Laser Power & Infra Ltd Directors Report

<dhhead-BOARDS REPORT</dhhead-

Dear Shareholders,

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Your directors are pleased to present the Companys 38^thAnnual Report on business and operations, together with the audited Annual Standalone and Consolidated Financial Statements and the Auditors Report thereon for the financial year ended 31^st March, 2026.

1. FINANCIAL PERFORMANCE

The highlights of the Companys financial performance for the financial year ended 31^st March, 2026 is summarized below:

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	232,610.35	243,846.12	232,610.35	257,039.75
Other income	2,179.21	2,186.49	2,178.97	2,213.19
Total income	234,789.56	246,032.61	234,789.32	259,252.94
Total Expenses	218,639.23	232,849.04	218,703.06	245,438.96
Profit before exceptional items and tax	16,150.33	13,183.57	16,086.26	13,813.98
Add: Exceptional Items	-	-	3,278.66	-
Profit Before tax (PBT)	16,150.33	13,183.57	19,364.92	13,813.98
Less: Tax expenses	4,234.12	3,130.39	4,205.58	3,138.80
Profit After Tax (PAT)	11,916.21	10,053.18	15,159.34	10,675.18
Other Comprehensive Income (OCI)	(41.21)	(203.72)	(41.21)	(210.24)
Total Comprehensive Income	11,875.00	9,849.46	15,118.13	10,464.94
Earnings per Equity Share (EPS) (face value Rs. 5/- each)
- Basic (in Rs. )	10.36	8.74	13.18	9.00
-Diluted (hrRs. )	10.36	8.74	13.18	9.00

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2. RE VIEW OF OPERATIONS AND COMPANY AFFAIRS

Your Company is an integrated manufacturer of power cables, conductors and other specialised products and components to the power transmission and distribution industry in India. According to CRISIL, your Company was among the leading players, in terms of manufacturing capacity for power cables and conductors in Fiscal 2025, among manufacturers having manufacturing facilities of power cables and conductors in East India. The Companys manufacturing units are critical to its integrated approach, which enables it to leverage in-house production capacities, supply chain efficiency, and

technical expertise to deliver cost-effective, high-quality solutions tailored to client and project-specific requirements.

On a standalone basis, revenue from operations for FY 2025-26 stood at Rs. 2,326.10 crore as against Rs. 2,438.46 crore in FY 2024-25. Profit Before Tax (PBT) stood at Rs. 161.50 crore and Profit After Tax (PAT) stood at Rs. 119.16 crore.

3. MATERIAL EVENTS

During the year under review, the following material events has occurred:

a. Conversion of the status of the Company from Private to Public Limited Company

Your Company was converted from Private Limited into Public Limited Company effective from 8^th September, 2025, upon issue of fresh certificate of incorporation consequent upon conversion to a public company dated 8* September, 2025 by the Registrar of Companies, Central Processing Centre. Accordingly, the name of the Company was changed from Laser Power & Infra Private Limited to Laser Power & Infra Limited.

b. Initial Public Offer (IPO)

Your Company has filed Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE"), and the National Stock Exchange of India Limited ("NSE", together with BSE, the "Stock Exchanges") on 27^th September 2025. Subsequent to the filing of DRHP, the Company successfully obtained in-principle approvals from BSE and NSE and received SEBIs observations/approval.

The remaining processes in connection with the proposed initial public offering and listing of the Equity Shares are currently underway.

4. DIVIDEND

Your Directors has recommended a dividend of Rs. 1/- (i.e. 10%) per share on Redeemable, Nonparticipating, Non-cumulative Preference Shares of face value of Rs. 10/- each for the financial year 2025- 26. -

Further, the Board has not recommended any dividend on the equity shares of the Company for the financial year 2025-26 keeping in mind the requirement of funds to support the expansion and growth plans of the Company.

Dividend Distribution Policy

The Dividend Distribution Policy is available on the Companys website on

https: / / laserpowerinfra.com / wp-content / upi oads /2025 /11 / Dividend-Distribution-Policy .pdf

There were no unpaid/unclaimed dividends declared in previous years and hence the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the General Reserve for the year under review.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of your Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of your Company which have occurred between the close of the financial year i.e. 31^sl March 2026 and the date of this Report.

