Laxmi Organic Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present their report on the business and operations of the Company along with the audited
accounts of the Company for the year ended March 31,2025.

	Year Ended	Year Ended
	March 31,2025	March 31,2024
Revenue from Operations	29,446.06	28,241.86
Profit before Depreciation, Interest and Tax	3,077.17	2,868.17
Finance Cost	197.32	57.30
Depreciation	1,224.94	1,050.96
Profit Before Tax (PBT)	1,654.91	1,759.91
Tax	474.70	486.21
Net Profit	1,180.21	1,273.70

The Directors are pleased to recommend a Final
Dividend of 25% ('' 0.50/- per equity share) on the face
value of '' 2/- per share of the Company for the financial
year ended March 31,2025. The Dividend, if approved
by the Members at the ensuing Annual General Meeting,
would result in an outflow of approximately '' 138.76
Mn.

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.

Key financial highlights during the year were as under:

0 Total Revenue from operations increased by

4.26% to '' 29,446.06 Mn against '' 28,241.86 Mn
of the previous year.

0 Earnings before interest, tax, depreciation and
amortisation (EBITDA) increased by 7.29% to
'' 3,077.17 Mn against '' 2,868.17 Mn of the
previous year.

0 Profit Before Tax (PBT) decreased by 5.97% to
'' 1,654.91 Mn against '' 2,868.17 Mn of the
previous year.

0 Net Profit decreased by 7.34% to '' 1,180.21 Mn
against '' 1,273.70 Mn of the previous year.

Management 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
("SEBI Listing Regulations, 2015"), is presented in a
separate section, forming part of the Annual Report.

The Board of Directors of the 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, 2025, stood increased to '' 1,260.00
Mn comprising 63,00,00,000 equity shares of '' 2/-
each. This increase is pursuant to the absorption of
Yellowstone Fine Chemicals Private Limited, a wholly
owned subsidiary, during the financial year under
review.

Further, the issued, subscribed, and paid-up share
capital of the Company increased from '' 551.56 Mn
(comprising 27,57,80,785 equity shares of '' 2/- each)
to '' 554.04 Mn (comprising 27,70,23,813 equity shares
of '' 2/- each), primarily due to the following:

a. Issuance of 12,43,028 equity shares pursuant to
the exercise of stock options by employees under
the Laxmi ESOP 2020.

7. EMPLOYEE STOCK OPTION SCHEMES:

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 authorises the grant of
up to 6,750,000 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
4,250,000 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. Further, at the forthcoming 36^th
Annual General Meeting, shareholder approval
is being sought to extend the coverage of this
Scheme to include employees of the Company''s
Subsidiaries and Associate Companies as well.

Both Laxmi ESOP 2020 and Laxmi ESOP 2024
are in compliance with the SEBI (Share Based
Employee Benefits) Regulations, 2014. In
accordance with the applicable provisions of the
said Regulations, the details of stock options as
on March 31, 2025, are provided in Annexure "A"
to this Report.

8. FINANCE:

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 the year under review, the Indian Rupee
depreciated by 2.265% against the US Dollar,
moving from '' 83.3739 on April 01, 2024, to
'' 85.5814 on March 31, 2025. The US$/INR
exchange rate fluctuated within a range of
'' 82.9512 to '' 87.9563, with an annual realised volatility
of 2.43%, notably higher than the 2.03% volatility
observed in the previous financial year.

). CREDIT RATING:

The Company''s financial prudence, disciplined capital
management, and consistent performance have been
recognised by credit rating agencies. Since 2023, the
Company has been rated by India Ratings & Research
Private Limited. During the year under review, the
Company''s debt facilities were upgraded, and the
current ratings are as follows:

Instrument	Rating
Term Loans	I nd AA/Stable
Fund-based working capital facility	IND AA/Stable/IND A1
Non-fund-based working capital facility	IND A1
Commercial Paper	IND A1

10. RISK MANAGEMENT & INTERNAL FINANCIAL

CONTROLS:

The Company has established a robust, comprehensive
internal control framework that is well-aligned with
the scale and complexity of its operations. These
controls not only facilitate effective risk identification
and mitigation but also uphold the highest standards
of corporate governance. Our internal financial
controls are well-documented, seamlessly embedded
within operational processes, and tested rigorously
throughout the year. We are pleased to report that no
significant weaknesses were observed in either their
design or implementation.

