Lakshya Powertech Ltd Directors Report

DEAR MEMBERS

The Board of Directors of your Company are pleased to present the 13 th Annual Report of the Company, accompanied by the Audited Financial Statements for the 3nancial year ended March 31, 2025. This report highlights the continued development and robust momentum of the Company throughout the year while giving insight into the business and operational information of the Company.

We trust that the insights and 3nancial performance detailed in this report will re3ect our commitment to excellence, our achievements and the strategic initiatives that have driven our success.

1. SYNOPSIS OF FINANCIAL PERFORMANCE AND KEY HIGHLIGHTS

The summarized comparison of Financial Performance of the Company for the FY 2024-2025 and the FY 2023-2024 is given below:

( in Lakhs except EPS)

Particulars	FY 2024-2025	FY 2023-2024
Revenue from Operations & Other Income (Total Income)	16,133.31	15,199.37
Less: Operating and Administrative Expenses	13,746.13	12,871.86
Pro3t Before Interest, Tax & Depreciation (EBITDA)	2,387.18	2,327.51
Less: Finance Cost	372.03	233.80
Less: Depreciation & Amortization Expenses	67.30	61.43
Pro3t before prior-period items, extraordinary items and tax	1,947.85	2,032.28
Less: Prior-Period Items	0.00	69.39
Pro3t before extraordinary items and tax	1,947.85	1,962.89
Less: Extraordinary items	3.08	0.00
Pro3t Before Tax (PBT)	1,944.77	1,962.89
Less: Total Tax Expenses	364.59	502.52
Net Pro3t/(Loss) After Tax	1,580.18	1,460.37
Weighted Average number of shares outstanding (at the F.V. of 10/- each)	85,41,787	72,08,226
Earning Per Equity Share - (Basic & Diluted) ( )	18.50	20.26

Key Highlights:

Total Income: The total income increased by 6.14 % to Rs. 16,133.31 Lakhs in comparison to Rs. 15,199.37 Lakhs in Previous FY 2023-2024.

EBITDA: The EBITDA increased by 2.56 % to Rs.2387.18 Lakhs in comparison to Rs. 2327.51 Lakhs in Previous FY 2023-2024.

PAT: The PAT of the Company increased by 8.20 % to Rs. 1580.18 Lakhs in comparison to Rs. 1460.37 Lakhs in Previous FY 2023-2024.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Audited Financial Statements for the FY 2024-2025, forming part of this Annual Report, have been prepared in accordance with Accounting Standards noti3ed under Section 133 of the Companies Act, 2013 (the "Act") and presentation requirements of the Schedule III of the Companies Act , 2013.

In accordance with the provisions of Section 136(1) of the Act, the Company has duly placed on its website "www. lakshyapowertech.com" the Annual Report of the Company comprising therein its Financial Statements for the FY 2024-2025.

3. SHARE CAPITAL AND CHANGES THEREON

During FY 2024-2025, following changes have taken place in the share capital structure of the Company:

Nature of shares		As on	Addition/reduction	As on
		March 31, 2024 (No. of shares)	(No. of shares)	March 31, 2025 (No. of shares)
Authorised Share	Equity share	1,10,00,000	0	1,10,00,000
	(F.V. Rs. 10/-)
	Preference share	40,00,000	0	40,00,000
	(F.V. Rs. 10/-)
Issued, subscribed & paid-	Equity share	73,11,120	27,72,800	1,00,83,920
up shares	(F.V. Rs. 10/-)
	Preference share	10,00,000	10,00,000	20,00,000
	(F.V. Rs. 10/-)

4. LISTING INFORMATION

The equity shares of the Company have been listed on EMERGE platform of NSE as on October 23, 2024.

The annual listing fees for the FY 2025-2026 has been duly paid to the Stock Exchange.

Further the Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the FY 2024-2025 & FY 2025-2026 has also been paid.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves for the 3nancial year ended March 31, 2025. The pro3t & loss of the Company upto the March 31, 2025 stood at Rs. 3046.17 lakhs.

