office of Directorship with effect from 22.08.2024 .

The Company received notice from a Member pursuant to section 160 of the Companies Act, 2013 proposing the candidature of Shri. Ch. Ramaprasad for the appointment to the office of ‘Independent Director of the Company. His brief profiles together with the Board of Directors justification for their appointment as ‘Independent Director is provided in detail in the Explanatory Statement to the Notice of Annual General Meeting. Your Board of Directors recommends his appointment as Independent Director.

Pursuant to section 203 of the Companies Act, 2013, the Key managerial personnel (KMP) of the Company are:

1 Shri. K.Harishchandra Prasad, Managing Director

2. Shri. U.Vijaya Kumar, Chief Financial Officer

3. Smt. Deepa Gusain, Company Secretary

There was no change in the KMP of the Company during the year under review.”

7) . DECLARATIONS GIVEN BY INDEPENDET DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which have been relied on by the Company and were placed at the Board Meeting held on May 26, 2025.

8) . EVALUATION OF THE BOARDS PERFORMANCE:

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.

The Board has a formal mechanism for evaluating Boards performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the Meetings and otherwise, Independent judgment, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

9) . POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company follows a policy on remuneration of Directors and Senior Management Employees. The Policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.

10) . NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 4 times during the Financial Year from 1st April, 2024 to 31st March, 2025. The dates on which the Meetings were held are as follows:

27th May, 2024, 10th August, 2024, 8th November,2024 and 10th February,2025.

11) . AUDIT COMMITTEE

The details pertaining to composition and term of reference of the Audit Committee Members, dates of Meeting held and attendance of the Directors are given separately in the Corporate Governance Report, which forms part of this report.

12) . LISTING OF COMPANYS SHARES:

The Companys shares are listed at The National Stock Exchange of India Limited (NSE) w.e.f. 15.04.2015 and the Annual Listing Fees for the year 2025-26 have been paid. The Companys shares are listed and traded at NSE with ISIN code ‘INE 850E01012 and Stock Code is ‘LFIC with effect from 15.04.2015.

13) . DEMATERIALISATION OF SHARES:

Your Company shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March 2025, 82.66% of the shares in your Company have been dematerialized.

14) . UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor Education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2017-2018 will expire on October 15th, 2025 and thereafter the amount standing to the credit in the said account will be transferred to the “Investor Education and Protection Fund” of the Central Government.

15) . AUDITORS:

i). Statutory Auditors:

At the Annual General Meeting held on 28.09.2022, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company to hold the office for a period of 5 years commencing from the conclusion of 98rd Annual General Meeting till the conclusion of 103rd Annual General Meeting.

The Auditors Report for F.Y. 2024-25 does not contain any qualifications. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

ii) . Internal Auditors:

M/s M. Bhaskara Rao & Co., Chartered Accountants, Hyderabad perform the duties of Internal Auditors of the Company and their reports are reviewed by the Audit Committee for the year ended 31.03.2025.

The Board has re-appointed M/s. M. Bhaskara Rao & Co. Chartered Accountants Hyderabad as Internal Auditors for the Financial Year 2025-26.

iii) . Secretarial Auditors:

The details relating to appointment of Secretarial Auditors of the Company are provided in the notice to the AGM. The same are briefly provided here under:

The Board of Director of the Company based on the recommendation of the Audit Committee, have on 11.08.2025, proposed the appointment of M/s. N. Madhavi & Associates, Company Secretaries (Unique Code No.S2024TS964000 and Peer Review Certificate No.5479/2024) as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the F.Y. 2025-26 till the F.Y, 2029-30 at such remuneration plus applicable taxes, as may be decided by the Board of Directors from time to time in consultation with the Secretarial Auditors of the Company.