8. SHARE CAPITAL

A. Changes in Share capital

(i) Increase in authorised share capital of the Company:

Pursuant to the approval of the shareholders on 4^th August, 2025, the authorised share capital of the Company increased from Rs. 543,950,000 (Rupees Fifty- Four Crore Thirty- Nine Lakhs Fifty Thousand Only) divided into 5,339,500 (Fifty-Three Lakhs Thirty- Nine Thousand Five Hundred) Equity Shares of Rs. 100/- (Rupees One Hundred only) each and 1,000,000 (Ten Lakhs Only) Preference Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 1,010,000,000/- (Rupees One Hundred and One Crore Only) divided into 10,000,000 (One Crore) Equity Shares of Rs. 100/- (Rupees One Hundred only) each and 1,000,000 (Ten Lakhs Only) Preference Shares of Rs. 10/- (Rupees Ten Only) each.

Accordingly, Clause V of the Memorandum of Association was amended to reflect increase in the authorized share capital of our Company from 1543,950,000 divided into 5,339,500 equity shares of 1100 and 1,000,000 preference shares of 110 each to 11,010,000,000 divided into 10,000,000 equity shares of 1100 each and 1,000,000 preference shares of 110 each.

(ii) Issue of Bonus equity shares:

On 4^th August, 2025, the shareholders approved the issuance of 5,112,944 bonus equity shares of face value of Rs. 100/- each, in the ratio of eight (8) bonus equity shares of face value Rs. 100/- each for every One (1) existing equity share held by the equity shareholders of the Company. The said bonus shares were allotted on 6^th August, 2025, in accordance with Section 63 of the Companies Act, 2013. Pursuant to bonus issuance, the issued, subscribed and paid-up equity share capital of our Company stood increased from 639,118 Equity Shares of face value of Rs. 100/- each to 5,752,062 equity shares of Rs. 100 each.

(iii) Sub-division of face value of equity shares of the Company:

Pursuant to the approval of the shareholders on 21^st August, 2025, the authorized share capital of the Company was sub-divided from 10,000,000 equity shares of face value Rs. 100/- each and

1.000. 000 preference shares of face value Rs. 10/- each to 200,000,000 equity shares of face value Rs. 5/- each and 1,000,000 preference shares of face value Rs. 10/- each.

Accordingly, Clause V of the Memorandum of Association was amended to reflect increase in the authorized share capital of our Company from 10,000,000 equity shares of Rs. 100/- each and

1.000. 000 Preference Shares of Rs. 10/- each to 200,000,000 Equity Shares of face value Rs. 5/- each and

1.000. 000 Preference Shares of Rs. l0/- each.

B. As on 31^st March, 2026, the share capital of the Company is as below:

Particulars No.	Amt (Rs. )
A. AUTHORISED SHARE CAPITAL
200,000,000 Equity Shares of face value of Rs. 5/- each	1,000,000,000
1,000,000 Redeemable, non-participating, non-cumulative preference shares of Rs. 10/- each	1,0,000,000
Total	1,010,000,000
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
11,50,41,240 Equity Shares of face value of Rs. 5/- each	575,206,200
8,76,252 Redeemable, non-participating, non-cumulative preference shares of Rs. 10/- each	8,762,520
Total	583,968,720

C. As on 31^st March, 2026,100% of the Companys equity shares and preference shares are held in dematerialised form.

9. SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

As on 31^st March, 2026, your Company has l(one) wholly owned subsidiary i.e. Akshat Builders Private Limited. UIC Udyog Limited ceased to be a subsidiary of the Company with effect from 1^st April, 2025.

Your Company does not have any associate or joint venture company.

10. FINANCIAL STATEMENTS

The financial statements of the Company for the financial year ended 31^st March 2026 have been prepared in accordance with the applicable Indian Accounting Standards (IND-AS). Pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited standalone and consolidated financial statements of the Company, together with the audited financial statements of its subsidiaries are available on the Companys website at https://laserpowerinfra.com/ .

