Laxmi Dental Ltd Directors Report

To,

The Members,

Laxmi Dental Limited

(Formerly known as Laxmi Dental Export Private Limited)

On behalf of the Board of Directors, it is a pleasure to present the 21 st Annual Report of the Company along with the audited Financial Statements (both standalone and consolidated) and Auditors Report for the financial year ended March 31, 2025 (2024-25). This is the first annual report after the Initial Public Offering ("IPO") of the Company. The Board appreciates and is thankful for the continued support of all the shareholders throughout the journey of the Company from incorporated as private limited company, conversion into public limited company and now as a listed company.

KEY FINANCIAL HIGHLIGHTS _STANDALONE AND CONSOLIDATED_

Financial highlights of the Company for 2024-25 as compared to the preceding 2023-24, on standalone and consolidated basis are summarized below: (INR in Million)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,712.44	1,393.88	2391.07	1935.55
Other income	46.20	52.94	33.38	17.09
Total income	1,758.64	1,446.82	2,424.45	1952.64
Profit/(Loss) before Depreciation, Finance Costs, Tax and	307.94	165.61	452.11	254.99
Exceptional item
Less: Depreciation and amortization expenses	98.17	91.21	150.19	119.36
Less: Finance Costs	36.50	42.17	53.90	49.54
Add: Exceptional items	70.27	-	70.27	(0.85)
Profit / (Loss) before Tax	243.54	32.23	318.29	85.24
Less: Tax Expenses	57.47	(104.20)	64.54	(94.17)
Add : Share in Profit after Tax of Joint Ventures	71.68	90.67	71.68	88.88
Profit / (Loss) After Tax for the year from continuing operations	257.75	227.10	325.43	268.29
Add: Loss Before Tax from Discontinuing Operations	-	-	(8.09)	(16.00)
Add: Tax income from Discontinuing Operations	-	-	1.00	-
Profit / (Loss) for the year	257.75	227.10	318.34	252.29
Add: Other comprehensive Income/ (Loss) for the year	(5.48)	3.85	(5.34)	(1.40)
Total comprehensive Income / (Loss) for the year	252.27	230.95	313.00	250.89

(The Name of the Company has been changed from Laxmi Dental Export Private Limited to Laxmi Dental Private Limited, further, consequent upon conversion to Public Company, the name of the Company has been changed from Laxmi Dental Private Limited to Laxmi Dental Limited with effect from August 02, 2024 CIN: L51507MH2004PLC147394).

RESULTS OF BUSINESS OPERATIONS AND THE STATE OF COMPANYS AFFAIRS i. Standalone performance

During the financial year, the Company on a standalone basis has reported a total income of INR 1,758.64 Million against INR 1,446.82 Million in the previous financial year. The profit (after tax) stood at INR 257.75 Million against INR 227.10 Million in the previous financial year.

ii. Consolidated performance

During the financial year, the Company on a consolidated basis has reported total income of INR 2,424.45 Million against INR 1,952.64 Million in the previous financial year. The profit (after tax) stood at INR 318.34 Million against INR 252.29 Million in the previous financial year.

STATE OF COMPANYS AFFAIRS AND OPERATIONS:

We Laxmi Dental Limited (Formerly Known as "Laxmi Dental Export Private Limited") have a brand presence of more than 21 years and we are amongst the top two largest dental laboratories in India based on revenue for the Fiscal 2025. We are a vertically integrated and B2B2C dental aligner company, and the largest and most profitable indigenous dental aligner company in terms of revenue from operations and Profit after Tax ("PAT") Margin respectively as of March 31, 2025. We manufacture our dental products across our six manufacturing facilities and five supporting facilities spread across more than 1,47,029.63 square feet as of March 31, 2025.

Our laboratory has an extensive brand presence of more than 21 years in the dental laboratories business and has evolved from a two-member dental laboratory to an integrated dental products company. We are amongst the top two largest dental laboratories in India by revenue for Fiscal 2025 catering to domestic markets and international markets including USA, UK and Europe. Among the Indian dental labs, we are the largest exporter in terms of export value as of 604.9 Million, for custom made dental prosthesis, catering primarily to US and UK. We are the preferred partner for one of the largest D50 in the USA with more than 1,650 clinics in the USA. Having evolved from a two-member dental laboratory to an integrated dental products company, we now have a legacy of 21 years in the dental laboratories business with a reach of over more than 20,000 dental clinics, dental companies and dentists between Fiscals 2022 to 2025 ("Dental Network").

In terms of retail sales, the Indian market for custom-made crowns and bridges is estimated to grow from US$ 1.4 Billion in 2023 to US$ 3.1 Billion in 2030 at a higher rate of 11.8% compared to the global market which is estimated to grow from US$ 71 Billion in 2023 to US$ 121.6 Billion in 2030 at a rate of 8.0%. The Indian dental laboratories market is characterized by the presence of fragmented and unorganized dental laboratories with less than ten technicians and a dearth of quality management standard compliant dental products. Changing regulatory requirements in the medical devices sector is expected to transition the fragmented and unorganized dental products and consumables market to organized and consolidated market dominated by companies focusing on quality, operational efficiency, and consumer experience.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year, there was no change in the nature of business of the Company and the Company continues to focus on improving its operational efficiencies.

DIVIDEND:

In order to conserve the resources of the Company, your directors do not recommend any dividend for the financial year ended on March 31, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the financial year under review.

AMOUNT TRANSFERRED TO RESERVES:

The Company has not transferred any amount to the general reserves or any other reserve for the financial year under review.