Assurance on the effectiveness of these controls is
obtained through multiple mechanisms, including
monthly management reviews, control self¬
assessments, ongoing functional monitoring, and
extensive testing by internal auditors. Notably, the
Internal Auditors report independently to the Audit

Committee of the Board, enhancing objectivity in their
evaluations. Their scope includes both the adequacy
of controls and the audit of a substantial portion of
transactions by value.

To further strengthen compliance, the Company has
deployed an internal compliance management tool
that automates processes and generates timely alerts
for statutory obligations. Collectively, these systems
provide a high level of assurance that internal financial
controls are effectively designed and operating as
intended.

Additionally, in accordance with the SEBI Listing
Regulations, 2015, the Company has constituted
a dedicated Risk Management & ESG Governance
Committee. This Committee is responsible for
formulating the Company''s Risk Management Plan.
Details of its composition, authority, and terms of
reference are provided in the Corporate Governance
Report.

11. PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE:

The Company''s Policy on Prevention of Sexual
Harassment at Workplace is in line with the
requirements of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("Prevention of Sexual Harassment of Women
at Workplace Act") and rules framed thereunder. An
Internal Complaints Committee have also been set
up to redress complaints received regarding sexual
harassment.

During the year under review, no complaints of
sexual harassment were received by the Company.
The Company is committed to providing a safe and
conducive work environment to all of its employees and
associates.

12. PERSONNEL / HUMAN RESOURCES DEVELOPMENT:

Employees are 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
characterised 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 organisation
objectives. We provide upskilling opportunities,
learning programs, and strong managerial

support, encouraging employees to pursue

interests, enhance skills and broaden horizons.

A) Leadership Collaboration Workshop: To

drive long-term organisational success, a
dedicated leadership collaboration initiative
has been launched, engaging the CEO and his
leadership team. This initiative is designed to
foster alignment, enhance teamwork, and
build an integrated leadership approach
that strengthens strategic decision-making.
Through structured workshops, interactive
discussions, the leadership team explores
ways to collaborate effectively, ensuring
transparency and synergy in achieving
business objectives. A key component of this
initiative is the establishment of a continuous
feedback loop, allowing leaders to exchange
insights, address challenges proactively, and
reinforce a culture of trust and accountability.
By integrating this collaborative framework
into the organisation''s leadership ethos,
the initiative ensures that decision-makers
work cohesively, inspire their teams, and
drive impactful results that align with the
Company''s long-term vision.

B) Leadership Development Program: At Laxmi
we recognise that leadership is the cornerstone
of sustainable growth and business success.
As we continue to expand, it is imperative
that our senior leadership team is equipped
to drive transformation, foster innovation,
and build high-performing teams. LEAP is
an 8-month-long leadership development
intervention that has been designed keeping
in mind the 70:20:10 development model.
To design and implement the program,
we collaborate with a panel of leadership
development experts. LEAP follows a cohort-
based learning approach, incorporating
immersive experiences where external
leaders and organisations provide an ''Outside
In'' perspective. Additionally, group coaching is
facilitated to support the practical application

NAPS trainees across the organisation, and more than 49 NAPS trainees have been onboarded in FY 24-25, and 117
trainees since the program introduction. These 49 onboarded trainees translate close to 65% hiring against available
positions of 5.2C & 5.2D in manufacturing location and close to 18% at the organisation level across grades for FY
24-25. NAPS program has acted as a feed to " Build model" for manufacturing and other functions for developing
a gender diversity pool. More than 46% of diversity was hired from the NAPS pool of total diversity hired across the
organisation in FY 25.

viii) 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&I
goals with > 10% weightage.

2) Women of Laxmi Council: A council has been formed with its preamble to guide actions on how to improve the
inclusion and lives of women in Laxmi.

3) Sensitisation: A year-round program management to sensitise 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 sensitisation through Prevention of Sexual Harassment
(POSH) workshops, initiatives on women employee safety working in shifts, especially in manufacturing, and
women-friendly policy development, etc. We have moved up on gender diversity from 8% to 10% in 2024-25.

13. SUBSIDIARIES & JOINT VENTURE:

The details of the subsidiaries and the joint ventures as on March 31,2025, are given as under:

Sr. No.	Name & Country of Incorporation	Category
1.	Laxmi Organic Industries (Europe) BV, Netherlands (LOBV)
2.	Cellbion Lifesciences Private Limited, India (CLPL)
3.	Viva Lifesciences Private Limited, India (VLPL)	Wholly Owned Subsidiary
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

of competencies acquired in workshops. This
program will remain a continuous initiative for
leadership development within the Company.

