Laxmi Organic Industries Ltd Directors Report

The Members,

Laxmi Organic Industries Limited

Your Directors are pleased to present their report on the business and operations of your Company along with the audited accounts of your Company for the year ended March 31,2026.

( in Million)

	STANDALONE		CONSOLIDATED
	Year Ended March 2026	Year Ended March 2025	Year Ended March 2026	Year Ended March 2025
Revenue from operations	28,085.32	29,446.06	28,466.67	29,854.42
Profit before depreciation, interest and tax	1,893.16	3,077.17	1,866.94	3,050.00
Finance costs	216.36	197.32	220.88	204.52
Depreciation	750.98	1,224.94	766.35	1,240.25
Profit before tax (PBT)	925.82	1,654.91	879.71	1,605.23
Tax	133.24	474.70	86.09	470.19
Net profit	792.58	1,180.21	793.62	1,135.04

The Directors are pleased to recommend a Final Dividend of 15% ( 0.30 per equity share) on the face value of 2/- per share of the Company for the financial year ended March 31, 2026. The Dividend, if approved by the Members at the ensuing Annual General Meeting, will result in an outflow of approximately 83.16 Million.

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

During the year under review, the Company operated in a challenging business environment marked by continued pricing pressure in the chemical sector, volatility in raw material prices, changing global demand dynamics, and geopolitical uncertainties impacting market sentiments and supply chains.

On a standalone basis, Revenue from Operations stood at 28,085.32 Million as against 29,446.06 Million in

the previous year. Profit Before Depreciation, Interest and Tax (PBDIT) stood at 1,893.16 Million compared to 3,077.17 Million in the previous year. Profit Before Tax (PBT) stood at 925.82 Million as against 1,654.91 Million in the previous year, while Net Profit for the year stood at 792.58 Million compared to 1,180.21 Million in the previous year.

On a consolidated basis, Revenue from Operations stood at 28,466.67 Million as compared to 29,854.42 Million in the previous year. Consolidated PBDIT stood at

1,866.94 Million as against 3,050.00 Million in the previous year. Consolidated Profit Before Tax (PBT) stood at 879.71 Million compared to 1,605.23 Million in the previous year, while Consolidated Net Profit for the year stood at 793.62 Million as against 1,135.04 Million in the previous year.

Despite the challenging operating environment, the Company continued to focus on operational efficiencies, working capital optimization, margin improvement initiatives, prudent cost management, and strengthening of its product portfolio and longterm growth capabilities.

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented in a separate section, forming part of the Annual Report.

The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year under review.

The authorised share capital of the Company as on March 31, 2026, stood at 1,260.00 Million (Rupees One Thousand Two Hundred and Sixty Million), divided into 63,00,00,000 (Sixty-Three Crores) equity shares of

? 2/- each. There was no change in the authorised share capital of the Company during the financial year under review.

Further, the issued, subscribed, and paid-up share capital of the Company increased from ? 554.05 Million (comprising 27,70,23,813 equity shares of? 2/- each) to ? 554.30 Million (comprising 27,71,47,873 equity shares of? 2/- each), primarily due to the issuance of 1,24,060 equity shares during the year under review, pursuant to the exercise of stock options by employees under the Employee Stock Option Scheme - 2020 (ESOP-2020).

The details regarding utilisation of the funds raised through the Initial Public Offering (IPO) and Qualified Institutional Placement (QIP) are disclosed in the Notes to the Standalone Audited Financial Statements prepared in accordance with the Indian Accounting Standards (Ind AS). Kindly refer to Note 11 of the Notes to Standalone Audited Financial Statements for the status of utilisation of such funds.

The Company currently operates two Employee Stock

Option Schemes, as detailed below:

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

Approved by the shareholders on November 24, 2020, LAXMI ESOP-2020 authorizes the grant of up to 67,50,000 stock options, which may result in the issuance of an equivalent number of equity shares. The Scheme provides for the issuance of Employee Stock Options (ESOPs), Thank You Grants, or Restricted Stock Units (RSUs) to eligible employees of the Company and its subsidiaries. The primary objective of this Scheme is to attract, retain, and motivate employees by rewarding high performance and fostering long-term commitment.

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

Approved by the shareholders on July 30, 2024, LAXMI ESOP-2024 provides for the grant of up to 42,50,000 stock options, which may result in the issuance of an equivalent number of equity shares. The Scheme is designed to reward and incentivise eligible employees of the Company and to support employee retention by recognising exceptional performance.