6. DIVIDEND

The Board of the Company has decided not to declare any dividend for the FY 2024-25 owning to well thought strategy of the Board to retain the funds for the purpose of reinvesting in the growth and expansion which eventually will create more value to the Shareholders of the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), the Company is not required to formulate a Dividend Distribution Policy as the Company does not fall into the criteria of top 1000 listed entities based on market capitalization.

7. DEPOSITS

During the year under review, the Company has not accepted, renewed and repaid any deposits, and also there is no outstanding deposits as on March 31, 2025.

8. INFORMATION OF SUBSIDIARY / WHOLLY OWNED SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES

As on March 31, 2025, the Company has no investment in Subsidiary / Wholly Owned Subsidiary/ Joint Ventures / Associate Companies. The Company is also not a subsidiary of any Company.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

{Pursuant to Section 186 of the Act read with relevant rules thereunder}

The details of loans granted, guarantees or security given and investments made during the FY 2024-2025 as covered under the above provisions are provided in the notes to the Financial Statements which forms an integral part of this Annual Report.

10. CHANGES IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the FY 2024-25.

11. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

{Pursuant to Section 135 of the Act read with relevant Rules thereunder }

The Management of the Company 3rmly believes that sustainable business success is intrinsically linked to the well-being of the society in which it operates. The Company acknowledges that it draws vital resources?€”both tangible and intangible?€”from the community, including natural resources, human capital, and public infrastructure, and is a3orded a multitude of opportunities to grow and thrive within this ecosystem.

In recognition of this, the Company holds a deep-seated conviction that it has an obligation to give back meaningfully to the society. This belief is not merely a matter of compliance with statutory requirements but is embedded in the Companys core values and strategic vision.

At Lakshya Powertech Limited, Corporate Social Responsibility is viewed not as an obligation, but as a fundamental duty?€”an ethical commitment to contribute positively to the social, economic, and environmental development of the communities we serve. CSR is integrated into the Companys broader business philosophy, aimed at generating inclusive growth and improving the quality of life for stakeholders beyond the workplace.

Through proactive stakeholder engagement, transparent execution, and long-term social investments, Lakshya Pow-ertech Limited remains committed to being a responsible corporate citizen that contributes meaningfully to the greater public good.

The Company believes in inclusive growth to facilitate creation of a value-based and empowered society primarily in and around its area of operations. The Companys CSR Policy is based on the philosophy of giving back to society as a responsible corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programs for the welfare & sustainable development of the community at large. The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the FY 2024-2025 and relevant details are set out in "Annexure-A" which forms an integral part of this Boards Report.

The CSR Policy is available on the Companys website at: https://lakshyapowertech.com/lib/investors/725829.pdf.

The Company is not required to formulate the CSR Committee pursuant to Section 135 (9) of the Act as the Company does not have CSR spending exceeding Rs. 50 lakhs. Therefore, the Board monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with Schedule VII of the Act and undertaken accordingly by the Company.

12. ENVIRONMENT, HEALTH AND SAFETY (EHS)

EHS isnt just a commitment for Lakshya, its an integral part of how we conduct business, ensuring the well-being of our employees and the sustainability of our planet.

We are committed to providing a safe and healthy working environment for all our employees and workers. Our dedication to EHS is evident at every stage of our business operations through a robust EHS Management System. This system serves as a structured framework to manage environmental impacts and occupational health and safety risks, while also identifying opportunities for improvement.

Our health and safety policy comprehensively addresses occupational hazards, emphasizing ongoing training initiatives to ensure workplace safety. Additionally, we prioritize environmental stewardship by continually enhancing our processes and systems. By adopting more e3cient practices, we strive to reduce our carbon footprint and safeguard natural resources.

The following, inter alia, forms part of Companys framework on EHS system:

?€? A robust and comprehensive Environment, Health and Safety (EHS) framework in place for safely managing Companys business operations;

?€? Constant identi3cation of EHS related risk and to undertake measures to reduce the same;

?€? Ensuring proper disposal of waste & pollutant to minimize impact on environment and risk to employees at workplace;

?€? Promote renewable energy, reduce carbon footprints, reuse and recycle materials, minimize waste and emissions, conserve energy and natural resources and assurance that operations and products of the Company do not have any negative impact on the environment;

?€? Encouraging innovation for prevention of pollution, injury and ill health;

?€? Establishment of systems and Standard Operating Procedures at workplaces to minimize the risk;

?€? Health and safety training to its employees/labor/contractors on periodic basis;

?€? Ensuring safe handling and storage of hazardous chemicals;

?€? Continually improving the Environmental, Health and Safety performance; and

?€? Complying with all applicable legal, statutory & regulatory norms in relation to EHS.