SHARE CAPITAL: i) Authorized Share Capital:

As on March 31, 2025, the Authorized Share Capital of the Company is INR 25,00,00,000 (Rupees Twenty-Five Crores Only) consisting of:

1. 6,50,00,000 (Six Crore Fifty Lacs) Equity Shares of face value of INR 2/- (Indian Rupees Two) each and;

2. 3,00,000 (Three Lacs) Preference Shares of face value of INR 400/- (Indian Rupees Four Hundred) each.

During the financial year under review, following change occurred in the Authorized Share Capital of the Company: On June 07, 2024, the Authorized Share Capital of the Company has been increased from INR 14,46,00,000 (Indian Rupees Fourteen Crores Forty-Six Lacs) consisting of 24,60,000 (Twenty Four Lacs Sixty Thousand) Equity Shares of face value of INR 10/- (Indian Rupees Ten) each and 3,00,000 (Three Lacs) Preference Shares of face value of INR 400/- (Indian Rupees Four Hundred) each to INR 25,00,00,000 (Indian Rupees Twenty-Five Crores Only) consisting of 1,30,00,000 (One Crore Thirty Lacs) Equity Shares of face value of INR 10/- (Indian Rupees Ten) each and 3,00,000 (Three Lacs) Preference Shares of face value of INR 400/- (Indian Rupees Four Hundred) each. In accordance with the provisions of Section 61(1) (d) of the Companies Act, 2013 ("the Act"), the shareholders passed a resolution in its Extra

Ordinary General meeting ("EGM") held on June 07, 2024, approving the sub-division of the Equity Shares of the Company thereby reducing the face value of each Equity Share having face value of INR 10/- (Indian Rupees Ten) each fully paid up into face value of INR 2 (Indian Rupees Two) each fully paid up.

ii) Paid Up Share Capital:

As on March 31, 2025, the Paid-Up Share Capital of the Company is INR 10,99,24,298 (Indian Rupees Ten Crores Ninety-Nine Lacs Twenty-Four Thousand Two Hundred Ninety-Eight Only) consisting of 54,962,149 Equity Shares of face value of INR 2/- (Indian Rupees Two) each.

During the financial year, following changes have occurred in the Paid-up Share Capital of the Company: A. PrivatePlacement: On May 30, 2024, in accordance with Section 42 of the Act, the shareholders in its EGM had approved issuance of 1,146 Equity Shares of face value of INR 10/- (Indian Rupees Ten) each at a price of INR 13,092 (Indian Rupees Thirteen Thousand and Ninety-Two Only including premium of INR 13,082) for consideration other than cash, pursuant to a Share Swap Agreement dated May 31, 2024 entered into between Bizdent Devices Private Limited, Mr. Anil Tilakraj Arora, Mrs. Jyotika Anil Arora and your Company. Further, the Board of Directors in its meeting held on June 04, 2024 has approved allotment of 1,146 Equity Shares.

Pursuant to the said allotment, the issued, subscribed and paid-up Equity Shares and paid-up equity share capital of the Company increased from INR 30,79,140/- (Indian Rupees Thirty Lacs Seventy-Nine Thousand One Hundred Forty) divided into 3,07,914 Equity Shares of face value of INR 10/- (Indian Rupees Ten) each to INR 30,90,600/- (Indian Rupees Thirty Lacs Ninety Thousand Six Hundred) divided into 3,09,060 Equity Shares of face value of INR 10/- (Indian Rupees Ten) each.

B. Sub-division of Equity Share: On June 07, 2024, in accordance with Section 61(1)(d) of the Act, the shareholders of the Company had approved the sub-division of the Equity Shares of the Company thereby reducing the face value of each Equity Share.

Pursuant to the sub-division, the issued, subscribed and paid-up Equity Shares i.e. 3,09,060 Equity Shares having face value of INR 10/- (Indian Rupees Ten) each, stood the sub-divided into 15,45,300 Equity Shares having face value of INR 2/- (Indian Rupees Two) each without altering the aggregate amount of such capital.

C. Issuance of Bonus Shares:

On June 07, 2024 shareholders in its EGM had approved the issuance of bonus shares, in proportion of 1 Equity Share (having a face value of INR 2/- each) for every 17 Equity Shares held by an equity shareholder of the Company, and subsequently the Board of Director of the Company in its meeting held on June 14, 2024 allotted 2,62,70,100 Equity Share (having a face value of INR 2/- each) in accordance with Section 63 of the Act.

Pursuant to the bonus issuance, the issued, subscribed and paid-up equity share capital of the Company increased from INR 30,90,600/- (Indian Rupees Thirty Lacs Ninety Thousand Six Hundred) divided into 15,45,300 Equity Shares of face value of INR 2/- (Indian Rupees Two) each to INR 5,56,30,800/- (Indian Rupees Five Crores Fifty-Six Lacs Thirty Thousand Eight Hundred) divided into 2,78,15,400 Equity Shares of face value of INR 2/- (Indian Rupees Two) each.

D. Conversion of Compulsorily Convertible Cumulative Preference Shares ("CCPS") into Equity:

On December 19, 2024, the Company had converted 2,90,597 outstanding Series A CCPS into 2,39,22,450 Equity Shares. The conversion of such CCPS into Equity Shares was on a ratio of 1 CCPS into 82.3217377 Equity Shares of face value INR 2/- each.