C) 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,
improve 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.

ii) Internal Communication: T o enhance

communication within the organisation, 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
organisation. 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 organisation-wide initiatives,
ensuring transparency and engagement across
teams.

iii) Make Your Mark: Laxmi''s Make Your Mark
Rewards & Recognition program has undergone
a remarkable evolution, embracing a value-driven
approach. The core principles of Innovation,
Sustainability, Customer Centricity, and Integrity
now serve as the foundation, shaping the
program''s direction and reinforcing behaviours
that define excellence within the organisation.

This transformation marks a new chapter where
recognition is not just about achievements but
about upholding Laxmi''s values. By aligning
rewards with these guiding principles, Make Your
Mark ensures that outstanding contributions
resonate with the organisation''s vision, fostering
a culture of excellence and purpose.

iv) Employee Engagement - Enhancing HR Through
AI: We are dedicated to enhancing our employee
experience through continuous improvement
efforts. To strengthen the culture of continuous
feedback and to enhance employee engagement,
we launched an AI-powered automated
continuous listening process throughout the
lifecycle of an employee. Through this tool, we
have been actively engaging with employees
to gain valuable insights into their experiences
and provide actionable feedback to us. These
interactions have helped identify key areas for
cultural enhancement, enabling us to create a
more supportive and engaged work environment.

v) Total Rewards Mindset: To build a strong base
for this mindset, it is essential to understand the
external market. A basket of 20 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: This year, a lot of automation
initiatives were undertaken through HRIS. For
example, the New Hire confirmation process,
employee separation process and Others. Our
performance evaluation methodology, "Checkins"
was implemented through HRIS for all employees.
Other process flows have been optimised as per
evolving processes of recruitment.

vii) National Apprenticeship Promotion Scheme:

At the organisational level, we have created and
implemented a high-quality talent pool through
the National Apprenticeship Promotion Scheme
for entry-level positions. The objective of this
program is to improve bench strength, reduce
the resourcing turnaround time, quality of trained
talent, improve gender diversity, and provide
employment opportunities to entry-level talent.
At the moment, we have engaged more than 140

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”.

During the year under review:

* Yellowstone Speciality Chemicals Private
Limited, a wholly owned subsidiary incorporated
in India, was struck off with effect from June 21,
2024, as per the certificate issued by the Ministry
of Corporate Affairs.

* Yellowstone Fine Chemicals Private Limited, also
a wholly owned subsidiary incorporated in India,
was amalgamated with the Company effective

April 01, 2024, pursuant to the order passed by
the National Company Law Tribunal (NCLT) on
February 27, 2025.

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 Company''s website at: https://www.laxmi.com/
investors/financials

During the year, none of the subsidiaries were
classified as a Material Subsidiary under Regulations
16 and 24 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Policy for Determining Material Subsidiaries is
available on the Company''s website at: https://www.
laxmi.com/investors/policies

14. DIRECTORS:

a. Appointment/re-appointment/resignation:

During the year, Mr. Omprakash Venkatswamy
Bundellu (DIN: 00032950), Independent Director
of the Company, retired upon the completion
of his two consecutive terms of five years each.
His retirement became effective at the close of
business hours on July 30, 2024.

At the Board Meeting held on July 01, 2024, the
Board, based on the recommendation of the
Nomination & Remuneration Committee, approved
the appointment of Mr. Vijay Ratnaparkhe (DIN:
03211521) as an Independent Director of the
Company for a term of three years, effective from
July 01,2024, to June 30, 2027. This appointment
was duly approved by the members at the Annual
General Meeting held on July 30, 2024.

Mr. Manish Chokhani (DIN 00204011) completed
his two terms of 10 years as an Independent
Director on July 30, 2024, Thereafter, he was
appointed as a Non-Executive Non-Independent
Director effective from July 31, 2024, with the
approval of the Shareholders at the Annual
General Meeting held on July 30, 2024.

Mr. Ravi Goenka (DIN: 00059267) was re¬
appointed as a Whole-time Director designated
as Executive Chairman, subject to retirement by
rotation, for a tenure of five years, effective from
September 01, 2024, to August 31, 2029 with
the approval of the Shareholders at the Annual
General Meeting held on July 30, 2024.

Mr. Rajeev Goenka, Non-Executive Director (DIN
00059346) and Dr. Rajan Venkatesh, Managing
Director & CEO (DIN 10057058) are scheduled for
retirement by rotation at the upcoming 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.