In terms of Rule 8 (1) of the Companies (Accounts) Rules, 2014, this Board Report has been prepared on the basis of Standalone Financial Statements of the Company for FY 2025-26.

In compliance with provisions of Section 129 (3) of the Companies Act, 2013 ("the Act") read with Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements as per the Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of this Annual Report. Further, a statement containing salient features of the financial statements of the subsidiary company is disclosed separately as Annexure A in Form AOC-1 and forms part of this Annual Report.

11. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits under Section 73 of the Companies Act, 2013 and the Rules made thereunder and therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company consists of a balanced combination of Executive and Non- Executive Directors, including Women Director, who bring with them extensive experience and expertise in diverse areas such as corporate finance, strategic management, accounting, legal affairs, marketing, brand development, social initiatives, general management, and business strategy.

As on 31^st March, 2026, the Board of Directors of the Company comprised of Six (6) Directors, consisting of one Managing Director, two Whole-time Directors and three Independent Directors of which one is a woman Independent Director. None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Act. Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India ("SEBI") or Ministry of Corporate Affairs ("MCA") or any other such regulatory authority.

a) Changes in Directors and Key Managerial Personnel

During the year under review and till the date of this report following changes took place in the composition of the Board of Directors and Key Managerial Personnel of your Company:

• Mr. Navin Kumar Saffar (DIN: 03107852) resigned from the position of Whole-Time Director and ceased to be a member of the Board of Directors of the Company with effect from 30^th June 2025. Subsequently, Mr. Navin Kumar Saffar was redesignated as Executive Director (not forming part of the Board) and Chief Operating Officer (COO) of the Company with effect from 1^st July, 2025.

• Mr. Deepak Goel (DIN: 00673430), Managing Director of the Company, was redesignated as Chairman and Managing Director of the Company with effect from 9^th September 2025. During his tenure as Chairman and Managing Director, he shall not be liable to retire by rotation.

• Mr. Devesh Goel (DIN: 02992306), Whole Time Director of the Company, was re-designated as Whole Time Director and Chief Executive Officer of the Company with effect from 9^th September, 2025, who shall be liable to retire by rotation during his tenure as Whole Time Director and Chief Executive Officer of the Company.

• Mr. Ajit Kumar Das (DIN: 10501253) was appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 (five) consecutive years with effect from 17^th September, 2025 pursuant to the Special Resolution of the Members at the Extra Ordinary General Meeting of the Company held on 19^th September, 2025.

• Mr. Rajnish Rikhy (DIN: 08883324) was appointed as an Independent Director of the Company,

not liable to retire by rotation, for a period of 5 (five) consecutive years with effect from 17^th September, 2025 pursuant to the Special Resolution of the Members at the Extra Ordinary General Meeting of the Company held on 19^th September, 2025.

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• Ms. Ratnabali Kakkar (DIN: 01967547) was appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 (five) consecutive years with effect from 17^th September, 2025 pursuant to the Special Resolution of the Members at the Extra Ordinary General Meeting of the Company held on 19^th September, 2025.

• Ms. Payal Agarwal, Company Secretary of the Company, was appointed as the Compliance Officer of the Company with effect from 9^th September, 2025.

Ms. Payal Agarwal ceased to hold the office of Company Secretary and Compliance Officer of the Company with effect from the close of business hours on 9^th March, 2026.

• Based on the recommendation of the Nomination & Remuneration Committee, the Board has appointed Mr. Debendra Banthiya as Company Secretary & Compliance Officer of the Company with effect from 25^th April, 2026.

b) Directors retirement by rotation

Mr. Devesh Goel, Whole-Time Director and Chief Executive Officer of the Company, retires by rotation at the ensuing Annual General Meeting (" AGM") and, being eligible, has offered himself for re-appointment

Further, the brief resume and other details relating to the Director seeking re-appointment, as stipulated under Secretarial Standard 2, are provided in the Notice convening the ensuing AGM.

c) Declaration by Independent Director(s)

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act.