Pursuant to conversion of the CCPS into Equity Shares, the issued equity share capital of the Company increased from INR 5,56,30,800/- divided into 2,78,15,400 Equity Shares of face value of INR 2/- each to INR 10,34,75,700/- divided into 5,17,37,850 Equity Shares of face value of INR 2/- each and the issued, subscribed and paid-up preference share capital of the Company was reduced to Nil.

E. Fresh Issue of Equity Shares Initial Public Offering ("IPO"):

During 2024-25, the Company had issued and allotted 32,24,299 Equity Shares of INR 2/- each, at an issue price of INR 428.00 per fully paid-up equity share (including a premium of INR 426 per equity share) pursuant to Initial Public Offer as approved by the Board of Directors in their meeting held on January 16, 2025.

The funds received pursuant to Public Issue, have been utilized for the objects stated in the prospectus.

Listing of Equity Shares of the Company:

During the period under review, your Company had successfully completed its Initial Public Offer ("IPO") of 1,63,09,766 Equity Shares of face value INR 2/- each for cash at a price of INR 428 including a share premium of INR 426 per equity share, aggregating up-to INR 6,98,05,80,000/-. The offer comprises: a. Fresh Issue of 32,24,299 equity shares of face value of INR 2 each at a price of INR 428 per equity share including a share premium of INR 426 per equity share aggregating to INR 1,37,99,99,972/- and b. An offer for sale of 1,30,85,467 equity shares of face value of INR 2 each at a price of INR 428 per equity share including a share premium of INR 426 per equity share aggregating to INR 5,60,05,79,876/-.

The Company successfully completed the IPO process, and Equity Shares of the Company were listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on January 20, 2025.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has 5 (Five) subsidiaries including foreign subsidiary, 2 (Two) Step Down Subsidiary, 1 (One) Joint Venture and 1 (One) Associate Company as on March 31, 2025:

Sl.	Name of the Companies/LLP	Percentage of holding	Type
No.
1	Laxmi Dental Lab USA INC	100.00	Subsidiary
2	Bizdent Devices Private Limited	100.00	Wholly Owned Subsidiary
3	Signature Smiles Dental Clinic Private Limited	88.88	Subsidiary
4	Rich Smile Design LLP	66.00	Subsidiary
5	Kids-e-Dental LLP	60.00	Joint Venture
6	1 Diverse Dental Lab LLC	100.00	Step-Down Subsidiary
7	2 Illusion Dental Lab USA INC	100.00	Step-Down Subsidiary
8	ECGPLUS Technologies Private Limited	41.70	Associate

1 Subsidiary of Laxmi Dental Lab USA INC.

2 Illusion Dental Lab USA INC, Wholly Owned Material Subsidiary of Laxmi Dental Lab USA INC.

Material subsidiary:

During the financial year 2024-25, Bizdent Devices Private Limited and Laxmi Dental Lab USA INC were material subsidiary pursuant to Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Board reviewed the affairs of the subsidiaries and found that there has been no material change in the nature of the business of such subsidiaries.

The Company has formulated a policy for determining material subsidiaries. The policy is available on the website of the Company at: https://www.laxmidentallimited.com/public/investors/policies/Determination-of-Material-Subsidiaries.pdf. Further, no Company has become or ceased to be a subsidiary, joint venture or associate company of the Company during 2024-25.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Subsidiaries and Joint Venture has been provided in Form AOC-1 and is annexed as Annexure - 1 and forms a part of this Annual Report.

Further, the financial statement of the subsidiaries and joint venture has been prepared and consolidated with the Company and forms an integral part of this Report. The consolidated financial statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) and forms an integral part of this report. The financial of its aforesaid subsidiaries are not attached to this Report and pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the Subsidiaries upon a request by any member of the Company. The members desiring the financial statements of the Subsidiaries, may send their request in writing to the Company at co.sec@laxmidentallimited.com. The Company has placed separately, the audited accounts of its subsidiaries on its website at www.laxmidentallimited. com in compliance with the provisions of Section 136 of the Act.

FINANCIAL STATEMENTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and Regulation 48 of the SEBI Listing Regulations for the financial year 2024-25 as applicable to the Company.

The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the financial year ended March 31, 2025.

ALTERATION OF MEMORANDUM OF ASSOCIATION _MOA_ & ARTICLES OF ASSOCIATION _AOA_:

ALTERATION OF MOA:

During 2024-25, the shareholders of the Company at their EGM held on June 07, 2024, had approved an increase in Authorized Share Capital of the Company, pursuant to said approval the Authorized Share Capital of the Company was increased from INR 14,46,00,000/- (Indian Rupees Fourteen Crores and Forty Six Lacs) divided into 24,60,000 (Twenty

Four Lacs Sixty Thousand) Equity Shares having face value of INR 10/- (Indian Rupees Ten Only) each and 3,00,000 (Three Lacs) Preference Shares of INR 400/- (Indian Rupees Four Hundred) to INR 25,00,00,000 (Indian Rupees Twenty-Five Crores Only) consisting of 1,30,00,000 (One Crore Thirty Lacs) Equity Shares of face value of INR 10/- (Indian Rupees Ten) each and 3,00,000 (Three Lacs) Preference Shares of face value of INR 400/- (Indian Rupees Four Hundred) each.

Further, in accordance with the provisions of Section 61(1)(d) of the Act, the shareholders passed a resolution in its EGM held on June 07, 2024, approving the subdivision of the Equity Shares of the Company thereby reducing the face value of each Equity Share having face value of INR 10/- (Indian Rupees Ten) each fully paid up in-to face value of INR 2 (Indian Rupees Two) each fully paid up.