In line with the Nomination & Remuneration
Committee''s recommendation during the Board
meeting held on May 20, 2025, Mr. Harshvardhan
Goenka (DIN 08239696), whose current tenure
as Whole-time Director designated as Executive

Director is going to conclude on October 31,2025,
has been re-appointed by the Board as a Whole¬
time Director designated as Executive Director,
subject to retirement by rotation, for a tenure of
five years, effective from November 01, 2025, to
October 31,2030. The Company is currently in the
process of seeking approval from the Members for
the aforementioned appointment at the upcoming
Annual General Meeting.

Details of the Directors seeking appointment/
reappointment, including profiles of these
Directors, are provided in the Notice convening the
36^th Annual General Meeting of the Company.

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 are 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, following are the Key Managerial
Personnel of the Company for the year ended
March 31,2025:

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)

At the Board Meeting held on July 01, 2024, the
Board considered and approved the resignation
of Ms. Tanushree Bagrodia, CFO of the Company,
effective from the close of business hours on
September 02, 2024, and expressed its appreciation
for her valuable contributions during her tenure. In
the same meeting, based on the recommendation
of the Nomination & Remuneration Committee, the
Board approved the appointment of Mr. Mahadeo
Karnik as the Chief Financial Officer (CFO) of the
Company, effective September 03, 2024.

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(1)(b) of the SEBI Listing
Regulations, 2015. There has been no change
in the circumstances affecting their status of
Independent Directors of the Company.

The Board is of the opinion that all the Independent
Directors appointed are of integrity and possess
the requisite expertise and experience (including
the proficiency). In terms of Regulation 25(8)
of the SEBI Listing Regulations, 2015, 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 SEBI Listing
Regulations, 2015 and that they are independent
of the management.

d. Board Evaluation:

The details relating to the Board''s Performance
evaluation are in the Corporate Governance Report.

14. FIXED DEPOSITS

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.

15. INSURANCE:

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

16. CONTRACTS & ARRANGEMENTS WITH RELATED
PARTY:

During the year under review, all related party
transactions were carried out at arm''s 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 Company''s 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 and the Board for anticipated, repetitive
transactions. These transactions are monitored on a
regular basis, and a comprehensive statement of related
party transactions, along with an Arm''s 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 the
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.

17. AUDITORS AND AUDITORS REPORT:

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
LLP, 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 in the financial year
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 call
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.

18. SECRETARIAL AUDIT AND SECRETARIAL STANDARDS:

The Board of Directors has, on the recommendation of
the Audit Committee, appointed M/s GMJ & Associates,
Company Secretaries, as the Secretarial Auditors of
the Company for the term of five years to hold office
from April 01, 2025, till March 31, 2030 (i.e. FY26 till
FY30). As required under Regulation 24A of the SEBI
(Listing Obligations and Disclosures Requirements)
Regulations, 2015, the appointment of a Secretarial
Auditors need to be approved by the Members of the
Company. Accordingly, resolution seeking Members''
approval for the aforesaid appointment is included in
the Notice convening the 36^th Annual General Meeting.

The Secretarial Audit Report for the financial year
ended March 31, 2025 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 SEBI Circular dated February
08, 2019 & November 11, 2024, an Annual Secretarial
Compliance Report confirming compliance of all
applicable SEBI 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 “E”. The remarks provided in the
report are self-explanatory.

The Directors state that applicable Secretarial
Standards relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', have been duly
complied with by the Company.

19. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, as amended, the cost audit record
maintained by the Company is required to be audited.
The Board of Directors has on the recommendation of
the Audit Committee, appointed M/s. B.J.D. Nanabhoy
& Company, a firm of Cost Auditors for conducting the
audit of such records and for preparing Compliance
Report for the Financial Year 2025-26.

M/s. B.J.D. Nanabhoy & Company have confirmed
that their appointment is within the limits of Section
141(3)(g) of the Companies Act, 2013, and Rules made
thereunder, and have also certified that they are free
from any disqualifications specified under Section
141(3) and proviso to Section 148(3) read with Section
141(4) of the Act.

As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditors is required
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.