13. PREVENTION OF SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE

{Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and relevant provisions of the Act}

The Company is fully committed to fostering a workplace environment that is free from discrimination, bias, prejudice, and all forms of harassment, including sexual harassment. The Company prioritizes creating a safe, respectful, inclusive, and healthy work environment where every employee is valued and treated with dignity, regardless of their gender, background, position, or personal beliefs.

The Company 3rmly upholds the principle that "Prevention is better than cure" and takes proactive measures to ensure that its workplace culture re3ects zero tolerance for inappropriate behaviour. In alignment with this vision, the Company has adopted a comprehensive policy on the "Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace", in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As part of its commitment:

?€? An Internal Complaints Committee (ICC) has been duly constituted at the Company in compliance with the legal requirements, comprising trained members equipped to handle complaints sensitively and e3ectively.

?€? Awareness and sensitization programs are regularly conducted to educate employees about respectful work-place behaviour, rights, responsibilities, and the mechanisms available for grievance redressal.

?€? The Company encourages a culture of openness and trust, empowering employees to report any instance of harassment or misconduct without fear of retaliation.

By institutionalizing these safeguards and fostering a culture of accountability and mutual respect, company rea3rms its dedication to building a positive and empowering workplace for all.

The status of the complaints is given below for the FY 2024-25:

1. The number of sexual harassment complaints received during the year - 0

2. The number of such complaints disposed of during the year - 0

3. The number of cases pending for a period exceeding ninety days ?€“ 0

14. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

We hereby a3rm that during the FY 2024-25, the Company has fully complied with the provisions of the Maternity Bene3t Act, 1961. This commitment re3ects our unwavering dedication to creating a supportive and inclusive work-place, where the health, dignity, and well-being of our women employees are respected and safeguarded. We recognize the profound importance of motherhood and are proud to uphold policies that empower women to balance their professional and personal lives with care and con3dence.

15. AUDITORS

(a) Statutory Auditors

{Pursuant to Section 139, 141 and 142 of the Act read with relevant Rules thereunder}

M/s. Goyal Goyal & Co., Chartered Accountants (Firm Registration No. 015069C) was appointed as the Statutory Auditor of the Company to hold o3ce for a term of 3ve (5) years from the conclusion of 12 th AGM to 17 th AGM (i.e. for the FY 2024-2025 to FY 2028-2029) and the approval of the Shareholder of the Company has been obtained in the 12 th AGM held on July 29, 2024.

The Independent Auditors Report on the Audited Financial Statements of the Company for the FY 2024-2025 has no audit quali3cations, reservations, adverse remarks or disclaimer. Also, the said Auditors have not reported any matter under Section 143(12) of the Act.

(b) Secretarial Auditors

{Pursuant to the provisions of Section 204 of the Act read with relevant Rules thereunder}

M/s Himanshu S K Gupta & Associates, Company Secretaries, the Secretarial Auditors of the Company has conducted the audit of secretarial records for the FY 2024-2025.

Secretarial Audit Report

The Secretarial Audit Report is annexed with the Boards Report as "Annexure-B" and has no quali3cations, reservations, adverse remarks or disclaimer therein for the FY 2024-2025.

Pursuant to Regulation 24A(1)(b)(ii) of the Listing Regulations, the Board appoints and recommends to the Shareholders the appointment of M/s HM & Associates, a peer reviewed Company Secretaries Firm, who shall hold the o3ce for the period of 1 (One) term of 3ve consecutive 3nancial years. M/s HM & Associates will conduct the Secretarial Audit for the FY 2025-26 to 2029-30.

The Company has received consent from HM & Associates for conducting the secretarial audit for the said period along with the con3rmation that they are eligible to be appointed as the Secretarial Auditor of the Company.