“As regards the observation made by the Secretarial Auditors regarding the compliance vide Regulation 17(1) (C) read with Regulation 3(2) of the SEBI (LODR) Regulations,2015, the Company submit the following explanation:

Regulation 17(1)(c) of the SEBI LODR Regulations, mandates a minimum of Six Directors on the Board of top 2000 Companies w.e.f 01.04.2020, the Companys Board comprised of Six Directors for more than a decade, which fulfilled the requirement. Therefore, the Company was well in compliance in maintaining the Board strength.

Further new Additional Director was inducted on the Board w.e.f 27.05.2024, taking the total strength of the Board to Seven and the said composition continued upto 22.08.2024, the date of 100th AGM of the Company, when three Independent Directors retired from office and also a new Independent Director was appointed and the Additional Director (Independent category) was also regularised by the Members, thus taking the Board strength effectively to five. However, as on 31.03.2024, the Companys market capitalisation rank position was at 2080. Hence, a literal view was taken that the provisions of Regulation 17(1)(c) do not become applicable as the Companys ranking position is above 2000 as per Market capitalisation as at 31.03.2024. Thereafter, to comply with the said regulation, the Board appointed Smt. Bolleni Shanti Sree on 08.11.2024, as Independent Director through Postal Ballot and complied with the said regulation.”

16) . DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goals, compliance with policies procedure, applicable laws and regulations, and that all assets and resources are acquired are used economically.

17) . DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them.

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the statement of Profit or Loss of the Company for that period.

iii. 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.

i. The annual accounts for the year 2024-25 have been prepared on a going concern basis.

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

iii. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and effectively mentioned under various heads of the departments which are in then reporting to the Managing Director.

18) . PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:.

The Company has not given Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013

19) . PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March 2025. Further, the Company is registered with RBI as a “Non-Banking Financial Institution without accepting public Deposits”.

20) . CHANGE IN NATURE OF BUSINESS:

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

21) . VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lakshmifinance.org.in.

22) . RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-I.

The policy on related party transactions as approved by the Board is uploaded on the website of the Company at www.lakshmifinance.org.in.

23) . ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.lakshmifinance.org.in.

24) . MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India, (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is set out in this Annual Report.

25) . CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s. Brahmayya & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is included as a part of this report.

26) . CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) read with Rule, 8 of the Companies (Accounts) Rules, 2014, of the Companies Act, was not given as the same is not applicable owing to the nature of activities in foreign Currency is Nil.

27) . CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee w.e.f 08.11.2024. The Committee Comprises of three Independent Directors and one Non-Independent Director, namely, Smt. B. Shanti Sree, Smt. Madhurika Nalluri Venkat, Dr. D. Nageswara Rao, and Sri.K.Harishchandra Prasad, Managing Director. CSR Committee of the Board developed a CSR Policy and the functions of Committee include review of CSR initiatives undertaken by the Company, formation and recommendation to the Board of a CSR policy indicating the activities to be undertaken by the Company and recommendation of the amount of the expenditure to be incurred for such activities. However, during the year under review Section 135 of the Companies Act, 2013, relating to the Corporate Social Responsibility is not applicable to the Company and hence the same is not adopted.

28) . REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is given in Annexure-II

29) . MATERIAL CHANGES AND COMMITMENTS:

Pursuant to the provisions Sec.134 (3) (l) of the Companies Act, 2013, there were no material changes and commitments which affects the financial statements of the Company during the year under review.

30) . RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The details of Risk Management Committee and its composition is given in the Corporate Governance Report which form part of this report.

31) . SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

32) . DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

“The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during each Financial Year:

No. of complaints received: Nil No. of complaints disposed off: Nil

33) . ACKNOWLEDGEMENTS:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Banks and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

	For and on behalf of the Board
	LAKSHMI FINANCE & INDUSTRIAL CORPORATION LIMITED
	Sd/-	Sd/-
	Dr.D.NAGESWARA RAO	K. HARISHCHANDRA PRASAD
Place: Hyderabad	Director	Managing Director
Date: 11.08.2025	(DIN: 02009886)	( DIN: 00012564)