The shareholders of the Company, at their EGM held on June 18, 2024, has approved:

?€? Change of name of the Company from Laxmi Dental Export Private Limited to Laxmi Dental Private Limited, thereby altering name Clause of Memorandum of Association of the Company.

?€? Conversion of the Company from a Private Limited Company in to a Public Limited Company.

ALTERATION OF AOA:

During 2024-25, the shareholders of the Company at their EGM held on June 18, 2024, has approved:

?€? Adoption of new set of AOA,

?€? Inclusion of Investor Specific Articles in the existing AOA

The shareholders of the Company at their Annual General Meeting held on September 07, 2024, has approved amendment to AOA. By the said amendment Clause 3 of the Preamble and Article 135 of the Part A of the AOA was amended in order to align part of the AOA with the IPO plan of Company. Further, existing Part B of AOA, was replaced with new Part B in order to incorporate various amendment made in the Shareholders Agreement and amendment agreements(s).

Further, all articles of Part B terminated and ceased to have any force and effect from the date of receipt of the final listing and trading approvals from the stock exchanges for commencement of trading of the equity shares of the Company.

EMPLOYEES STOCK OPTION PLANS _"ESOPS"_:

The Company has Employee Stock Option Plan namely, Laxmi Dental Stock Option Scheme, 2024 ("ESOP 2024"/ "Scheme")". The said ESOP 2024 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "SEBI SBEB & SE Regulations") and have also been ratified subsequently by the shareholders through Postal Ballot, post listing of shares, on May 17, 2025. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the ESOP 2024 of the Company.

During the FY under review, the Nomination and Remuneration Committee of the Board of Directors, at its meeting held on December 13, 2024, has granted 3,51,672 (Three Lacs Fifty-One Thousand Six Hundred and Seventy-Two) Employees Stock Options exercisable into not more than 3,51,672 (Three Lacs Fifty-One Thousand Six Hundred and Seventy-Two) Equity Shares of the Company of face value of INR 2/- each fully paid-up, under the ESOP 2024, to the option grantees.

The statutory disclosures as mandated under the Act and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 (SBEB&SE Regulation) and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SBEB&SE Regulations and Members resolutions have been hosted on the website of the Company at www.laxmidentallimited.com and the same will be available for electronic inspection by the Members during the Annual General Meeting (AGM) of the Company.

A statement containing the relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 14 of the SEBI SBEB&SE Regulations for the financial year ended on March 31, 2025 can be accessed on the website of your Company at: www. laxmidentallimited.com.

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted any deposit as covered under Section 73 and Section 76 of the Act read with Companies (Acceptance of Deposits), Rules, 2014. As on March 31, 2025 there were no deposits lying unpaid or unclaimed.

PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:

During the financial year under review, the Company has not borrowed any amount from the Director(s) or their relative.

Further, details of unsecured loan taken in previous year(s) and outstanding as on March 31, 2025, are given in the notes to the Financial Statements, as included in this Annual Report.

The Director(s) have confirmed that money given by them is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others and the Company.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information related to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act and Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure ?€“ 2 and forms a part of this Annual Report.

CORPORATE GOVERNANCE:

The Companys philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders.

The Company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit of all stakeholders. The Company has implemented all the stipulations as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements set out by Securities Exchange Board of India.

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has given its deliberations to provide all the information in the Directors Report and the Corporate GovernanceReportaspertherequirementsoftheCompanies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Listing Agreement entered by the Company with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable Regulations as issued by SEBI and as amended from time to time a report on Corporate Governance along with a Certificate from M/s M. Jawadwala & Co., Practicing Company Secretaries, (Unique ID: S2016MH383700; Peer Review No.: 5317/2023) regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure ?€“ 3 & 4 respectively and forms a part of this Annual Report.

The certification by Chief Executive Officer and Chief Financial Officer as per Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure ?€“ 5 and forms a part of this Annual Report.

CODE OF CONDUCT:

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Companys website ?€“ https://www.laxmidentallimited.com/ corporate_governance.

The Board Members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a declaration signed by the Managing Director & CEO to this effect is annexed herewith as Annexure - 10 and forms a part of this Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of SEBI Listing Regulations, Management Discussion and Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company for the reporting year is annexed herewith as Annexure ?€“ 6 and forms a part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Since the Company got listed on January 20, 2025, and name of the Company has not been in the list of top 1000 listed entities based on market capitalization as on March 31, 2025, Business Responsibility and Sustainability Reporting is not applicable to the Company for financial year 2024-25.

DIRECTORS, KEY MANAGERIAL PERSONNEL _"KMP"_ AND SENIOR MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

The Board of Directors of the Company is led by the Chairman and comprises of 6 (Six) Directors, consisting of

1 (One) Whole-time Director, 1 (One) Managing Director, 1 (One) Non-Executive-Nominee Director and 3 (Three) Non-Executive Independent Directors (including One (1) Woman Independent Director).

The composition of Board of directors as on March 31, 2025 are as follows:

Name of Director	Designation
Rajesh Vrajlal Khakhar	Chairman and Whole-time
	director
Sameer Kamlesh Merchant	Managing Director
1 Sumona Chakraborty	Non-Executive, Nominee
	Director
Anjana Grewal	Non-Executive, Independent
	Director
Devesh Ghanshyam Chawla	Non-Executive, Independent
	Director
Rajesh Shashikant Dalal	Non-Executive, Independent
	Director

1 Sumona Chakraborty ceased to be nominee director w.e.f. closure of business hours of June 06, 2025.

The details of the Board and Committee Composition, tenure, cessation, appointment or re-appointment of Directors are provided in the Corporate Governance Report as annexed herewith as Annexure ?€“ 3 and forms a part of this Annual Report. The constitution of the Board of the Company is in accordance with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.