(c) Cost Auditors

{Pursuant to Section 148 of the Act read with relevant Rules thereunder}

In compliance with the above provisions, the Company ensures the preparation and maintenance of cost records of the Company on annual basis. M/s J.B.Bhatt & Co, Cost Accountants (FRN: 003871), has conducted the audit of Cost Records for the FY 2024-2025 with no audit quali3cations, reservations, adverse remarks or disclaimer in their Cost Audit Report.

Further, the Board has re-appointed M/s J.B.Bhatt &Co, Cost Accountants (FRN: 003871), as Cost Auditors to conduct the audit of cost records of the Company for the FY 2025-2026; the consent along with a certi3cate con-3rming their independence and arms length relationship has been duly received by the Company from the said Auditors.

The Ordinary Resolution seeking approval from the Members for rati3cation of remuneration to be paid to the said Cost Auditors for the FY 2025-26, forms a part of the Notice of this Annual General Meeting.

(d) Internal Auditors

(Pursuant to Section 138 of the Act read with relevant Rules thereunder}

M/s Gamara & Associates, Chartered Accountants (FRN: 133830W) have conducted the Internal Audit for the FY 2024-2025. Further, the Internal Auditors Report contains no audit quali3cations, reservation, adverse remark or disclaimer.

16. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

{Pursuant to provisions of Section 134(5) of the Act read with relevant Rules thereunder}

The Company has in place adequate internal control system (including internal 3nancial control system) commensurate with the size of its operations to ensure the systematic and e3cient conduct of its business, including adherence to Companys policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable 3nancial information.

The system, policies and procedures in the Company are designed in such a way that all the 3nancial transactions are 3rst made subject to in-house internal audit to ensure that all the transactions originate from the authorized sources, the proper approvals are in place to carry out the transactions and the funds are utilized for the purpose of business of the Company only. The Company has dedicated internal audit department comprising e3cient, experienced, skilled and well equipped personnels to carry out the function of internal audit and to ensure that the Company remains compliant with the designed policies and procedures.

The Company has established robust 3nancial reporting channel which seeks to ensure that the highest person in the reporting hierarchy is aware about all the transactions at macro level while avoiding the need to engage in day-today transactions at micro level. Necessary approvals for capital extensive expenditure 3ows from the higher authority while day-to-day expenses are purview of intermittent personnels in the hierarchy. While Chief Financial O3cer does not engage into day-to-day business operations, all the micro level transactions are reported in summary form.

The Audit Committee and M/s. Gamara & Associates, Chartered Accountants, the Internal Auditor of the Company periodically review that the systems and procedures are in place with the growing size and complexity of your Companys business operations and suggest the improvements in processes and systems and also evaluates the e3cacy and adequacy of internal control systems of the Company pertaining to 3nancial reporting, its compliances with operating systems, accounting procedures and policies within the Company.

During the Financial Year under review, the Company operates through ERP system and has implemented adequate internal 3nancial controls for achieving e3ciency in operations, optimum utilization of the Companys resources, effective monitoring systems and compliance with laws and regulations. Further, through use of appropriate risk management tools and adherence to global benchmarks of quality, hygiene and safety, we continuously strive to achieve excellence in our operations.

During the FY 2024-2025, no material or serious observation has been received from either the Statutory Auditors or the Internal Auditors of the Company, citing ine3ciency or inadequacy of such controls.

17. REPORTING OF FRAUDS BY THE STATUTORY AUDITORS

{Pursuant to Section 143(12) of the Act read with relevant Rules thereunder}

There was no instance of fraud during the FY 2024-2025, which required the Statutory Auditors to report to the Audit Committee and / or Board. Therefore, there exists no details to be disclosed in this Boards Report pursuant to Section 134(3) of the Act.

18. CORPORATE GOVERNANCE REPORT

Pursuant to exemption granted to the SME listed Companies under Regulation 15(2)(b) of the Listing Regulations, the requirement of submission of Corporate Governance Report as a part of the Annual Report is not applicable to the company. Accordingly, the said report is not annexed with the Boards Report.

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

{Pursuant to Section 134(3)(m) of the Act read with relevant Rules thereunder}

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-C" which forms an integral part of this Boards Report.