Both LAXMI ESOP-2020 and LAXMI ESOP-2024 comply with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. In accordance with the applicable provisions of the said Regulations. There was no material change in the said schemes. The details of stock options as on March 31,2026, are provided in Annexure A to this Report.

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

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

During 2025-26, the Indian Rupee depreciated by 10.63% against the US Dollar, moving from ? 85.6250 on April 01,2025, to ? 94.6543 on March 31, 2026. The US$/1NR exchange rate fluctuated within a range of ? 83.7538 to ? 95.1250, with an annual realised volatility of 3.70%, notably higher than the 2.26% volatility observed in the previous financial year.

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

Instrument	India Ratings	CRISIL Ratings
Term Loans	IND AM Negative	CRISIL AA-/ Negative
Fund-based working capital facility	IND AM Negative/ IND A1 +	CRISIL AA-/ Negative/ CRISIL A1 +
Non-fund-based working capital facility	IND A1 +	CRISIL A1 +
Commercial Paper	IND A1 +	CRISIL A1 +

The Company has established a robust and comprehensive internal control framework commensurate with the scale, nature, and complexity of its operations. This framework is designed to facilitate systematic identification, evaluation, and mitigation of risks, while reinforcing strong corporate governance practices and ensuring the reliability of financial reporting. The internal financial controls of the Company are appropriately documented, embedded within operational processes, and subject to periodic review and rigorous testing throughout the year. Based on such evaluations, no material weaknesses were observed in either the design or operating effectiveness of these controls during the financial year under review.

The effectiveness of internal controls is further supported through a multi-layered assurance mechanism comprising periodic management reviews, control self-assessment processes across functional areas, continuous monitoring by process owners, and independent testing carried out by the Internal Auditors. The Internal Auditors function with operational independence and report directly to the Audit Committee of the Board, thereby strengthening the objectivity and robustness of the internal assurance framework. Their scope of review extends to evaluation of the adequacy and effectiveness of internal controls as well as substantive testing of a significant portion of transactions by value.

In addition, the Company has implemented a structured compliance management system supported by an internal digital compliance tool that facilitates monitoring of statutory and regulatory obligations through automated tracking and alerts, thereby strengthening adherence to applicable legal and governance requirements.

Further, in accordance with the provisions of the Listing Regulations, the Company has constituted a dedicated Risk Management & ESG Governance Committee to oversee enterprise risk management and sustainability- related governance matters. The Committee is responsible for the formulation, implementation, and periodic review of the Companys Risk Management Plan and ESG oversight framework. Details regarding its composition, roles, and terms of reference are provided in the Corporate Governance Report forming part of the Annual Report.

Collectively, these mechanisms provide reasonable assurance regarding the adequacy and operating effectiveness of the Companys internal financial controls and risk management processes.

The Companys Policy on Prevention of Sexual Harassment at Workplace (POSH) is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules framed thereunder. An Interna Complaints Committee (ICC) has been duly constituted to address complaints received under the Policy and to ensure a safe, respectful, and inclusive working environment across all locations of the Company.

During the financial year under review, two complaints were received under the POSH Policy. Of these, one complaint was closed during the year, while one complaint remained under process as of March 3T 2026. All complaints were handled in accordance with the prescribed statutory timelines and procedures by the Internal Complaints Committee, including participation of the external member, and no systemic concerns or recurring issues were observed. Further details are as follows:

Particulars	Number
Number of complaints filed during the financial year	2
Number of complaints disposed of during the financial year	1
Number of complaints pending as on end of the financial year	1

The Company remains committed to fostering awareness and promoting a culture of dignity and respect at the workplace. As part of its preventive and sensitisation initiatives, POSH awareness and training programmes were conducted across Head Office, all the Manufacturing Sites, Mahape (R&D), and Pune locations through classroom sessions and employee e-learning modules during the year. A total of 28 classroom training sessions and 337 employee e-learning sessions were conducted across Head Office, all the Manufaturing Sites, Mahape (R&D), and Pune locations to reinforce awareness of the Policy and reporting mechanisms.

The Company continues to strengthen its preventive framework through periodic awareness programmes, structured grievance redressal mechanisms, and ongoing oversight by the Internal Complaints Committee.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended ail statutory benefits to eligible women employees during the year under review.

