M Lakhamsi Industries Ltd Directors Report

To,

The Members,

M Lakhamsi Industries Limited

The Board of Directors of the Company (“Board”) hereby submits the board report for the Financial Year ended on March 31, 2026 (“Board Report”) on the business, operations and performance of M Lakhamsi Industries Limited (“the Company”) along with audited financial statements of the Company.

1. FINANCIAL PERFORMANANCE

				(In lakhs)
Particulars	Standalone	Consolidated
	FY 2025 - 2026	FY 2024 -2025	FY 2025 - 2026	FY 2024 -2025
Revenue from Operations	9788.95	10815.88	11442.07	11928.65
Other Income	116.82	200.81	180.23	200.81
Total Revenue	9905.78	11016.69	11622.30	12129.46
Cost of Material Consumed	9138.93	11063.12	-	-
Change in Inventories of finished goods, stock-in trade and work in progress	350.08	-399.30	218.22	-399.30
Employee Benefit Expenses	25.63	25.73	48.66	25.73
Finance Cost	153.73	119.66	158.50	139.86
Depreciation and Amortization Expenses	5.30	5.75	7.28	5.75
Other Expenses	126.00	102.72	214.38	128.73
Total Expenses	9,799.68	10,917.68	11,514.60	12,042.09
Profit/ (loss) before tax	106.10	99.02	107.71	87.38
Tax Expenses	35.55	25.36	-35.55	(25.36)
Profit for the year	70.55	73.65	72.16	62.02
Earnings Per Share	1.19	1.24	1.16	1.00

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

> State of Company Affairs: -

The Company is engaged in the business of buying, selling, importing, exporting, marketing, developing, distributing, trading or otherwise engaging or dealing in all types of oilseeds, pulses, spices, Oilseeds, Pulses, Spices, Oils, edible and nonedible Oils, grains, vegetables, herbs, pickles and other items derived from agricultural, farming or relevant activities.

> Review of Operations: -

STANDALONE: During the Financial Year ended 31^st March, 2026, the Company has recorded total revenue of INR 9905.78 Lakhs as against INR 11016.69 Lakhs in Financial Year 2024-25 and the Company has earned Net Profit of INR 70.55 Lakh in the Financial Year 2025-26 as against INR 73.65 Lakhs in the Financial Year 2024-25.

CONSOLIDATED: During the Financial Year ended 31^st March, 2026, the Company has recorded total revenue of INR 11,622.30 Lakhs as against INR 12129.46 Lakhs in Financial Year 2024-25 and the Company has earned Net Profit of INR 72.16 Lakh in the Financial Year 2025-26 as against INR 62.02 Lakhs in the Financial Year 2024-25.

3. TRANSFER TO RESERVES

During the period under review, the Company has decided to retain the entire amount of profit of Rs. 70.55/- Lakhs (Rupees Seventy Lakh Fifty-Five Thousand) for the FY 202526 in the reserves.

4. DIVIDEND

During the year under review, your Board of Directors in its meeting held on 14^th November, 2025 had declared interim dividend of 0.10/- (Rupees Ten paisa only) per equity share of face value of 10/- each @ 1%) for the Financial Year 2025-26 to all those who were shareholders as on 21^st November, 2025, being the record date fixed for this purpose.

In view of the changes made under the Income-tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company is taxable in the hands of the Shareholders. The Company had, accordingly, made the payment of the Interim dividend after deduction of tax at source.

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, the top 1000 listed entities based on market capitalization as on March 31 of every financial year are required to formulate a Dividend Distribution Policy, which shall be disclosed on the website of the listed entity and a web link thereto shall be provided in the Annual Report.

This requirement is not applicable to the Company, as it does not fall within the top 1000 listed entities based on market capitalization as on March 31, 2026.

5. STATEMENT OF DEVIATION OR VARIATION

The disclosure pertaining to statement of deviation or variation in connection with certain terms of public issue and preferential issue etc. is not applicable to the company.

The Company has not made any public issue, rights issue, preferential allotment, or issued any other convertible securities during the financial year 2025-2026.

6. SUBSIDIARY(IES) AND ASSOCIATE COMPANY(IES)

As on 3 1^st March, 2026, the Company has 02 (Two) direct subsidiaries and does not have any associate companies or joint venture entities, as given below:

S.no. Name of Companies	Incorporation Date
01 Lakhamsi FZE	30/05/2023
02 Prince Industries Pvt. Ltd.	21/05/2003

A separate statement containing salient features of the financial statements of subsidiaries under first proviso to sub-section (3) of section 129 in Form AOC-1 is attached herewith as Annexure-I.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), any dividend remaining unpaid or unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF).