20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

{Pursuant to Section 197(12) of the Act read with relevant Rules thereunder}

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required, are annexed as "Annexure-D" which forms an integral part of this Boards Report.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

{Pursuant to Regulation 34 of the Listing Regulations}

A comprehensive Management Discussion and Analysis Report for the FY 2024-2025 inclusive of several signi3cant aspects of your Companys performance and the industry landscape which includes Companys business operations and performance review, global & Indian industry trends, key 3nancial ratios and other required details is annexed as "Annexure-E" which forms an integral part of this Boards Report.

22. RELATED PARTY TRANSACTIONS

{Pursuant to Section 134(3)(h) and 188 of the Act and Regulation 23 of the Listing Regulations}

Your Company is committed to adhere the highest standards of corporate governance, transparency and accountability. In compliance with the corporate governance standards, Related Party Transaction Policy and Section 177 & 188 of the Act, all the transactions entered with the related parties during the 3nancial year are in the ordinary course of business and at arms length basis.

During the FY 2024-2025, the Company was not required to comply with the Regulation 23 of the Listing Regulations (Related Party Transactions) but with e3ect from April 01, 2025, the said provisions have been made applicable to the Company vide SEBI Circular No. SEBI/LAD-NRO/GN/2025/239 dated March 27, 2025.

A statement showing particulars of contracts and arrangements with related parties in the prescribed Form-AOC-2 is annexed as "Annexure-F" which forms an integral part of this Boards Report.

The Board of Directors has approved a policy on Related Party Transactions and is available on the website of the Company at: https://lakshyapowertech.com/lib/investors/702882.pdf

23. MATERIAL CHANGES

There were no material changes and commitments during the 3nancial year a3ecting the 3nancial position of the company.

24. DIRECTORS RESPONSIBILITY STATEMENT

{Pursuant to Section 134(3)(c) and Section 134(5) of the Act read with relevant Rules thereunder}

For the Directors Responsibility Statement in relation to 3nancial statements of the Company for the year ended on March 31, 2025, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable accounting standards had 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 a3airs of the Company as at March 31, 2025 and of the pro3t and loss of the Company for the 3nancial year ended on March 31, 2025;

c. the Directors have taken proper and su3cient 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 annual accounts / 3nancial statements have been prepared on a going concern basis;

e. proper internal 3nancial controls are in place and are adequate and operating e3ectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e3ectively.

25. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, COMMITTEES AND INDIVIDUAL DIRECTORS:

{Pursuant to the provision of the Act read with the Schedule IV and Listing Regulations read with the Guidance Note on Board Evaluation as issued by the SEBI in January 2017}

Performance evaluation serves as a vital tool for enhancing the overall e3ectiveness of the Board. The Board of Directors has established and approved a structured mechanism for conducting the Annual Performance Evaluation of the Board as a whole, its individual Directors, and the Chairperson.

Periodic evaluations help ensure that Board Members remain aligned with their roles and responsibilities while promoting the adoption of sound corporate governance practices. The primary objectives of the evaluation process include assessing the composition and functioning of the Board and its Committees, strengthening e3ectiveness, leveraging collective strengths, addressing areas of improvement, and fostering robust corporate relationships.

Likewise, the performance evaluation of individual Directors aims to determine their level of engagement, participation in Board and Committee meetings, and contribution towards the achievement of the Companys strategic goals. Recognizing the importance of this process, the Board remains committed to maintaining an e3ective and transparent evaluation framework.

During the FY 2024-2025, the Board & Committee evaluation was conducted, complying with all the applicable criteria of evaluation as envisaged in the "SEBI Guidance Note on Board Evaluation" through a structured questionnaire designed with the parameters and feedback based on ratings.

On March 27, 2025, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairperson of the Company and review the performance of the Non-Independent Directors and the Board as a whole.

Performance Evaluation of the Independent Directors was carried out by the Board of Director in accordance with the Schedule IV of the Act.