Appointment/Re-appointment to the Board at the 21 st AGM:

The following Director is proposed to be appointed at the ensuing AGM, the brief details of which are mentioned in the Notice of 21 st AGM forming part of this Annual Report: Based on the recommendation of the Nomination and Remuneration Committee, the Board has appointed Dr. Anil Arora (DIN: 03469947) as an Additional Director in the capacity of Non- Executive Non- Independent Director, subject to approval of the Members of the Company.

Director retiring by rotation:

In accordance with the provisions of the Act, Sameer Kamlesh Merchant (DIN: 00679893), Managing Director, retires from the Board by rotation and being eligible and offers himself for re-appointment. The Board recommends the said re-appointment at the 21 st AGM. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his appointment.

Further, the brief resume and other details relating to the Director seeking appointment or re-appointment, as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 ("SS-1"), are provided in the Notice convening the ensuing AGM.

During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the commission, and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company Based on the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Act, and are also not debarred by SEBI or any other statutory authority for holding office of a Director. The Directors have also made necessary disclosures as required under provisions of Section 184(1) of the Act. As required by SEBI Listing Regulations, a certificate from Company Secretary in practice, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company, by SEBI, MCA or any such statutory authorities, is annexed to the Corporate Governance Report as annexed herewith as Annexure ?€“ 3 and forms a part of this Annual Report.

KEY MANAGERIAL PERSONNEL _"KMP"_:

In terms of Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 30 of SEBI Listing Regulations, the KMPs of the Company as on March 31, 2025 are:

Name of the KMP	Designation
Rajesh Vrajlal Khakhar	Whole-time director
Sameer Kamlesh Merchant	Managing Director
Sameer Kamlesh Merchant	Chief Executive Officer
Dharmesh Bhupendra	Chief Financial Officer
Dattani
Nupur Joshi	Company Secretary

Appointment and resignation of Key Managerial Personnel ("KMP"):

During the financial year under review:

Kartik Shah has resigned from the position of Company Secretary of the Company w.e.f. July 19, 2024.

Nupur Joshi was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. July 20, 2024.

Dharmesh Bhupendra Dattani was appointed as the Chief Financial Officer of the Company w.e.f. July 20, 2024.

Rajesh Vrajlal Khakhar (DIN: 00679903) was appointed as Chairman and Whole-time director w.e.f. August 13, 2024.

Sameer Kamlesh Merchant (DIN: 00679893) was appointed as Managing Director & Chief Executive Officer w.e.f. August 13, 2024.

Appointment and resignation of Senior Managerial Personnel ("SMP"):

The Senior Managerial Personnel ("SMP") of the Company as on March 31, 2025 are:

Name of the SMP	Designation
Amrish Mahendrabhai	Vice-President, Head of
Desai	Operations, USA & India
Sarfaraz Nasir Merchant	Vice-President, Head of Operations of the domestic dental laboratory, laboratory division
Arun B. John	Vice-President, Sales of the aligner division

The details of the appointment and cessation of SMP are provided in the Corporate Governance Report as annexed herewith as Annexure ?€“ 3 and forms a part of this Annual Report.

All members of the Board of Directors and Senior Management Personnel affirmed compliance with the Companys Code of Conduct Policy for financial year 2024-25.

Declaration by Independent Directors:

The Company has received disclosures/declarations from all the Independent Directors of the Company under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations and have confirmed that they fulfill the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and have also confirmed: 1. that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; 2. that they have complied with the Code of Conduct of Independent Directors prescribed under Schedule IV of the Act; and

3. that they have duly registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 including any amendments thereto and independent of the management of the Company.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

The Company on recommendation of its Nomination and Remuneration Committee has laid down a Nomination and Remuneration Policy, in compliance with Section 178(3) of the Act read with the Rules made therein and Regulation 19(4) read with Part D of Schedule II of SEBI Listing Regulations entered with the Stock Exchanges (as amended from time to time). The Company affirms that the remuneration paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy of the Company for appointment and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on the Companys website at: https://www.laxmidentallimited.com/corporate_ governance/policies

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The details of remuneration to Directors, Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - 7 and forms a part of this Annual Report. Pursuant to Section 136(1) of the Act, the Directors Report excludes the information on employees particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Copies of the said statement are available at the registered office of the Company during the designated working hours from 21 days before the AGM till the date of the AGM. Any member interested in receiving the said statement may write to the Company Secretary, stating their Folio No./DPID & Client ID.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is available on Companys website at: www.laxmidentallimited. com.

This Annual Return is subject to such changes/alterations/ modifications as may be required to carry out subsequent to the adoption of the Directors Report by the Shareholders at the 21 st Annual General Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the shareholders agree and empower the Board/Company and a copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Act, the Directors to the best of their knowledge and ability, hereby confirm that: a. in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b. we 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 affairs of the Company at the end of the financial year and of the profit of the Company for that_period; c. we have taken proper and sufficient care towards 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. we have prepared the annual accounts on a going concern basis; e. we have laid down internal financial controls, which are adequate and are operating effectively; f. we have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

NUMBER OF MEETING OF THE BOARD:

The Board of Directors met 22 (Twenty-Two) times in the financial year 2024-25. The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Act, Secretarial Standard on Meetings of the Board "SS-1") and SEBI Listing Regulations, as amended from time to time. The detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of this Annual Report.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134, 178 and Schedule IV of the Act and the SEBI Listing Regulations, the Board continues to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process, covering various aspects of the functioning of the Board, such as composition of the Board and Committees, effectiveness of Board process, information, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to on an annual basis to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual Directors, independent judgement by the Director, understanding of the Companys business etc.