*0. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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. Below is the CSR overview of
CSR''s ongoing interventions:

a) Mobile Health Unit: Under the Health initiative,
we continued to build and expand Mobile Health
Initiatives in locations where manufacturing plants
are situated. We continued to work with Mahad,
Khed, and Chiplun taluka Health Department to
improve the health and quality of life of villagers
through Mobile Health Units. It comprises of mobile
clinic setup (van) along with a qualified doctor,
nurse, community mobilizer, and driver. Through
this initiative, door-to-door health services are
delivered free of cost along with basic medication.
The MHU focuses on the diagnosis, consultation,
treatment, and referral in case of chronic diseases.
A total of 50 villages from Mahad, Khed, and
Chiplun taluka, which have poor access to health
services, have been targeted through the MHU
service. The initiative benefits around 30000
villagers. To date, around 18,073 patients have
been covered, and more than 63,230 treatments
have been given since the launch of MHU at Mahad,
Khed , and Chiplun taluka.

b) Water: Under the Water initiative, we have continued
to provide support and build infrastructure for
drinking water in the community that we operate.
One such project that we delivered in Kusumwadi
village from Khed taluka, wherein we constructed
a jackwell which was destroyed due to a landslide
during heavy monsoon, led to the discontinuation of
drinking water supply. The construction of jackwell

in partnership with the local Panchayat body
helped to overcome the challenge of drinking water
availability and restored the water supply to villagers.
The initiative benefited around 700 villagers.

c) Education: Under the Education initiative, we
have constructed the primary school building
infrastructure at Parsule (Mahad - Poladpur
region). Under this initiative, we constructed 7
classrooms, 2 washrooms, and bathrooms. With
this, the said primary school can accommodate
more than 400 primary school students up to 7
standard from nearby 11 villages of Mahad -
Poladpur region. The newly built-up quality of
infrastructure will enable quality of education
and a better learning environment for students.
This initiative is delivered in collaboration with
the district education authorities and the local
grampanchayat body. The newly built-up quality
of school infrastructure has gained recognition
from the Maharashtra Government organised
award called "Mukhyamantri Majhi Shala Sundar
Shala Yojana" with a token price of 3 Lakhs.

For more details on CSR please refer page no 34. The

Annual Report on CSR Activities as on March 31, 2025,

is annexed herewith as Annexure “F”.

21. OTHER DISCLOSURES:

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:

The Company''s Board of Directors is responsible
for the preparation of the Consolidated Financial
Statements of the 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 the 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 and is available for
view under the investor section on the Company''s
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 “H”

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 and Material Orders passed by the
Regulators or Courts:

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

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

During the year 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.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Business Responsibility and Sustainability Report
for the Financial Year 2024-25 is presented in a
separate section, forming part of the Annual Report.

23. CORPORATE GOVERNANCE REPORT:

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

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

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, 2025,
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,
2025 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.

25. ACKNOWLEDGEMENT:

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 Company''s executives, staff and
workers.

By Order of the Board
For Laxmi Organic Industries Limited

Date : May 20, 2025 Ravi Goenka

Place : Mumbai Executive Chairman (DIN: 00059267)

---

Mar 31, 2024

The 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 31,2024.

1. STANDALONE FINANCIAL RESULTS:

(Rs. in Mn)
	Year Ended	Year Ended
	March 2024	March 2023
Revenue from operation	28,244.77	26,905.98
Profit before depreciation, interest and tax	3,190.01	2,723.47
Finance Cost	197.49	184.72
Depreciation	886.92	704.60
Profit before tax (PBT)	2,105.60	1,834.15
Tax	549.09	486.76
Net profit	1,556.51	1,347.39

2. DIVIDEND:

The Directors are pleased to recommend a Dividend of 30% ('' 0.60 per equity share) on the face value of '' 2/- per share of the Company for the financial year ended March 31,2024. The Dividend, if approved by the Members at the ensuing Annual General Meeting, will result in an outflow of approximately '' 165.92 Mn.

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.

3. FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW:

Key financial highlights during the year were as under:

> Total Revenue from operations increased by 5.0% to '' 28,244.77 Mn against '' 26,905.98 Mn of the previous year.

> Earnings before interest tax depreciation and amortisation (EBITDA) increased by 17.1% to '' 3,190.01 Mn against '' 2,723.74 Mn of the previous year.

> Profit Before Tax (PBT) increased by 14.8% to '' 2,105.60 Mn against '' 1834.15 Mn of the previous year.

> Net Profit increased by 15.5% to '' 1,556.51 Mn from '' 1,347.39 Mn of the previous year.

4. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s 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.