26. KEY MANAGERIAL PERSONNEL

{Pursuant to provisions of Section 203 of the Act read with relevant Rules thereunder}

The Company comprises of dynamic, well quali3ed, experienced, specialized and versatile professionals in the Management of the Company who are designated as Key Managerial Personnel (KMP) in compliance with applicable provisions. The details of the Key Managerial Personnel of the Company as on March 31, 2025 and those who have been appointed and resigned during the 3nancial year are as under:

Sr. No.	Names of Key Managerial Personnel	Designation
1	Mr. Rajesh Anne	Managing Director
2	Mr. Amit Agrawal	Chief Financial O3cer
3	Mr. Akash Patel	Company Secretary & Compliance O3cer
	(Appointed w.e.f. January 17, 2025)
4	Mr. Utsav Trivedi	Company Secretary & Compliance O3cer
	(appointed w.e.f. June 14, 2024)
	(Resigned w.e.f. November 12, 2024)
5	Ms. Sonal Jhanwar	Company Secretary & Compliance O3cer
	(Resigned w.e.f. June 13, 2024)

27. BOARD OF DIRECTORS

The Board of Directors of the Company is fully committed to provide the strategic direction towards long-term success of the Company. They ensure long term sustainability, create value, delegate responsibilities, manage risks and ensure high- quality governance to keep the Company on the path of sustainable growth and development.

?€? The details of size and composition of the Board is provided below:

Sr. No.	Names of Directors	Designation
1	Mr. Rajesh Gopala Anne (DIN: 05294345)	Chairman & Managing Director
2	Mrs. Priya Bandhavi Anne (DIN: 05294344)	Whole-time Director
3	Mr. Amit Kumar Agrawal (DIN: 10338766)	Whole-time Director
4	Mr. Lakshminarayana Eleswarapu (DIN: 07519053)	Whole-time Director
5	Mr. Raghurama Raju Alluri (DIN: 10331840)	Non-executive Non-independent Director
6	Mr. Chintan Rajeshbhai Shah (DIN: 10554087)	Non-executive Independent Director
7	Mr. Kunal Kumar Ghosh (DIN: 08190364)	Non-executive Independent Director
8	Mr. Shailesh C Desai (DIN: 00169595)	Non-executive Independent Director

?€? All the Directors of the Company have con3rmed that they are not disquali3ed from being appointed or to continue as Directors of the Company in terms of Section 164 of the Act.

?€? The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as con3rmed by these Directors, they ful3ll the conditions speci3ed in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

?€? Mr. Amit Kumar Agrawal & Mr. Lakshminarayana Eleswarapu, Whole-time Directors, are the Directors who are liable to retire by rotation under Section 152 of the Act, and being eligible, they are o3ering themselves for re-appointment. Their re-appointment is proposed in this ensuing AGM to be held on September 29, 2025.

28. BOARD MEETINGS

There were total 13 (thirteen) Board Meetings held during the FY 2024-2025 for consideration and approval of the various agenda items which were circulated well in advance to the Board of Directors. The details of the meetings viz. dates, number of meetings held, attendance details etc. are mentioned below:

Sr. No.	Date	No. of Directors entitled to attend meeting	No. of Directors attended meeting
1	04.04.2024	8	8
2	14.06.2024	8	6
3	18.06.2024	8	8
4	19.06.2024	8	8
5	22.06.2024	8	7
6	30.09.2024	8	5
7	05.10.2024	8	8
8	08.10.2024	8	7
9	15.10.2024	8	6
10	21.10.2024	8	6
11	12.11.2024	8	8
12	17.01.2025	8	6
13	27.03.2025	8	5

29. COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the Board of Directors are entrusted with oversight of speci3c and diverse functional areas, enabling informed decision-making within the scope of delegated authority. These Committees also make focused recommendations to the Board on matters falling under their respective domains. All decisions and recommendations made by the Committees are submitted to the Board for its information or approval, as appropriate.