The performance evaluation was carried out by the Nomination and Remuneration Committee in its meeting held on December 13, 2024. The recommendations of the Committee were subsequently considered by the Board at its meeting held on December 13, 2024, thereby concluding the performance evaluation process.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on January 07, 2025.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings and noted the performance to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was held on January 07, 2025.

COMMITTEES OF THE BOARD:

During the financial year under review, there were no change in the composition of the Committees of the Board. As on the date of this Report, the following are the Committees of the Board: a. Audit Committee b. 1 Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee e. Initial Public Offer ("IPO") Committee f. Committee of Independent Directors in connection with Initial Public Offering ("IPO")

Note: 1 After the end of the financial year and before the signing of this report the Nomination and Remuneration Committee was reconstituted. The details of such re-constitution was given in the Corporate Governance Report.

The composition of various Committees and meetings held is detailed below:

a. Composition of Audit Committee

The Board has constituted Audit Committee in accordance with the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. The Audit Committee met 8 (Eight) times during the financial year 2024-2025. The Company Secretary of the Company acts as a Secretary to the Committee. The details of the Committee along with their charters, composition and meetings held during the financial year are given in the Corporate Governance Report as annexed herewith as Annexure ?€“ 3 and forms a part of this Annual Report.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. Nomination and Remuneration Committee:

The Board has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations. The Nomination and Remuneration Committee met 4 (Four) times during the financial year 2024-2025. During the year, all recommendations made by the Committee were approved by the Board.

The details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report as annexed herewith as Annexure - 3 and forms a part of this Annual Report.

c. Stakeholders Relationship Committee:

The Board had constituted a Stakeholders Relationship Committee as per the provisions of Section 178(5) of the Act and Regulation 20 of SEBI Listing Regulations. The Stakeholders Relationship Committee met 1 (One) time during 2024-2025.

The details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report as annexed herewith as Annexure ?€“ 3 and forms a part of this Annual Report.

d. Corporate Social Responsibility Committee:

The Board has duly constituted Corporate Social Responsibility ("CSR") Committee. Further, Section 135 of the Act and rules made thereunder are not applicable to the Company 2024-25, therefore the Company was not required to undertake CSR activities and spend amount toward CSR activities.

During the financial year under review, no meeting of the CSR Committee was held.

The details of the Committee along with their charters and composition are given in the Corporate Governance Report as annexed herewith as Annexure ?€“ 3 and forms a part of this Annual Report.

e. Initial Public Offer ("IPO") Committee:

As the Company came up with the Initial Public Offering (IPO), the Board has constituted a IPO Committee to oversee the execution of the Companys IPO process. During financial year 2024-25, 2(Two) meetings as on September 12, 2024 and January 10, 2025 of the IPO Committee were held.

The composition and other details of the Committee are given in the Corporate Governance Report as annexure herewith as Annexure ?€“ 3 and forms a part of this Annual report.

The equity shares of the Company got listed on the Stock Exchanges on January 20, 2025, the purpose of the IPO Committee was duly achieved and accordingly, the committee was dissolved by the Board of Directors in their meeting held on February 13, 2025.

f. Committee of Independent Directors in connection with Initial Public Offering (IPO):

Pursuant to the requirement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Board constituted the Committee of Independent Directors to provide a recommendation in the price band in connection with the Offer in the IPO.

The composition and other details of the Committee are given in the Corporate Governance Report as Annexure ?€“ 3 and forms a part of this Annual report.

AUDITORS: a) Statutory Auditors and Statutory Auditors Report:

M/s M S K A & Associates, Chartered Accountants (Firms Registration No.: 105047W), the Statutory Auditors of the Company were re-appointed at the 20 th Annual General Meeting (AGM) of the Company held on September 07, 2024, for the term of 5 (Five) consecutive years from the conclusion of 20 th AGM till the conclusion of 25 th AGM of the Company at such remuneration as shall be fixed by the Board of Directors of the Company from time to time in consultation with Statutory Auditors.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Report. The Notes to the Financial Statements referred in the Auditors Report are self?€“explanatory and therefore do not call for any comments under Section 134 of the Act, The Auditors Report is enclosed with the Financial Statements in this Annual Report.

b) Cost Auditors:

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, related to maintenance of cost audit records and filing the same is not applicable to the Company, thus appointment of Cost Auditor is not applicable for the financial year 2024-25.

c) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. M Jawadwala

& Co, Peer Reviewed Firm of Practicing Company

Secretaries, (Membership No.: - A30840/C.P. No.: - 16191) (Peer Review: - 5317/2023) were appointed as the Secretarial Auditors of the Company to conduct the secretarial audit of the Company for financial year 2024-2025. The Secretarial Audit Report, in the prescribed Form No. MR-3 received from Secretarial Auditors for the financial year ended March 31, 2025, is annexed to this Report as Annexure 8 and forms part of this Annual Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Reports.

As on March 31, 2025, the Company has 2 (two) material subsidiary(ies) viz. Bizdent Devices Private Limited (Indian Company) and Laxmi Dental Lab USA Inc. (Foreign Company). Therefore, as per the requirement of Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report of the Material Unlisted Indian Subsidiary of the Company for the financial year ended March 31, 2025 as received from M/s. M. Jawadwala & Co., Practicing Company Secretaries, is annexed as Annexure - 9 and forms part of this report.