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

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

i) Training & Development: We encourage continuous development, empowering our employees to learn, grow, and succeed. Committed to supporting both personal and professional growth, we view this as integral to achieving individual aspirations and organization objectives. We provide upskilling opportunities, learning programs, and strong managerial support, encouraging employees to pursue interests, enhance skills and broaden horizons. Here are highlights from a few key initiatives:

A) Leadership Collaboration Workshop: To

strengthen leadership alignment beyond the senior leadership team, a focused Leadership Collaboration Initiative was extended to the direct reportees of the SLT. This initiative aims to build a strong second line of leadership by enhancing collaboration, alignment, and collective accountability across functions. Through structured workshops and interactive discussions, participants explored ways to break silos, improve cross-functional engagement, and adopt an integrated leadership approach that supports better decision-making. A key emphasis was placed on fostering transparency, trust, and proactive problem-solving, along with establishing a continuous feedback loop to enable open dialogue, surface challenges early, and drive aligned execution. By embedding these collaborative practices within the broader leadership ecosystem, the initiative is enabling emerging leaders to work cohesively, strengthen leadership depth, and contribute more effectively

to achieving organizational priorities and longterm business goals.

B) Strengthening Financial Acumen in Leadership:

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

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

iii) Recognition Program: We revamped our Rewards & Recognition (R&R) framework, aligned closely with our annual business priorities, we are proud to share a significant milestone. This transformation has enabled us to bring sharper focus, transparency, and purpose to our recognition culture ensuring that contributions driving business impact are celebrated in a meaningful and timely manner. Ouraward categorieslikeOperational Efficiency, Execution Excellence, Growth, Digital First and Safety are thoughtfully designed to reflect the core

pillars of our organizational success. These categories not only highlight individual achievements but also reinforce the behaviors and mindsets that drive our collective success. As we continue this journey, we remain committed to building a culture where every contribution is valued, and excellence is consistently recognised.

i v) Employee Engagement - Enhancing HR Through Al: We

are dedicated to enhancing our employee experience through continuous improvement efforts. To strengthen the culture of feedback and to enhance employee engagement, the employee engagement pulse survey was rolled out which was an important milestone in listening to the voice of the organization. During the Survey, we received an encouraging 93% participation rate, reflecting strong trust and involvement across levels and functions. Further, we are conducting Action Planning Workshops, with employees which is enabling the organization to gather deeper insights and identify meaningful actions to further strengthen engagement and build a more inclusive, responsive, and employeecentric workplace.

v) Total Rewards Mindset: To build a strong base for this mindset it is essential to understand the external market. A basket of 19 Chemical sector companies was handpicked based on revenue, size, focus of work amongst other parameters and benchmarked for compensation and other best practices. This activity helped us to have a robust compensation philosophy which hinges on the pillars of Pay for performance and being Open, fair and consistent.

vi) Human Resources Information System Initiatives:

Th is year a lot of automation initiatives were undertaken through HRIS. e.g. Gratuity Process Automation. Our performance evaluation methodology - Check-ins; was implemented through HRIS for all employees. Other process flows have been optimised as per evolving processes of recruitment.

vii) Employee Benefit Policy Changes: This year observed a lot of policy changes which were focused at employee benefits. We rolled out our new Car Lease program, increasing eligibility. The changes ensured more enrollment through the program. We also updated our Employee Interest Free Loan policy & the Employee Group Medical policy which provide superior benefits than industry standards

viii) National Apprentice Promotional Scheme: As part of the long-term talent development strategy for Chemical ndustry, we have successfully institutionalized the National Apprentice Promotion Scheme (NAPS) as a

robust and sustainable process for nurturing entry- level talent across key functions. The program has been strategically designed to accelerate talent availability enhance the quality of trained manpower, reduce hiring turnaround time, and create meaningful employment opportunities for emerging talent for chemical sector.

In addition to building a future-ready workforce, the NAPS initiative has played a significant role in advancing the organizations diversity and inclusion agenda by creating a strong gender-diverse talent pool, particularly for Manufacturing and other operational functions.

Currently, the organization has engaged more than 101 NAPS trainees across various locations and functions. During FY 2025-26, over 32 trainees were onboarded through the program which translate to 36% of replacement positions on 5.2C & 5.2D grade in Mfg. Til date company has engaged cumulative 525 trainees since program inception and onboarded 159 trainees through the initiative.

The initiative has also delivered a meaningful impact on the organizations gender diversity objectives. More than 40% of the total diversity hiring in grade 5.2C & 5.2D for replacement positions in Manufacturing during FY 2026 was sourced through the NAPS talent pipeline, reinforcing the programs effectiveness in building an nclusive and future-focused workforce ecosystem.

Through NAPS, the organization continues to invest in developing industry-ready talent by combining structured learning, practical exposure, and capability development, thereby creating a strong foundation for sustainable organizational growth and long-term talent resilience.