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency as prescribed under the Companies Act, 2013 and are independent of the management of the Company.

d) Meeting of Board of Directors and its Committees

During the year under review, seventeen (17) meetings of the Board of Directors were held i.e. 02^nd April, 2025,16^th April, 2025,25* April,2025,14* May, 2025,20* May, 2025,19* June, 2025,04* July,

2025, 18* July, 2025, 31^st July, 2025, 06* August, 2025, 18* August, 2025, 28* August, 2025, 09* September, 2025,17* September, 2025, 26* September, 2025, 09* January, 2026 and 25* February,

2026. The intervening gaps between the meetings were within the period prescribed under the Companies Act, 2013.

The name of the Directors and their attendance at the Board Meetings are as under:

SI. No. Name of the Directors	Designation	No. of Board meetings entitled to attend	No. of Board meetings attended during the financial
1. Deepak Goel	Chairman & Managing Director	17	17
2. Devesh Goel	Whole Time Director & Chief Executive Director	17	17
3. Akshat Goel	Whole Time Director	17	17
4. Navin Kumar Saffar*	Whole Time Director	6	6
5. Ajit Kumar Das	Independent Director	4	4
6. Rajnish Rikhy	Independent Director	4	4
7. Ratnabali Kakkar	Independent Director	4	4

* Ceased to be Director w.e.f. 30¹¹ June, 2025

e) Committees of the Board

i. Audit Committee- The Board of Directors in its meeting held on 17* September, 2025 has constituted the Audit Committee and approved the terms of references of the Committee. During the financial year 2025-26,3 (Three) meetings of the Audit Committee of the Company were held on 26* September, 2026, 09* January, 2026 and 25* February, 2026. The composition of the Committee and the meeting attended by each of the members during FY 2025-26 are given below:

SI. No. Name of the Member	Designation	Designation in Committee	No. of meetings entitled to attend during the year	No. of meetings Attended
1 Ajit Kumar Das	Independent Director	Chairperson	3	3
2 Ratnabali Kakkar	Independent Director	Member	3	3
3 Rajnish Rikhy	Independent Director	Member	3	3
4 Deepak Goel	Chairman & Managing Director	Member	3	2

ii. Nomination and Remuneration Committee

The Board of Directors in its meeting held on 17th September, 2025 has constituted the Nomination and Remuneration Committee and approved the terms of references of the Committee. During the financial year 2025-26, no meeting of Nomination and Remuneration Committee of the Company was held. The composition of the Committee during the year 2025-26 is as under.

SI. Name of the Member No.	Designation	Designation in Committee
1. Rajnish Rikhy	Independent Director	Chairperson
2. Ratnabali Kakkar	Independent Director	Member
3. Deepak Goel	Chairman & Managing Director	Member

iii. Stakeholders Relationship Committee

The Board of Directors in its meeting held on 17th September, 2025 has constituted the Stakeholders Relationship Committee and approved the terms of references of the Committee. During the financial year 2025-26, no meeting of Stakeholders Relationship Committee of the Company was held. The composition of the Committee during the year 2025-26 is as under:

SI. Name of the Member No.	Designation	Designation in Committee
1. Ratnabali Kakkar	Independent Director	Chairperson
2. Rajnish Rikhy	Independent Director	Member
3. Devesh Goel	Whole-time Director and Chief Executive Officer	Member
4. Akshat Goel	Whole-time Director	Member

iv. Risk Management Committee

The Board of Directors in its meeting held on 17th September, 2025 has constituted the Risk Management Committee and approved the terms of references of the Committee.

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During the financial year 2025-2026, no meeting of the Risk Management Committee was held. The composition of the Committee is as under:

SI. No. Name of the Member	Designation	Designation in Committee
1. Deepak Goel	Chairman and Managing Director	Chairperson
2. Ajit Kumar Das	Independent Director	Member
3. Devesh Goel	Whole-time Director and Chief Executive Officer	Member
4. Amit Kumar Goel	Chief Financial Officer	Member
5. Navin Kumar Saffar	Executive Director* and Chief Operating Officer	Member

•Navin Kumar Saffar is not a Director on our Board.

v. Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee was re-constituted by the Board on 17^th September, 2025 and approved the terms of references of the Committee.