5. TRANSFER TO GENERAL RESERVE:

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

6. SHARE CAPITAL:

During the year under review, there is no change in the Authorised share capital of the Company. However, the Issued, Paid-Up & Subscribed Share Capital has been increased from '' 530.35 Mn consisting of 26,51,76,208 equity shares '' 2 each to '' 551.56 Mn consisting of 27,57,80,785 equity shares '' 2 each due to the following reasons:

a. The Company has successfully completed a Qualified Institutional Placement (QIP) offer, whereby the Company has issued 96,25,579 Equity Shares of face value of '' 2 at an issue price of '' 269.20 per share and raised '' 2591.21 Mn.

b. The Company has issued 9,78,998 equity shares pursuant to the exercise of Options by the employees under Employee Stock Option Scheme - 2020 ("ESOP-2020").

7. EMPLOYEE STOCK OPTION SCHEMES:

The Company has one Employees’ Stock Option Schemes as under:

Laxmi - Employee Stock Option Plan -2020:

Pursuant to the resolutions passed by the Members on November 24, 2020, the Company has approved the Laxmi - Employee Stock Option Plan 2020 ("ESOP-2020") for the issue of employee stock options ("ESOPs") or thank you grants or restricted stock units ("RSUs") to eligible employees up to 6,750,000 options, which may result in the issue of not more than 6,750,000 Equity Shares. The primary objective of ESOP-2020 is to reward and motivate the employees and to retain the employees of the Company and its Subsidiaries, as the case may be, by way of rewarding their high performance. ESOP-2020 complies with the SEBI (Share Based Employee Benefits) Regulations, 2014.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 as amended from time to time, the details of stock options as on March 31, 2024 are specified in Annexure "A" to this Report.

8. FINANCE:

During the year under review, the Company availed various credit facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and repayment of principal amount to all lenders.

Your Company runs a large foreign currency portfolio under the guidance and supervision of its Finance Committee of the Board. It has a foreign currency management policy approved and reviewed by the Board from time to time.

Versus the USD, during the fiscal under review, the Indian Rupee depreciated by 1.198 % from '' 82.2169 on April 01, 2023, to '' 83.3739 on March 31, 2024. The USDINR pair moved in the range of '' 81.6526 -83.3950 with an annual realised volatility of 2.03% as against the volatility of 4.95% for the previous financial year.

9. CREDIT RATING:

The Company''s financial prudence, discipline and performance are also acknowledged by credit rating agencies. Rated since 2018, by India Ratings & Research Private Limited, your Company’s debt facilities are rated as under.

Instrument	Rating
Term Loans	Ind AA-/Positive
Fund-based working capital facility	Ind AA-/Positive/IND A1
Non-fund based working capital facility	IND A1
Commercial Paper	IND A1

10. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has well-established, comprehensive and adequate internal controls commensurate with the size of the operations. These controls not only help in identifying and managing business risks but also ensure the highest standards of corporate governance. Our internal financial controls are well-documented and seamlessly integrated into our business processes. Thorough rigorous testing conducted throughout the year, we are happy to announce that no significant weaknesses were observed in either the design or operation of these controls.

We derive assurance on the effectiveness of our internal financial controls through various means, including monthly management reviews, control selfassessments, continuous monitoring by functional experts, and rigorous testing by our internal auditors. It is worth noting that our Internal Auditors report directly to the Audit Committee of the Board, ensuring independence in their evaluations. They not only assess the adequacy of internal controls but also audit the majority of transactions in terms of value.

I n our commitment to further strengthen compliance processes, we have implemented an internal compliance tool that automates processes and generates timely alerts for statutory compliance. We firmly believe that these systems collectively provide reasonable assurance that our internal financial controls are effectively designed and operating as intended.

Furthermore, in compliance with Listing Regulations, we have constituted a dedicated Risk Management & ESG Governance Committee, responsible for preparing

the Risk Management Plan. Details regarding the constitution, authority, and terms of reference of this committee are outlined in the Corporate Governance Report.

11. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company’s Policy on Prevention of Sexual Harassment at Workplace is in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and rules framed thereunder. Internal Complaints Committee have also been set up to redress complaints received regarding sexual harassment.

During the year under review, no complaints of sexual harassment were received by the Company. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

12. PERSONNEL / HUMAN RESOURCES DEVELOPMENT:

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) Leadership Development Program: LEAP is

an 8 months-long leadership development intervention that had been designed keeping in mind the 70:20:10 development model. For this, we collaborated with panel of Leadership development experts for designing and implementing the program. LEAP is based on cohort learning. Immersions were conducted where external leaders and organisations were experienced to create an ''Outside In’ perspective and finally to encourage the application of the competencies learned in the workshops, and group coaching was enabled. This program will be an ongoing feature for Leadership Development in the Company.

ii) Internal Communication: An internal

communication platform has been created to improve communication within the organisation.