The Company has undertaken an Annual Secretarial Compliance Audit for 2024-25 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 has been submitted to the Stock Exchanges on May 30, 2025 and the said report may be accessed on the Companys website at the link www. laxmidentallimited.com.

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated December 12, 2024, the Board of Directors have approved and recommended to the shareholders the appointment of M/s. M Jawadwala

& Co, Peer Reviewed Firm of Practicing Company Secretaries, (Membership No.: - A30840/C.P. No.: - 16191) (Peer Review: - 5317/2023) as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years commencing from 2025-26 to 2029-30. The resolution seeking approval of shareholders for the same is set out in the Notice calling the 21 st Annual General Meeting of the Company.

M/s. M Jawadwala & Co, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified in the Act & Rules made thereunder and SEBI Listing Regulations, 2015 and as given in SEBI Circular No.: SEBI/ HO/ CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of disqualifications in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and read with Companies (Accounts) Rules, 2014, M/s. Bathiya & Associates LLP, Chartered Accountants (FRN.101046W/W100063) were appointed as the Internal Auditors to conduct the internal audit of the Company for 2024-25. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditors on a quarterly basis.

MAINTENENCE OF THE COST RECORDS:

For 2024-2025, the provisions of Cost Audit as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, were not applicable to the Company. As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 the Company was not required to maintain cost records for the financial year 2024-2025.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, during the financial year under review there were no frauds reported by the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors of the Company to the Audit Committee or the Board of Director. Hence, there is nothing to report under Section 134(3)(ca) of the Act.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place adequate Internal Financial Controls system as required under Section 134(5)(e) of the Act. The system covers all major processes including operations to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. During the financial year under review, such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and provide suggestive measures to resolve differences and close the gaps. Accordingly, the Audit Committee makes observations and recommends to the Board of Directors.

During the financial year under review, no material or serious observation has been received from the Auditors of the Company citing inefficiency or inadequacy of such controls. An extensive internal audit was carried out by Internal Auditors and post audit reviews were also carried out to ensure follow up on the observations made.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the financial year under review, the Company has been investing and deploying its surplus funds in securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 134(3)(g), 179 and 186 of the Act.

The Company makes investments or extends loans to its subsidiaries for their business purpose. The particulars of all such loans, guarantees and investments are entered into the register maintained by the Company for the purpose and are appended in notes to the financial statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a Policy on related party transactions in accordance with the provisions of Sections 177 and 188 of the Act, and Rules made thereunder read with Regulation 23 of SEBI Listing Regulations and the same is available on the website of the Company at https://www. laxmidentallimited.com/public/investors/policies/Related-Party-Transaction-Policy.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.

None of the contract or arrangement or transaction with any of the related parties were in conflict with the interest of the Company. There were no material related party transactions by the Company during the financial year under review. Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for 2024-25.

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 financial statement (both standalone and consolidated), forming part of this Annual Report.

Prior omnibus approval of the Audit Committee is 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 are placed before the Audit Committee for their review on a periodic basis.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company which had occurred between the end of the financial year and the date of this Annual Report.

RISK MANAGEMENT:

The Board of Directors of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threat to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

The Risk Management Policy of the Company is available on the website and can be accessed at: https://www. laxmidentallimited.com/corporate_governance/policies

VIGIL MECHANISM:

Pursuant to Section 177 (9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has established a Vigil Mechanism for Directors and employees to report genuine concerns to the management, instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. This Policy enables the employees or other connected person having interest in any transactions with the Company to report any unethical or improper practices noticed in the organization. The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour and accordingly as per the requirement of the Act and the SEBI Listing Regulations, the Company has framed its Vigil Mechanism Policy to enable all the employees and the Directors to report any violation of the Code of Ethics as stipulated in the said policy. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct, to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism Policy is available on the Companys website at https://www. laxmidentallimited.com/corporate_governance/policies and also set out in the Corporate Governance Report as annexed herewith as Annexure ?€“ 3 and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted Corporate Social Responsibility ("CSR") Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. At present, the CSR Committee of the Board consists of Rajesh Vrajlal Khakhar (Chairman and Whole-time director), Sameer Kamlesh Merchant (Managing Director & CEO) and Anjana Grewal (Independent Director) as the Members.

Further, Section 135 of the Act and rules made thereunder are not applicable to the Company for the financial year 2024-25, therefore the Company was not required to undertake CSR activities and spend amount toward CSR activities. The CSR policy formulated by the Company is available on the Companys website: https://www.laxmidentallimited.com/ public/investors/policies/Corporate-Social-Responsibility-Policy.pdf

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013:

The Company has been committed to create and provide an environment that is free from any kind of discrimination and harassment including sexual harassment. The Company has formulated and adopted an anti-sexual harassment policy in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (PoSH) and Rules made thereunder provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and ensures that all employees are treated with respect and dignity. The POSH Policy is also placed on the Companys website - https://www.laxmidentallimited.com/public/ investors/policies/Prevention-of-Sexual-Harassement-Policy.pdf All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. During the financial year under review, no complaints with allegations of sexual harassment were received by the Company.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee ("ICC") in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The necessary disclosure in terms of requirements of Rule 8 of the Companies (Accounts) Rules, 2014 and SEBI Listing Regulations in this regard is given below:

Sr. No.	Particulars	No. of Complaints
1.	Number of complaints of sexual	Nil
	harassment received in the year
2.	Number of complaints disposed of	Nil
	during the year
3.	Number of cases pending for more	Nil
	than ninety days

E VOTING FACILITY AT AGM:

In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 21 st AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its Members whose names will appear in the register of members as on the cutoff date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by MUFG Intime India Private Limited (formerly named as Link Intime India Private Limited). The detailed process and guidelines for e-Voting have been provided in the notice convening the meeting.