COMPOSITION OF THE COMMITTEES:

		AUDIT COMMITTEE
Sr. No.	Name of the Director	Nature of Membership	Nature of Directorship
1	Shailesh C Desai	Chairman	Independent Director
2	Chintan Rajeshbhai Shah	Member	Independent Director
3	Amit Kumar Agrawal	Member	Whole-Time Director & CFO

		NOMINATION AND REMUNERATION COMMITTEE
Sr. No.	Name of the Director	Nature of Membership	Nature of Directorship
1	Chintan Rajeshbhai Shah	Chairman	Independent Director
2	Shailesh C Desai	Member	Independent Director
3	Raghurama Raju Alluri	Member	Non-Executive Director
		STAKEHOLDERS RELATIONSHIP COMMITTEE
Sr. No.	Name of the Director	Nature of Membership	Nature of Directorship
1	Chintan Rajeshbhai Shah	Chairman	Independent Director
2	Kunal Kumar Ghosh	Member	Independent Director
3	Rajesh Gopala Anne	Member	Managing Director
		OPERATIONAL COMMITTEE
Sr. No.	Name of the Director	Nature of Membership	Nature of Directorship
1	Rajesh Gopala Anne	Chairman	Managing Director
2	Amit Kumar Agrawal	Member	Whole-time Director
3	Lakshminarayan Eleswarapu Member		Whole-time Director

ATTENDANCE IN THE COMMITTEE MEETINGS DURING THE YEAR:

Sr. No.	Name of the Committee	Date of the Committee Meeting	No. of Members entitled to attend meeting	No. of Members attended meeting
1.	Audit Committee	18.06.2024	3	3
2.	Audit Committee	19.06.2024	3	3
3.	Audit Committee	05.10.2024	3	3
4.	Audit Committee	12.11.2024	3	3
5.	Audit Committee	27.03.2025	3	3
6.	Nomination & Remuneration	17.01.2025	3	2
	Committee
7.	Stakeholders Relationship	27.03.2025	3	3
	Committee
8.	Operational Committee	21.01.2025	3	3
9.	Operational Committee	11.02.2025	3	3
10.	Operational Committee	03.03.2025	3	3

30. POLICIES OF THE COMPANY

All the policies of the Company are available at website of the Company at - https://lakshyapowertech.com/investors. php?sectionid=16 Salient features of the Nomination & Remuneration Policy: The policy on Appointment & Remuneration of Directors deals with the following matters: a. Appointment and removal of Directors, Key Managerial Personnel and employees in Senior Management; b. Remuneration payable to the Directors, Key Managerial Personnel and employees in Senior Management; c. Board Diversity; d. Succession plan for Directors, Key Managerial Personnel and employees in Senior Management; and e. Evaluation of individual Directors, Chairperson of the Board, the Board as a whole and the Committees of the Board The Nomination & Remuneration Committee has been entrusted with the following responsibilities to ful3l the above objectives: i. To formulate a criteria for determining quali3cations, the positive attributes and independence of a Director; ii. To recommend to the Board a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees; iii. To recommend to the Board the appointment and removal of Key Managerial Personnel and Senior Management; iv. To identify persons who are quali3ed to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board for their appointment and removal; v. To recommend to extend or continue the term of appointment of the independent directors, on the basis of the report on performance evaluation of independent directors; vi. To make recommendations to the Board concerning any matters relating to the continuation in o3ce of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract; vii. To ensure that the level and composition of remuneration is reasonable and su3cient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks; viii. To devise a policy on Board diversity; ix. To develop a succession plan for the Board and to regularly review the plan.

Detailed policy on Appointment & Remuneration of Directors & KMPs is available on website of the Company at https://lakshyapowertech.com/investors.php?sectionid=16 Salient features of the CSR Policy are described in the Annexure ?€“ A pertaining to reporting on Corporate Social Responsibilities (CSR) Activities.

31. RISK MANAGEMENT

The Company recognises that risks are inherent to its business operations and accordingly adopts a proactive approach to risk management. In addition to credit risk, liquidity risk, and market risk, the Company is exposed to various operational and strategic risks speci3c to its business. These risks are systematically identi3ed, assessed, and monitored with the objective of mitigating their potential adverse impact.

To address these risks, the Company has implemented a robust risk management framework that ensures appropriate controls are embedded within key business processes. Mitigation measures undertaken by the Company include stringent credit controls, use of foreign exchange forward contracts to hedge currency exposure, and comprehensive insurance coverage to safeguard its assets. These initiatives help protect the Companys 3nancial performance and support sustainable business growth.

The Company has developed & implemented Risk Management Policy which is capable of identifying the risk elements associated with the Company which may threaten the existence of the Company.

