Laxmipati Engineering Works Ltd

To,

Members of Laxmipati Engineering Works Limited

Your directors take pleasure in presenting the 14^th Annual Report on the business and operations of your company together with the audited standalone financial statements for the financial year ('F.Y.') ended March 31, 2025.

The total income of the company during the year was Rs. 5014.41 lakhs against Rs. 4034.18 Lakhs in the previous financial year. The total expenditure during the year was Rs. 4547.56 lakhs against Rs. 3940.94 lakhs in the previous financial year. The profit before tax for the year under review recorded to Rs. 466.85 lakhs compared to Rs. 93.24 lakhs in the previous financial year and the profit after tax for the year under review recorded to Rs. 649.91 lakhs compared to Rs. 77.52 lakhs in the previous financial year.

There is no change in the nature of business by the company during the period under review

Keeping in mind the overall performance and outlook for your company, your Board of Directors recommend that this time the company is not declaring dividends as the company is at growing stage and requires funds for expansion. Your directors are unable to recommend any dividend for the year ended March 31, 2025.

There is no balance lying in unpaid equity dividend account.

As on 31/03/2025:

Authorized Share Capital:

60,00,000 Equity Shares of Rs. 10/- Each for Rs. 6,00,00,000/- Issued, Subscribed and Fully Paid Up:

57,52,000 Equity Shares of Rs. 10/- Each for Rs. 5,75,20,000/-

There has been no change in the equity share capital of the company during the year.

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

During the year under review, the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made thereunder.

Pursuant to the requirement under Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2025 and of the Profit & Loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company on a 'going concern' basis; and

e. 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;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

All the independent directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations 2015. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. All the independent directors have cleared their exam "Online SelfAssessment Test" with the Indian Institute of Corporate Affairs at Manesar.

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on February 4, 2025 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

The company has not given any loans or guarantees or made investments under section 186(4) of Companies Act, 2013.

The company does not have any subsidiary, joint venture or associate company as on March 31, 2025. A statement containing salient features of the financial statements of the company's subsidiaries/ associate companies and joint ventures in Form AOC-1 is not applicable for financial year ended March 31, 2025.

Pursuant to section 92(3) of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014. The Annual Return for FY 2024-25 is available on Company's website at www.laxmipatiengineering.com.

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis of the financial condition and results of operations of the Company under review forms an integral part of the Annual Report and is given in Annexure I.

During the year under review, 9 (Nine) board meetings of the company were convened. The details of board meetings held during the financial year 2024-25 forms part of the Corporate Governance Report as given in Annexure II.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your company has incorporated the appropriate standards for corporate governance. The company has filed all the quarterly compliance reports on corporate governance within the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned under the said regulation dully complied by the Company. Moreover, pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on the Corporate Governance is attached as an integral part of the Annual Report in Annexure II.

There was no employee drawing remuneration in excess of limits prescribed under 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. The disclosures pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed in Annexure III

During the year under review there was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in nature.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company by way of Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and mitigating risks associated with the business. The policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks associated with business and for accomplishing the growth plans of the company, are imperative. The common risks inter alia are risks emanating

from regulations, competition, business, technology obsolescence, investments, retention of talent, finance, politics and fidelity. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The risk management policy is placed on the company's website and available at the web link Risk Management Policy.

During the year under review the company has developed and effectively implemented the risk management policy, a statement of which including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3)(n) of Companies Act, 2013, has been annexed in Annexure IV of Directors' Report.

The members at the 11^th Annual General Meeting of the company held on 25^th August, 2022, had appointed M/s. R P R & Co., Chartered Accountants (Firm Registration No. 131964W) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the 11^th Annual General Meeting until the conclusion of the 16^th Annual General Meeting.

Your Board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2024-25.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in this Annual General Meeting, appointment Mr. Ranjit Binod Kejriwal, Company Secretary in practice, (FCS: 6116, COP: 5985) and a Peer Reviewed Company Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of the company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance with the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from April 01, 2025.

The Secretarial Audit Report for the financial year 2024-25 is annexed herewith in Annexure V. The Secretarial Auditor's observation(s) in secretarial audit report and directors' explanation thereto -

a. Due to typographical error, two different commencement time of board meeting has been mentioned in outcome of board meeting held on 31/08/2024 filed in PDF. The management hereby assures that they will be more vigilant and aware that the such typographical errors does not happen.

b. In shareholding pattern filed for 30.09.2024, name of M/s. Siddhi Vinayak Polyfab Private Limited has been disclosed in two different categories:

1. Under "promoter group" category with NIL shares.

2. Under "public category" with 57,000 shares of our company.

The management hereby clarifies that M/s Siddhi Vinayak Polyfab Private Limited was a transferee company in a merger and a part of the promoter group of the company. Due to a merger, the shares held by the transferor companies were transferred to the Siddhi Vinayak Polyfab Private Limited at a later date. The demat account of transferor company was not categorized in the promoter category, hence, the shares were not reported under the promoter category. Upon identification, the company has rectified the mistake.

c. Below mentioned forms has been filed with ROC after due date with additional fees.

M/s. R Kejriwal & Co, Chartered Accountants, (Firm Registration No. 133558W) were appointed as internal auditor by the board of directors of the company, for the term of five years from financial year 2024-25 to 202829 in the board meeting held on May 28, 2024. The internal auditor report, their findings on the internal audit of the company shall be presented to the audit committee on an annual basis. The scope of internal audit is approved by the audit committee.