During the financial year 2025-26,3 (Three) meetings of the CSR Committee of the Company were held on 14^th April, 2025,14^th July, 2025 and 08^th August, 2025. The composition of the Committee and the meeting attended by each of the members during FY 2025-26 are given below:

SI. Name of No. Director/Member	Designation / Nature of Directorship	No. of meetings entitled to attend during the year	No. of meetings Attended
1. Deepak Goel* (Chairman)	Chairman & Managing Director	3	3
2. Navin Kumar Saffar@ (Member)	Executive Director & Chief Operation Officer	3	1
3. Devesh Goel # (Chairman)	Whole Time Director & Chief Executive Officer	3	2
4. Mr. Akshat GoelA (Member)	Whole Time Director	Nil i •	Nil
5. Mr. Ajit Kumar DasA (Member)	Independent Director	Nil	Nil

* Deepak Goel ceased to be member of the Committee w.e.f. 17th September, 2025

@ Navin Kumar Saffar ceased to be member of the Committee w.e.f. 30th June, 2025

# Devesh Goel was appointed as member of the CSR Committee w.e.f. 04th July, 2025 and become Chairman of the CSR Committee on 17th September, 2025

A Akshat Goel and Ajit Kumar Das was appointed as member of the CSR Committee w.e.f. 17th September, 2025

vi. Initial Public Offering (IPO) Committee

The Board of Directors in its meeting held on 9* September, 2025 has constituted the IPO Committee and approved the terms of references of the Committee.

During the financial year 2025-26, 2 (Two) meetings of the IPO Committee of the Company were held on 27^th September, 2025 and 19^th December, 2025. The composition of the Committee and the meeting attended by each of the members during FY 2025-26 are given below:

SI. Name of the No. Member	Designation	Designation in Committee	No. of meetings entitled to attend during the year	No. of meetings Attended
1. Akshat Goel	Whole-time Director	Chairperson	2	2
2. Devesh Goel	Whole-time Director and Chief Executive Officer	Member	2	2
3. Deepak Goel	Chairman & Managing Director	Member	2	2

vii. Executive Committee

For monitoring, reviewing and approving regular and day to day management and financial matters, thereby striving operational convenience for the Company, the Board of Directors constituted an Executive Committee on 9^th September, 2025. The Committee is entrusted to carry out the authority as delegated by the Board and meets as and when required.

During the financial year 2025-26, 7 (Seven) meetings of the Executive Committee of the Company were held on 16^th October, 2025, 07^th November, 2025, 26^th November, 2025, 22^nd December, 2025, 15^th January, 2026,16^th February, 2026 and 24^th March, 2026. The composition of the Committee and the meeting attended by each of the members during FY 2025-26 are given below:

SI. Name of the Member No.	Designation	Designation in Committee	No. of meetings entitled to attend during the year	No. of meetings Attended
1. Deepak Goel	Chairman & Managing Director	Chairperson	7	7
2. Devesh Goel	Whole-time Director and Chief Executive Officer	Member	7	7
3. Akshat Goel	Whole-time Director	Member	7	7

f) Evaluation of Board, its Committees and Directors

Pursuant to the provisions of Section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, Section 178 of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Board of Directors, its Committees and individual Directors, including the Chairman of the Board, was carried out during the year under review.

The evaluation process covered various aspects relating to the functioning of the Board and its Committees, including composition, effectiveness of meetings, strategic guidance, governance practices, participation of Directors and overall contribution to the growth and performance of the

Company. The Independent Directors also reviewed the performance of the Non-Independent Directors, the Chairman of the Board and the Board as a whole.

g) Nomination & Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has approved the Nomination and Remuneration Policy of the Company. The said Policy is available on the Companys website afchttps://laserpowerinfra.com/wp content/uploads/2025/ll/Nomination- and Remuneration-Policy, pdf ^;

The Policy, inter alia, lays down the criteria for determining qualifications, positive attributes and independence of Directors, along with other matters as prescribed under Section 178(3) of the Companies Act, 2013.

h) Separate Meeting of the Independent Directors

The Independent Directors of the Company met separately on 25^th February,2026 without the presence of Non-Independent Directors. All the Independent Directors were present at the meeting. Following matters were, inter-alia, reviewed and discussed in the meeting:

- Performance of Non-Independent Directors and the Board of Directors as a whole.