During the financial year under review, there was no unpaid or unclaimed dividend liable to be transferred to the IEPF by the Company.

8. CAPITAL STRUCTURE

i. Authorised Share Capital

The Authorised Share Capital of the Company as on Financial Year ended March 31, 2026 is INR 7,00,00,000 (Indian Rupees Seven Crore only) divided into INR 70,00,0000 (Indian Rupees Seventy Lakh) equity shares having face value of INR 10/- (Indian rupees Ten) each (“Equity Shares”).

During the financial year under review, there is no change in the Authorized share capital of the Company.

ii. Issued, subscribed and paid-up share capital

The issued, subscribed and paid-up share capital of the Company as on financial year ended on March 31, 2026 is INR 5,96,56,870/- (Indian rupees five crore ninety-six lakh fifty-six thousand eight hundred and seventy only), divided into 59,65,687 (Fifty-Nine Lakh sixty-five thousand six hundred eighty-seven) Equity Shares of INR 10/- (Indian rupees Ten) each.

iii. Equity shares with differential rights and sweat equity shares

During the financial year, the Company has neither issued sweat equity shares nor issued equity shares with differential rights as to dividend, voting or otherwise.

iv. Listing on stock exchanges

The Equity Shares are listed on BSE Limited (“BSE”). Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.

The respective stock code no. and symbol of the Company are 512153 and MLINDLTD. The annual listing fees for the year 2026-27 have been paid in advance to the Stock Exchanges.

v. BUY- BACK OF SHARES

During the financial year under review, the Company did not undertake any buyback of its shares.

vi. EMPLOYEE STOCK OPTION SCHEME (ESOP)

No Equity shares under ESOP were issued during the period under review.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties’ transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The details enclosing the same are shown in form AOC- 2 as "Annexure - II” with this report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans, advances, guarantees, and investments made by the Company are provided in the notes to the Standalone Financial Statements, which form part of this Annual Report.

11. CORPORATE GOVERNANCE

The Company has consistently adhered to the principles of good Corporate Governance over the years and remains committed to maintaining the highest standards of compliance. In accordance with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance forms an integral part of Annual Report.

However, pursuant to the provisions of the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance requirements with respect to Corporate Governance, as specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and Paras C, D, and E of Schedule V, are not applicable to the Company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of this report.

13. CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31^st March, 2026. The Certificate is annexed in Annexure-VII.

14. RISK MANAGEMENT POLICY

The Company does not fall within the prescribed criteria of the top 1000 listed entities based on market capitalization and, accordingly, the provisions relating to the constitution of a Risk Management Committee under Regulation 2 1(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

The Board of Directors is committed to identifying, assessing and managing various risks associated with the business and operations of the Company. In accordance with the principles laid down under Regulation 4(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board ensures that the risk appetite of the Company is duly considered while taking strategic and business decisions.

The Company has a well-defined risk management framework and processes in place for identifying, evaluating, monitoring and mitigating risks that may affect the achievement of its business objectives. The management periodically reviews the risks associated with the business and places before the Audit Committee and the Board of Directors the risk assessment and minimisation processes being followed, together with the measures undertaken to mitigate and manage the identified risks.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

In terms of provisions of Section 177 of the Act read with Rules thereunder and SEBI Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy to deal with the instances of fraud and mismanagement. The Policy also facilitates all employees of the Company to report an instance of leak of unpublished price sensitive information.

The details of the Vigil Mechanism /Whistle Blower Policy are hosted on the website of the Company i.e. https://m.lakhamsi.com/.

16. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at its workplace and the Company is committed to providing a conducive work environment to all its employees and associates. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act⁷) and Rules made thereunder, the Company has constituted Internal Complaints Committees (ICC) with one of its members being an external independent person who has legal experience relevant for the purpose of maintaining highest governance norms.

The Company’s POSH Policy states for prevention, prohibition and redressal of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

To build awareness in this area, the Company has been conducting induction/refresher programmes in the Organization on a continuous basis.

The details as to complaint received, resolved, and pending as on March 31^st, 2026 are as under:

Number of complaints of sexual harassment received during the year: Nil Number of complaints of sexual harassment disposed off during the year: NA Number of complaints of sexual harassment pending for more than ninety days: NA

17. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year, prepared in accordance with Section 92(1) of the Act and Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is available on the website of the Company and can be accessed at the following weblink: https://m.lakhamsi.com/

18. DEPOSITS

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors in accordance with the provisions of the Companies Act, 2013 and Listing Regulation.