32. ANNUAL RETURN

{Pursuant to Section 92 and Section 134(3)(a) of the Act read with relevant Rules thereunder}

The Annual Return of the Company in Form MGT-7 re3ecting the 3nancial and non-3nancial summary of the Company for the FY 2024-2025, is available on the Companys website at https://lakshyapowertech.com/investors.php?sec-tionid=3

33. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT There are no shares in the demat suspense account or unclaimed suspense account.

34. ADHERENCE TO STATUTORY COMPLIANCES

During the FY 2024-2025, the Company had complied with all the applicable statutory compliances of the Act, the SEBI (LODR) Regulations, 2015, Secretarial Standards issued by ICSI and other laws, provisions and Acts as may be applicable to the Company from time to time.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No signi3cant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future, during the FY 2024-2025.

As on August 22, 2025, the Company has received order from National Company Law Tribunal (NCLT), Ahmedabad rejecting the frivolous application filed by Arka Projects based on grounds that there was pre-existing spute between di the Parties with important mention that the IBC is mechanism for insolvency resolution and not for recovery of disputed dues. Accordingly, the Company received the order in its favour.

36. PREVENTION OF INSIDER TRADING

The Company has in place the Code of Conduct for Prohibition of Insider Trading ("the Code") and Code on Fair Disclosures. The policy and procedures are framed to regulate, monitor and report trading by the Designated Persons along with their Immediate Relative(s) and for other aspects under the SEBI (Prohibition of Insider Trading) Regulations, 2015, such as inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI is forming part of the Code, which is available on our website at https://lakshyapowertech.com/lib/investors/255939.pdf .

37. WEBSITE:

The Company has in place the operational website where all the policies, returns, reports and all other documents have been updated in accordance with the Listing Regulations and the Act.

38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE

There have been no material changes and commitments, which a3ect the 3nancial position of the Company, that have occurred between the end of the 3nancial year to which the 3nancial statements relate and the date of this report.

39. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During FY 2024-2025, your Company has neither made any application nor were any proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended on March 31, 2025. As on August 22, 2025, the Company has received order from National Company Law Tribunal (NCLT), Ahmedabad rejecting the frivolous application filed by Arka Projects based on grounds that there was pre-existing spute between di the Parties with important mention that the IBC is mechanism for insolvency resolution and not for recovery of disputed dues. Accordingly, the Company received the order in its favour.

40. DETAILS OF SETTLEMENT DONE WITH BANKS OR FINANCIAL INSTITUTIONS

During the FY 2024-2025, there is no such settlement done with any Banks and Financial Institutions.

41. VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 read with the Rules made thereunder, the Audit Committee of the Company oversees a Vigil Mechanism. The Company has adopted Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict con3dentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate cases. The Whistle Blower Policy is hosted on the website of the Company under investor section.

42. ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors extends its sincere appreciation to the Banks, Financial Institutions, Central and State Governments, the Ministry of Corporate A3airs, the Securities and Exchange Board of India, Stock Exchange, the Registrar and Share Transfer Agent, as well as all Statutory and Regulatory Authorities for their invaluable support, guidance, and continued collaboration in the Companys journey of growth and success.

The Board also places on record its deep gratitude to the Management Team, Directors, esteemed customers, business associates, consultants, vendors, service providers, shareholders, investors, and all other stakeholders for their unwavering trust, steadfast commitment, and continued support.

Further, the Board expresses its heartfelt thanks to all employees for their dedication, hard work, and alignment with the Companys vision. Their relentless e3orts and enthusiasm are instrumental to the Companys accomplishments and ongoing progress.

The Directors warmly acknowledge every member of the Lakshya family for their outstanding contributions to the Companys performance. Their consistent excellence, passion, and dedication have played a pivotal role in shaping the Companys present and laying the foundation for its future. We applaud their spirit and tireless pursuit of excellence, which have enabled the Company to achieve new milestones and aspire for greater heights.

For and on behalf of Board of Directors of

Lakshya Powertech Limited

	Sd/-
	Rajesh Anne
Date: August 30, 2025	Chairman & Managing Director
Place: Ahmedabad	DIN: 05294345