- Performance of the Chairman of the Company after taking into account the views of Executive and Non- Executive Directors.

- Assessment of the quality, quantity and timeliness of flow of - information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

13. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The particulars of employees required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this Report. However, in terms of the provisions of Section 136 of the said Act, the Report and Accounts are being sent to all members of the company and other entities thereto, excluding the said particular of employees. Any member interested in obtaining such particulars may write to the Company Secretary. The said information is also available for the inspection at the Registered Office of the Company during working hours before the date of the Annual General Meeting.

14. CREDIT RATING

During the year under review, your Company was assigned/reaffirmed following credit rating by Acuite Ratings & Research Limited:

Bank Facilities	Rating
Long term	ACUITE A+
Short term	ACUITE A1+

This reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to successfully meet its financial obligations.

15. AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

M/ s. V. Singld & Associates, Chartered Accountants (Firm Registration No. 311017E), has been appointed as the Statutory Auditors of the Company, for a period of five (5) years from the conclusion of 37th AGM of the Company held in year 2025 until the conclusion of the 42th AGM of the Company to be held in year 2030.

The Report issued by M/s V. Singhi & Associates, Chartered Accountants (Firm Registration No. 311017E), on the financial statements of the Company for the financial year 2025-26 forms part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comments from the Board of Directors.

Further, the Statutory Auditors have not reported any instance of fraud during the year under review under the provisions of Section 143(12) of the Companies Act, 2013.

b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. Hansraj Jaria, Practicing Company Secretaries, a peer reviewed proprietorship firm, having Membership No. F7703 and COP: 19394 as Secretarial Auditors of the Company for the financial year 2025-26 to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as Annexure B.

There is no qualification, reservation, adverse remark, or disclaimer_; given by the Secretarial Auditors in their Reports.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on 23^rd June, 2026, based on the recommendation of the Audit Committee, appointed Mr. Hansraj Jaria, Practicing Company Secretaries, having Membership No. F7703 and COP: 19394, as the Secretarial Auditors of the Company for the financial year 2026-27.

c. Cost Auditor

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your Company has maintained cost records as specified by the Central Government.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the rules framed thereunder, the Board of Directors, at its meeting held on 23^rd June, 2026, based on the recommendation of the Audit Committee, re-appointed M/s. B Ray & Associates, Cost Accountants as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2026-27.

A resolution seeking approval of the shareholders for ratifying remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing AGM. In this regard, your directors recommend passing of Ordinary Resolution.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year ended 31^st March 2026, as required to be given pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure C.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with Schedule VII of the Companies Act, 2013, as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has adopted a CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company. The CSR Policy formulated by the

Company is available on the Companys website at httesiZ^aserpoweriitfraxorniwE: content/ u ploads / 2025 /11 /Cornoraie-Sorial-Responstbil ity-PoIicy.pdf.

The Annual Report on CSR , as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D and forms part of this Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, the Company has been investing and deploying its surplus funds within the overall limit as applicable to the Company in terms of the Companies Act, 2013.

The Company makes investments or extends loans to its subsidiary for its business purpose. The particulars of loans granted, guarantee given, and investments made during, the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a Policy on related party transactions, which has been approved by the Board of Directors and the same is available on the website of the Company at

https: //laserpowerinfra.com/wp-content/upIoads/2025/ll/Related-Par^_rlransactjpn^pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arms length basis. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act 2013 in form AOC-2 is not applicable.

The details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the accounts in the audited (standalone and consolidated) financial statement and forms part of this Report.