The program has emerged as a critical feeder for chemical industry focusing upon Build Model talent philosophy particularly within Manufacturing operations.

ix) Gender Diversity: Improving gender diversity in the Company is a key goal. We have continued to build on a three-pronged approach to improving Diversity -

1) Leadership Sponsorship: It is sponsored by each Senior leadership team member who carries specific D&l goals with > 10% weightage.

2) Sensitization: Ayear-round program management to sensitize on issues that create impediments.

A series of actions has been implemented to improve gender diversity at Laxmi, such as creating and developing a talent pool through the NAPS Program, workforce sensitization through POSH workshops,

initiatives on women employee safety working in shifts, especially in manufacturing, and women-friendly policy development, etc. We have moved up gender diversity from 10% to 11% in 2025-26.

The details of the subsidiaries and the joint ventures as on March 31,2026, are given as under:

Sr. Name & Country of No. Incorporation	Category
1. Laxmi Organic Industries (Europe) B.V., Netherlands (LOBV)	Wholly Owned Subsidiary
2. Cellbion Lifesciences Private Limited, India (CLPL)
3. Viva Lifesciences Private Limited, India (VLPL)
4. Laxmi Speciality Chemicals (Shanghai) Co. Limited, China (LSCSCL)
5. Laxmi USA LLC
6. Laxmi Italy s.r.l*	Step Down Subsidiary
7. Saideep Traders, India (ST)	Step Down Partnership Firm
8. Cleanwin Energy One LLP, India (CEOLLP)	Associate Company
9. Radiance MH Sunrise Seven Private Limited	Associate Company

? Applied for closure of operations.

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

The annual accounts of the subsidiary companies are available for inspection by any Member at the Registered Office of the Company. Members interested in obtaining a copy may write to the Company Secretary. These documents are also available on the Companys website at: investors/financiais

During the year, none of the subsidiaries was classified as a Material Subsidiary under Regulations 16 and 24 of the Listing Regulations. The Policy for Determining Material Subsidiaries is available on the Companys website at:

a. Appointment/re-appointment/resignation:

During the year under review, tthe first five-year terms of Dr. Rajeev Vaidya (DIN: 05208166) and Dr. Rajiv Banavali (DIN: 09128266) as Independent Directors of the Company expired during the year.

The Board of Directors, at its meeting held on October 29, 2025, approved the re-appointment of Dr. Rajeev Vaidya as an Independent Director of the Company for a second term of three (3) years, commencing from November 25, 2025 to November 24,2028 (both days inclusive). The said re-appointment was subsequently approved by the shareholders by way of a Special Resolution passed through postal ballot.

Further, the Board of Directors, at its meeting held on January 29,2026, approved the re-appointment of Dr. Rajiv Banavali as an Independent Director of the Company for a second term of two (2) years, commencing from May 18, 2026 to May 17, 2028 (both days inclusive). The said reappointment was also subsequently approved by the shareholders by way of a Special Resolution passed through postal ballot.

Mr. Harshvardhan Goenka, Executive Director (DIN 08239696) and Mr. Manish Chokham, Non-executive Non-Independent Director (DIN 00204011), are schedu I ed for reti rement by rotation at the 37 th Annual General Meeting and are eligible for reappointment. Following a comprehensive performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board proposes their reappointment.

Details of the Directors seeking appointment/

reappointment, including profiles of these Directors, are provided in the Notice convening the 37 th Annual General Meeting of the Company.

Further, at its meeting held on April 10, 2026, the Board of Directors considered and approved the resignation of Mr. Mahadeo Karnik from the position of Chief Financial Officer of the Company, with effect from the close of business hours on April 13, 2026, and placed on record its appreciation for the valuable contributions made by him during his tenure with the Company.

At the same meeting, based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Flarshvardhan Goenka, Executive Director, to take charge as the Interim

Chief Financial Officer of the Company with effect from the commencement of business hours on April 14, 2026, to hold office until the assumption of charge by the newly appointed Chief Financial Officer.

Subsequently, at its meeting held on May 21, 2026, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee, approved the appointment of Mr. Amit Jain as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from the commencement of business hours on June 16, 2026. Consequently, upon assumption of office by Mr. Amit Jain as Chief Financial Officer, Mr. Harshvardhan Goenka, Executive Director of the Company, who is presently discharging the additional responsibilities of Interim Chief Financial Officer, shall cease to hold such additional responsibilities with effect from the close of business hours on June 15, 2026.