WEBSITE

The Company has developed and maintained its fully functional website www.laxmidentallimited.com which has been designed to exhibit the detailed information on the Companys business. The site carries a comprehensive database of information of the Company from investors perspective too. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of investors interest / knowledge has been duly provided on the website of the Company.

PREVENTION OF INSIDER TRADING:

The Company has amended the Code of Conduct for Prohibition of Insider Trading ("the Code") effective February 13, 2025 in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time and is available on our website, at https://www.laxmidentallimited.com/public/investors/ policies/Code-of-Conduct-for-Insider-Trading.pdf.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. After listing, internal trainings and awareness programmers were conducted to make the employees familiar with Code of Conduct for Insider Trading and UPSI Policy of the Company.

DISCLOSURES AS PER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013 / SEBI _LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS_ REGULATIONS, 2015 i) Risk Analysis:

The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting risks associated with the business of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuous basis.

ii) Disclosure relating to material deviations/ variations and Utilization of Issue Proceeds:

As per Regulation 32(1) of SEBI Listing Regulations, there are no material deviations/variances noted in the Company. The funds received pursuant to IPO, have been utilized for the objects stated in the prospectus. The details of utilization of issue proceeds of the IPO is submitted to the Stock Exchanges and are available on their websites. As on March 31, 2025, there was no material variation between projected utilization of funds in the Offer document and the actual utilization of funds.

The following table sets forth details of the utilization of the Net Proceeds:

Object for utilization of Net Proceeds	Total estimated amount/ expenditure to be funded from the Net Proceeds of IPO	Fund utilized as on March 31, 2025 (In Million)
	(In Million)
Repayment/prepayment, in full or in part, of certain outstanding borrowings availed by our Company	229.84	229.84
Investment in certain Subsidiaries for the repayment/	46.00	-
prepayment, in full or in part, of certain outstanding borrowings Funding the capital expenditure requirements for purchase of new machinery for our Company	435.07	7.43
Investment in our Subsidiary, Bizdent Devices Private Limited, for the capital expenditure requirements for the purchase of new machinery	250.04	-
General corporate purposes	320.75	94.10

In accordance with the requirements of SEBI (ICDR) Regulations, 2018 the Company has appointed ICRA Limited as Monitoring Agency for review and certification of utilization of the IPO proceeds to the Company.

SECRETARIAL STANDARDS:

The Company follows the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government under Section 118(10) of the Companies Act, 2013, for convening and conducting the meeting of the Board of Director, General Meetings and other matters related thereto and have devised proper systems to ensure the compliance of applicable Standards.

INDUSTRIAL RELATIONS:

The industrial relation during the financial year 2024-25 had been cordial. The Directors take on record the committed support received from its agents, dealers, suppliers and crucial efforts made by the senior management personnel, officers, employees and workers towards overall growth and development of the Company.

Further, the Company has a strong people policy aimed at recruiting the best talent, training the people, engaging with them continuously, and ensuring strong retention, thereby, laying foundation to a robust human capital. This alignment makes it easier for the Company and its people to work together toward common goals.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 _31 OF 2016_ DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the financial year under review, no application was made by the Company under the Insolvency and Bankruptcy Code, 2016 neither any proceeding pending before the tribunal or any other authorities under the said Code.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no instance of one-time settlement with any bank or financial institution. The Company was not required to obtain this valuation report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There has been no significant material order passed by regulators or courts or tribunals impacting going concern status and Companys operations in future.

COMPLIANCE OF THE PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to provide safe, supportive and dignified working environment to the women employees and has in place policy related to Maternity Benefits which is in compliance with provisions relating to the Maternity Benefit Act, 1961. The Company has made adequate provisions to ensures that maternity leave, medical benefits, and other related entitlements are received by the eligible female employees. Further, during the financial year under review the Company is in compliance with all the applicable provisions of Maternity Benefit Act, 1961.

GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of the 21 st AGM of the Company including the Annual Report for the financial year 2024-25 are being sent to all shareholders whose e-mail addresses are registered with the Company/ Depository Participant(s).

GENERAL DISCLOSURES:

During the financial year under review, the Board of Directors confirm that no disclosure or reporting is necessary for the following, as there were no transactions/events of such nature: a) there was no revision of financial statements and Boards Report of the Company. b) the Company has not failed to implement any corporate action. c) there were no agreements entered by the Company which comes within the purview of Regulation 30A of Listing Regulations.

d) the trading of securities of the Company were not suspended by the stock exchange. e) issue of equity shares with differential rights as to dividend, voting or otherwise f) issue of shares (including sweat equity shares) to employees of the Company under any scheme. g) buy back of the shares of the Company.

ACKNOWLEDGEMENT:

The Directors would like to express their earnest appreciation for the assistance and co-operation received by the Company from its various stakeholders, financial institutions, banks, government authorities, vendors, customers and business associates and also acknowledge with gratitude the encouragement and support extended by all. The Directors wish to place on record their deep sense of appreciation to all the employees at different levels for their continued dedication, hard work, and contribution during the financial year.