Prior omnibus approval of the Audit Committee was obtained on an annual basis for transaction with related parties considering repetitiveness of the transactions (in past or in future); justification for the need of omnibus approval and transaction made on arms length basis i.e. at market price. The transactions entered pursuant to the omnibus approval so granted and a statement giving

details of all transactions with related parties were placed before the Audit Committee for their review on a periodic basis. ,

20. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March 2026 is available on the website of the Company at the link

https://laserpowerinfra.com./investor-relations/m.gt-7/ .

The annual return uploaded on the website is a draft in nature and the final annual return shall be uploaded at the same link on the website of the Company once the same is filed with the Ministry of Corporate Affairs after the AGM.

21. INTERNAL FINANCIAL CONTROLS

The Company has established and maintained adequate Internal Financial Controls (IFC) commensurate with the size, scale, and complexity of its operations. The Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and updated from time to time.

Your Company has appointed Internal Auditors to examine the internal controls and verify whether the workflow of the organization is in accordance with the approved policies of the Company.

The Board of Directors of the Company have adopted various policies such as Related Party Transactions Policy, Whistle Blower Policy, Corporate Social Responsibility Policy, Risk Management Policy and Materiality Policy among others, for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

22. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and Whistle Blower Policy in accordance with the provisions of Section 177(9) of the Companies Act, 2013. The Policy provides an effective framework for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of applicable laws and regulations, financial irregularities, misuse of authority, or any other misconduct, without fear of retaliation. The Policy aims to promote ethical conduct, transparency and accountability across the

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organization. The Whistle Blower Policy is available on the Companys website at

https://laserpowerinfra.com/wp-con.tent/uploads/2025/ri/Whistle-Blower-P_oIicy.pdl

The Company endeavours to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the implementation of the Vigil Mechanism and reviews all genuine concerns and grievances reported under the Policy.

During the financial year under review, no person was denied access to the Audit Committee. Further, no complaints or concerns were reported under the Vigil Mechanism/Whistle Blower Policy during the year.

23. RISK MANAGEMENT FRAMEWORK

The Board of Directors of the Company has constituted a Risk Management Committee and adopted a Risk Management Policy. The Policy is available on the website of the Company at

https://laserpowerinfra.com/wp-con.tent/uploads/2025/ll/Risk-Management-Policy.pdf.

The Policy provides a structured framework for the identification, assessment, monitoring and mitigation of risks that may impact the Companys business and operations. It aims to strengthen the Companys resilience, support sustainable growth and ensure effective corporate governance through a robust risk management process.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013 and the Board of Directors to the best of their information and knowledge, confirms that: -

a. In the preparation of annual accounts for the year ended 31^st March,2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

b. Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. 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;

d. The annual financial accounts have been prepared on a going concern basis;

e. Proper internal financial controls were in place and such controls are adequate and operating effectively; and

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

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the year under review, there is no Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in the future.

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESS AL) ACT, 2013

During the year under review, your Company has not received any compliant pertaining to sexual harassment. The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. COMPLIANCE OF SECRETARIAL STANDARDS

During FY 2025-26 the Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

28. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

During the year under review, your Company has duly complied with all applicable provisions of the Maternity Benefits Act, 1961, ensuring that eligible female employees are granted the statutory entitlements related to maternity leave, benefits, and workplace support. This compliance reflects the organizations commitment to upholding employee welfare and adhering to labour laws designed to protect the rights of working mothers.

29. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. No application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

c. The Company has not resorted to any buy back of its equity shares during the year under review.

d. Issue of shares (including sweat equity shares) to employees of the Company under any scheme or under ESOP.

e. Issue of shares through Right Issue or Private Placement

f. Receipt of secured/unsecured loans from its directors.

g. Receipt of remuneration or commission by Managing Director or the Whole-time Directors of the Company from any of its subsidiary companies of the Company.

h. Details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions.

30. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support and cooperation extended by the Companys lending financial institutions, banks, customers, suppliers, distributors, business partners and other stakeholders. The Board also acknowledges the commitment, dedication and valuable contributions of the Companys employees at all levels. Your Company had cordial relation with the workers and employees at all levels.

Your Companys consistent focus on professionalism, integrity, operational excellence and continuous improvement has enabled it to maintain efficient operations and create a strong foundation for sustainable growth and long-term value creation.