This is championed by an editorial team composed of employees from different functions. Impromptu is now published in both English & Marathi to provide a glimpse of important events taking place in different parts of the organisation. To further improve internal communication a Town Hall format has also been initiated and it is done every quarter. Through Townhall employees are updated with Busines updates, Operational aspects including Quality, EHS etc. Exciting organisation-wide initiatives are also announced and updates are given to employees.

iii) Vision, Mission & Values: Our goal was to have Vision, Mission and Core Values to guide the organisation and align all business decisions that we make. Several Light house interviews were conducted across leadership teams, employee pools and customers to arrive at insights around Company’s brand essence, the competitive landscape and the DNA of the organisation. All these findings were then used to craft the Vision, Mission and Values of the organisation. A leadership workshop was undertaken to derive Vision, Mission & Values using stakeholder insights, competitive landscape & Company’s brand essence. We launched our Vision, Mission and Values Orientation across all locations covering more than 80% of our population.

iv) Make You Mark: Make Your Mark, Laxmi’s Rewards & Recognition program has undergone a stellar transformation. The core values of Innovation, Sustainability, Customer Centricity, and Integrity are now the guiding behaviors, shaping the Make Your Mark program. This marks the beginning of a new era where excellence aligned with Laxmi’s values takes center stage in our recognition initiatives.

v) Competency Framework Development & Orientation: The Competency Framework was developed using seven strategic intents derived from light house interviews. The Competency Framework looks at competencies across several levels of the organisation by proficiency. Orientation has been done through interactive workshops covering people managers across all the locations. Going forward all major HR processes will be based on the Competency Framework.

vi) Employee Engagement: To strengthen the culture of continuous feedback and to enhance employee engagement, we are launching

an automated continuous listening process throughout the lifecycle of an employee which will cover Onboarding, Tenure, Moments-that-Matter and Exit. This will be done by asking employees relevant questions based on their professional milestones and personalised conversations will provide seamless experience to employees with a chat interface. Through this chat interface, aim is to highlight the employees who are at the risk of dis-engagement or potential attrition using AI and sentiment analysis. This will also provide actionable insights to HR team via real time analytics and help them stay ahead of the curve.

vii) Total Rewards Mindset: To build a strong base for this mindset it is essential to understand the external market. A basket of 24 plus Chemical sector companies were 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’.

viii) Human Resources Information System Initiatives: This year policy implementation was undertaken through HRIS. E.g Flexi working days and hours. Continuous performance evaluation methodology-Checkins; was implemented through HRIS for senior employees. Other process flows have been optimized as per evolving processes of recruitment.

ix) National Apprentice Promotional Scheme: At

the organisational level, we have created and implemented a high-quality talent pool through the National Apprentice Promotional Scheme Program for entry-level positions. The objective of this program is to improve bench strength, reduce the resourcing turnaround time, quality of trained talent, improve gender diversity, and provide employment opportunities to entry-level talent. At the moment, we have engaged more than 140 NAPS trainees across the organisation

and more than 54 NAPS trainees have been onboarded in 2023-24 and 69 trainees since program introduction. These 54 onboarded trainees translate close to 65% hiring against available positions of 5.2C & 5.2D in mfg and close to 23% at the organisation level across grades for 2023-24. The program has helped us to bring down manufacturing grade 5 attrition by 2.93% over historical attrition and a 27% reduction in a number of employees leaving within 0-1 year service between pre & post-NAPS deployment. NAPS acted as a feed to " Build model" for manufacturing and other functions for developing a gender diversity pool. More than 60% diversity hired from the NAPS pool of total diversity hired across the organisation in 2023-24.

x) Gender Diversity: Improving gender diversity in the Company is a key goal. We have this year created a three-pronged approach to improving Diversity -

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

2) Women of Laxmi Council: A council has been formed with its preamble to guide actions on how to improve the inclusion and lives of women in Laxmi.

3) Sensitization: A year-round program management to sensitise on issues that create impediments.