As of the date of the report, your company has the following Directors on its Board:

S No	DIN No / PAN	Name of Director/KMP	Designation	Date of Appointment	Date of Resignation
1.	02045968	Sanjiv Mulchand Sawla	Managing Director	27/07/2021
2.	00429203	Nilesh Damjibhai Vira	Executive Director	08/04/2021
3.	01943285	Mallika Sanjiv Sawla	Non Executive Director	27/07/2021
4.	02823232	Smita Mayur Parekh	Independent Director	27/07/2021
5.	09267303	Kunaal Himanshu Yoddha	Independent Director	07/09/2021
6.	AAEPC3752B	Mallika Sanjiv Sawla	Chief Financial officer	27/07/2021
7.	GFDPS6668E	Kanika Singhal	Company Secretary and Compliance Officer	16/10/2025	30/06/2026
8.	CVUPG2425E	Yukti Goel	Company Secretary and Compliance Officer	03/08/2026

In accordance with the provisions of Section 152 of the Act and articles of association of the Company Mr. Nilesh Damjibhai Vira, (DIN: 00429203) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Nilesh Damjibhai Vira (DIN: 00429203) for shareholders’ approval at the ensuing 42^nd AGM.

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board and in accordance with the provisions of the Act and Listing Regulations, following appointments and resignations were made:

1. Ms. Pooja having (Membership No. A54271) was Appointed as a Compliance officer & Company Secretary of the Company with effect from 18^th May, 2021 and resigned w.e.f. 25^th August, 2025.

2. Ms. Kanika Singhal (Membership No. A77739) was appointed as a Compliance officer & Company Secretary w.e.f. 16^th October, 2025 and resigned w.e.f. 30^th June, 2026.

3. Ms. Yukti Goel (Membership No. 80546) was appointed as a Compliance officer & Company Secretary w.e.f. 03^rd August, 2026.

20. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors’ Independence of Directors which inter-

alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at https: / /m.lakhamsi.com/.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review, 07 (Seven) meetings of the Board of Directors were held. The dates on which the said meetings were held are mentioned below:

1. 28-05-2025

2. 11-08-2025

3. 04-09-2025

4. 05-09-2025

5. 16-10-2025

6. 14-11-2025

7. 14-02-2026

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013. The details of attendance of the directors for the meeting held during the year are mentioned below:

S. No. Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1. Sanjiv Mulchand Sawla	Managing Director	7	7
2. Nilesh Dhamjibhai Vira	Executive Director	7	7
3. Mallika Sanjiv Sawla	Non -Executive Director	7	7
4. Smita Mayur Parekh	Independent Director	7	7
5. Kunaal Yoddha	Independent Director	7	7

Declaration by Independent Directors:

Pursuant to Section 149 (7) of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ‘criteria of Independence’ as prescribed under Section 149 (6) of the Act and have submitted their respective declarations as required under Section 149 (7) of the Act and the Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of nonindependent Directors and the Board as a whole, to review the performance of the Chairperson of the company, taking into account the views of executive Directors and non-executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on February 12, 2026 for the Financial Year 2025-26 at the Registered Office of the Company situated at 505 Churchgate Chambers, 5 New Marine Lines, Mumbai City, Mumbai, Maharashtra, India, 400020.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the Statutory auditors.

23. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Companys vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise , whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

24. COMMITTEES OF THE BOARD AND OTHER COMMITTEES

Currently, the Board has following committees: -

? Audit Committee;

? Nomination & Remuneration Committee;

? Stakeholders Relationship Committee

Audit Committees:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and other applicable laws. The Audit Committee comprises of majority of the Independent Directors. All the members of the Committee have experience in financial matters. The Audit Committee is constituted in line to monitor and provide effective supervision of the management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The details of the composition of the committee are set out in the following table: -

S. No. Name	Status	Designation
1. Mr. Kunaal Himanshu Yoddha	Independent Director	Chairperson
2. Ms. Smita Mayur Parekh	Independent Director	Member
3. Ms. Mallika Sanjiv Sawla	Director	Member

During the Year under review 04 (Four) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

1. 28-05-2025

2. 11-08-2025

3. 14-11-2025

4. 14-02-2026

S. No. Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1. Mr. Kunaal Himanshu Yoddha	Chairperson and Independent Director	4
2. Ms. Smita Mayur Parekh	Member and Independent Director	4
3. Ms. Mallika Sanjiv Sawla	Member and Director	4

During the year, all recommendations of the audit committee were approved by the Board of Directors.

Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

Our Company has constituted a nomination and remuneration committee ("Nomination and Remuneration Committee"). The details of the composition of the Committee are set out in the following table:

S. No. Name	Status	Designation
1. Mr. Kunaal Himanshu Yoddha	Independent Director	Chairman
2. Ms. Mallika Sanjiv Sawla	Director	Member
3. Ms. Smita Mayur Parekh	Independent Director	Member

During the Financial Year under review 01 (One) meetings of the Nomination and Remuneration Committee were convened and held on 16.10.2025.

S. No. Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1. Mr. Kunaal Himanshu Yoddha	Chairman and Independent Director	1
2. Ms. Smita Mayur Parekh	Member and Independent Director	1
3. Ms. Mallika Sanjiv Sawla	Member and Director	1

Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the Financial Year under review meeting of Stakeholders Relationship Committee were held 12 ^th February, 2026

S. No. Name of the Members	Designation	No. of Stakeholders Relationship Committee Meetings attended during the year
1. Mr. Kunaal Himanshu Yoddha	Chairman	1
2. Ms. Mallika Sanjiv Sawla	Member	1
3. Ms. Smita Mayur Parekh	Member	1

25. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors’ Independence of Directors which inter- alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director. Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at www.rn.lakhamsi.com.

26. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

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

27. REPORTING OF FRAUD: -

During the Financial Year 2025-2026, the Auditors have not reported any matter under Section 143(121 of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(31 of the Companies Act, 2013.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE: -

During the period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

29. DIRECTORS’ RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended, 31^st March, 2026 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31^st March, 2026 on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

30. AUDITORS & AUDITORS’ REPORT Statutory auditors

M/s TDK & Co. Chartered Accountants (FRN 109804W), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on September 25, 2023 at a remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.

The Auditor’s Report for financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors’ Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this Auditor’s Report.

Pursuant to Section 148 of the Companies Act 2013, maintenance of cost accounts and requirement of cost audit is not applicable.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Amit Saxena and Associates are appointed as the Secretarial Auditor for the year 2025-26.

The Secretarial Audit Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (“Annexure-V”)

Internal Auditor

Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the act, the Board of Directors appointed M/s Rajen T. Gala & Co., Chartered Accountants (FRN: 121577W) as an Internal Auditor of the Company for the financial year 2025-2026 in Board Meeting held on 04^th September, 2025.

31. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

32. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company’s website www.rn.lakhamsi.com.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, forms part of this Annual Report and is annexed herewith as “Annexure -IV”.

34. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure-III” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

35. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate unprofessional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually. The same is attached herewith as Annexure-VI.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

Considering the nature of the business of the Company, the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Conservation of Energy do not apply to your company for the period under review. However, being a good corporate citizen, the Company is committed to adopt adequate steps for conservation of energy in its business operations

B. Technology absorption:

The Provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Technology Absorption do not apply to your company for the period under review. No disclosure is being made/required as the company does not carry any Research and Development activities during the financial year under discussion.

C. Foreign exchange earnings and Outgo:

(i) The Foreign Exchange earned in the terms of actual inflows during the year; 2025-26	55,89,36,642/-
(ii) Foreign Exchange outgo during the year in terms of actual outflow. 2025-2026	40,39,168/-

37. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the “Code of Conduct for prohibition of Insider Trading”. The object of the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, both in letter and spirit, while trading in the securities of the Company. The Insider Trading Code is available at: https: / /m.lakhamsi.com/

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed entities by market capitalization.

Further, BRSR Core has been made applicable in a phased manner to the top 1,000 listed entities. SEBI, vide Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated March 28, 2025, has provided that Value Chain ESG disclosures under BRSR Core are applicable to the top 250 listed entities by market capitalization.

As the Company does not fall within the top 1,000 listed entities by market capitalization and is also not covered under the top 250 listed entities for Value Chain ESG disclosures, the provisions relating to BRSR, BRSR Core and Value Chain disclosures are not applicable to the Company for the financial year under review. Accordingly, the Business Responsibility and Sustainability Report does not form part of this Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the FY 2025-26, no proceeding has been initiated under Insolvency and Bankruptcy Code for default in payment of debt. Further, the Company has also not initiated any proceedings against the defaulting entities.

40. WEBSITE OF THE COMPANY:

Your Company maintains a website https: / /m.lakhamsi.com/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

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

During the reporting period, no such valuation has been conducted in the financial year.

42. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company’s employees for their contribution towards the Company’s performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

Date: 27/08/2026		For & on behalf of the Board
Place: Mumbai		M Lakhamsi Industries Limited
	Sd/-	Sd/-
	Sanjiv Mulchand Sawla	Mallika Sanjiv Sawla
	Managing Director	Director and CFO
	DIN: 02045968	DIN: 01943285