The notes referred to in the Auditor's Report are self-explanatory and as such they do not call for any further explanation.

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

The company has in place a robust process for approval of related party transactions and on dealing with related parties. The material related party transactions approved by the members of the company are also reviewed/ monitored on quarterly basis by the audit committee of the company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.

Your Board endeavors that all contracts/arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm's length basis only. The Policy on Related Party Transactions is uploaded on the website of the company and available at the web link Related Party Transaction Policy.

Further all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis are attached herewith in Form AOC-2 in Annexure VI.

The requirements for disclosure in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith in Annexure VII.

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2024-25. The certificate received from CFO is form an Integral Part of this Annual Report given in Annexure VIII.

During the year under review, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

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 SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations") based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the Board / Committee was evaluated after seeking inputs from all the directors/ Committee members on the basis of the defined criteria including composition and structure, effectiveness of meetings, information and functioning, 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 relevant knowledge, expertise, experience, devotion of time and attention to company's long term strategic issues and understanding of their duties, roles and functions. 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.

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Manojkumar G Sarawagi (DIN:00005447), Executive Director, will retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. The details of the aforesaid director, his expertise in various functional areas as required to be disclosed under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the ensuing Annual General Meeting.

Company's policy on appointment and remuneration of directors and Key Managerial Personnel is available at the web link Policy on appointment and remuneration of directors and Key Managerial Personnel .

Mr. Amitkumar Vijaykumarji Khemani (DIN: 02227413) is proposed to be regularized as an Independent Director in the ensuing Annual General Meeting.

Based on the confirmations received from directors, none of the directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The List of Board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2024-25 is as follow:

• Mr. Krishna Papaiah Mekala was appointed as an Additional Independent Director of the Company w.e.f. August 31, 2024 and further regularized as an Independent Director on September 28, 2024.

• Mr. Gaurav Rajesh Jhunjhunwala, has resigned from the position of Company Secretary and Compliance Officer w.e.f. August 31, 2024.

• Mrs. Ruchita Amit Mittal ceases to be an Independent Director of the company due to completion of tenure w.e.f. September 28, 2024.

• Ms. Divya Dilip Patil was appointed as the Company Secretary and Compliance Officer of the company w.e.f. October 12, 2024 and resigned w.e.f. November 30, 2024.

• Mr. Ashok Keshavdev Varshney was appointed as an Additional Independent Director of the company w.e.f. January 10, 2025 and further regularized as an Independent Director on February 12, 2025.

• Ms. Darshana Hareshbhai Gorasiya was appointed as the Company Secretary and Compliance Officer of the company w.e.f. January 10, 2025.

• Mr. Krishna Papaiah Mekala resigned as an Independent Director of the company w.e.f. March 18, 2025.

The details of the composition of the Board and its Committees thereof along with the changes in their composition during the year is given in Annexure-II in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at web link Composition of Board & Composition of Committees.

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. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of the internal auditor to the Audit Committee of the Board.

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the Board's Report. The detailed report forms part of Independent Auditors Report.

Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee.

The policy of Vigil Mechanism/Whistle Blower Policy is available on the Company's website at weblink Vigil Mechanism/Whistle Blower Policy.

The company is engaged into the defence and heavy engineering and allied business and is the member of BSE SME Platform. Apart from this business, the company is not engaged in any other business/activities.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

A certificate received from M/s R P R & Co., Statutory Auditors of the company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - IX

Board of Directors has formulated and adopted Code of Conduct for Board Members and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Chairman as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached as Annexure - X.

Code of Conduct for Board Members and Senior Management Personnel is available on the Company's website at weblink Code of Conduct for Board Members and Senior Management Personnel .

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure - XI.

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is insignificant in relation to the nature size of operations of your Company.

All the properties and the insurable interest of the company including building and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

The equity shares of your company are listed on the SME platform of Bombay Stock Exchange. The company has paid annual listing fees to the stock exchange for the financial year 2024-25.

The company has adopted a Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders and Code of practices and procedures for fair disclosure of unpublished price sensitive information with a view to regulate trading in securities by the directors and designated employees of the company. The code requires pre-clearance for dealing in the company's shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The board is responsible for implementation of the Code.

The company has a Prohibition of Insider Trading Policy and the same available on the Company's website at web link Insider Trading Policy.

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

The Internal Complaints Committee (ICC) has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. Half of the total members of the ICC are women. The role of the ICC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

Moreover, during the year under review, the company has timely filed POSH Annual Report to the designated authorities, the company did not receive any complaints on sexual harassment during the year 2024-25 and hence no complaints remain pending as of March 31, 2025.

The company has an effective Anti-Sexual Harassment Policy and the same available on the company's website at web link Anti-Sexual Harassment Policy.

There are no proceedings initiated/ pending against your company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

It is not applicable to the company during the financial year under review.

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 14^th Annual General Meeting of the Company will be sent to all the Members whose e-mail addresses are registered with the Company/Depository Participant(s). Further, in compliance with the MCA Circulars and SEBI Circular notice of the AGM along with the Annual Report for F.Y. 2024-25 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for the F.Y. 2024-25 will also be available on the websites of the Stock Exchange i.e. Bombay Stock Exchange at www.bseindia.com and on Company's Website at www.laxmipatiengineering.com.

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the company during the year.