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

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

b. Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Companies Act, 2013, and rules made thereunder, the following are the Key Managerial Personnel of the Company for the year ended March 31,2026:

a. Mr. Ravi Goenka - Executive Chairman

b. Dr. Rajan Venkatesh - Managing Director & CEO

c. Mr. Mahadeo Karnik - CFO

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

c. Declarations by Independent Directors:

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

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

d. Board Evaluation:

The details relating to the Boards Performance evaluation are in the Corporate Governance Report.

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

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

During the year under review, all related party transactions were carried out at arms length and in the ordinary course of business. The Company did not enter into any materially significant transactions with Promoters, Directors, Key Managerial Personnel, or other related parties that could have a potential conflict with the interests of the Company.

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

The details of contracts or arrangements entered into with related parties during the year are disclosed in Form AOC-2, annexed to this Report as Annexure C. Additionally, members may refer to Note 39 of the Standalone Financial Statements for disclosures on related party transactions in accordance with Ind AS requirements.

Except for Mr. Ravi Goenka, Mr. Harshvardhan Goenka, and Mr. Rajeev Goenka, none of the other Directors have any pecuniary relationships or transactions with the Company.

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

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

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

As required under Regulation 24A of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. GMJ & Associates, Company Secretaries, has been appointed as the Secretarial Auditor of the Company for the term of five years to hold office from April 01,2025, till March 31,2030 (i.e. 2025-26 till 2029-30).

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure D to this Report. The Secretarial Audit Report does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer(s).

Additionally, in line with SEB1 Circular dated February 08, 2019 & November 11, 2024, an Annual Secretarial Compliance Report confirming compliance of all applicable SEB1 Regulations, Circulars and Guidelines by the Company was issued by the Secretarial Auditors and filed with the Stock Exchanges, is annexed to this report as Annexure F. The remarks provided in the report are self-explanatory.

The DirectorsstatethatapplicableSecretarial Standards relating to Meetings of the Board of Directors and General Meetings, have been duly complied with by the Company.

tne company.

ie Act Pursuant to Section 148 of the Companies Act, 2013

reac j w jth the Companies (Cost Records and Audit) ^ Sells Rules, 2014, as amended, the cost audit records

n No. maintained by the Company is required to be audited,

jditors The Board of Directors has on the recommendation

ion of of the Audit Committee, appointed M/s. R. Nanabhoy

during & Co, a firm of Cost Auditors for conducting the audit

3an jes of such records and for preparing Compliance Report

; ^j ns g, for the FY 2026-27 at a remuneration of ?0.27 million,

enera l excluding applicable taxes and reimbursement of out-

of-pocket expenses at actuals, subject to ratification by the Members.

in the

II M/s. R. Nanabhoy & Co have confirmed that their

appointment is within the limits of Section 141 (3)(g) of

L OO0S

the Companies Act, 2013, and Rules made thereunder

Jverss

and have also certified that they are free from any disqualifications specified under Section 141(3) and jditors proviso to Section 148(3) read with Section 141 (4) of

ection the Act.

nce °f As required under the Companies Act, 2013, the

fficers remuneration payable to the Cost Auditors is required

to be to be ratified by the Members of the Company.

Accordingly, resolution seeking Members ratification

for remuneration to be paid to Cost Auditors is included in the Notice convening Annual General Meeting.

Further, the Board hereby confirms that the maintenance of cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013, and rules made thereunder, is required, and accordingly, such accounts/records have been made and maintained.

The Company upholds a steadfast commitment to enriching local communities through CSR initiatives, focusing on key thematic areas such as Health, Education, Water, and sustainability. Throughout the year, we have actively pursued and implemented a series of CSR initiatives. For more details on CSR please refer page no 42. The Annual Report on CSR Activities as on March 31,2026, is annexed herewith as Annexure F.

a. Meetings:

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

b. Committees of the Board:

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

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

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

d. Consolidated Financial Statements:

Your Companys Board of Directors is responsible for the preparation of the Consolidated Financial Statements of your Company & its Subsidiaries (the Group), in terms of the requirements of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act

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

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

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

f. Annual Return:

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

g. Loans, Guarantees and Investments:

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

h. Particulars of Employees:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided as Annexure

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

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

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

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

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

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

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

The Business Responsibility and Sustainability Report relating to the year under review is presented in a separate section , forming part of the Annual Report.

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

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

1. that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

	By Order of the Board
	For Laxmi Organic Industries Limited
Date : May 21,2026	Ravi Goenka
Place: Mumbai	Executive Chairman (DIN: 00059267)