A series of actions have been implemented to improve gender diversity at Laxmi such as creating and developing a talent pool through the NAPS Program, workforce sensitisation through "Nukkad Natak" & POSH workshops, women of Laxmi council workshops and initiatives on women employee safety working in shifts, especially in manufacturing and women-friendly policy development, etc. We have moved up on gender diversity from 4% to 8% in 2023-24.

13. SUBSIDIARIES & JOINT VENTURE:

The details of the subsidiaries and the joint ventures as on March 31,2024 is given as under:

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

*Applied for strick-off of the name

The financial information of the Subsidiary Companies as required pursuant to Section 129(3) of the Companies Act, 2013 read with applicable provision of the Companies (Accounts) Rules, 2014 is set out in Form No. AOC-1 is annexed as an Annexure "B" to this report.

During the year under review, Laxmi Lifesciences Private Limited, a Wholly Owned Subsidiary of the Company, incorporated in India, has been Struck off with effect from September 21, 2023 vide certificate issued by Ministry of Corporate Affairs. The Company is also in the process of striking-off of the name of the one other wholly owned subsidiaries namely, Yellowstone Specialty Chemicals Private Limited.

The annual accounts of Subsidiary Companies are available for inspection by any Member at the registered office of the Company and interested Member may obtain it by writing to the Company Secretary of the Company. The same are also placed on the website at https://www.laxmi.com/investors/financials

During the year under review, Laxmi Organic Industries (Europe) BV has been identified as Material Subsidiary in accordance with Regulation 16 of Listing Regulations. However, none of the subsidiary has been identified as Material Subsidiary in accordinacle with Regulation 24 of Listing Regulation. The Policy for determining material subsidiaries can be downloaded from the website of the Company using following link: https:// www.laxmi.com/investors/policies

14. DIRECTORS:a. Appointment/re-appointment/resignation:

During the year, Mr. Satej Nabar (DIN: 06931190), the Executive Director & Chief Executive Officer (ED & CEO) of the Company, tendered his resignation, opting to pursue personal interests beyond the organisation. His resignation took effect as of the close of business hours on April 02, 2023. Consequently, Mr. Satej ceased to hold the position of Key Managerial Personnel (KMP) within the Company, effective the same time. To fill this vacancy, the Board appointed Dr. Rajan Venkatesh (DIN: 10057058) as the Managing Director & Chief Executive Officer (MD & CEO) for a term of five years, commencing April 03, 2023, and extending until March 31, 2028. Dr. Rajan has also been appointed as a Key Managerial Personnel of the Company, effective April 03, 2023. Additionally, as part of these changes, Mr. Ravi Goenka (DIN: 00059267), the current Chairman and Managing Director, relinquished his role as Managing Director effective April 03, 2023. However, he was appointed by the Board as a Whole-time Director, designated as Executive Chairman of the Company, with effect from the same date, for the remainder of his tenure. The Company secured Member’s approval for the aforementioned appointments and changes in designation through a postal ballot.

At the Board Meeting convened on March 12, 2024, Mr. Arun Todarwal (DIN: 00020916) was appointed as an Independent Director of the Company for a three-year

term, commencing from April 01, 2024, to March 31, 2027, based on the recommendation of the Nomination & Remuneration Committee. Member approval for these appointments and changes in designation was obtained via postal ballot.

The tenure of Mr. Omprakash Bundellu (DIN: 00032950) as an Independent Director is set to conclude on the date of the forthcoming Annual General Meeting. Consequently, Mr. Bundellu will be relieved from his duties as an Independent Director immediately upon the conclusion of the Annual General Meeting.

Similarly, Mr. Manish Chokhani''s (DIN: 00204011) tenure as an Independent Director also concludes on the date of the ensuing Annual General Meeting. However, based on the recommendation of the Nomination & Remuneration Committee at the Board Meeting held on May 21,2024, Mr. Chokhani has been appointed as a Non-Executive Non-Independent Director, subject to retirement by rotation, effective from July 31, 2024. Therefore, Mr. Chokhani will transition from his role as an Independent Director to a Non-Executive Non-Independent Director upon the conclusion of the Annual General Meeting and will continue serving on the Board in this capacity.

Mr. Ravi Goenka (DIN: 00059267) is scheduled for retirement by rotation at the forthcoming Annual General Meeting and is eligible for reappointment. Following a comprehensive performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board proposes his reappointment. Furthermore, in line with the Nomination & Remuneration Committee''s recommendation during the Board meeting held on May 21, 2024, Mr. Ravi Goenka, whose current tenure as Whole-time Director designated as Executive Chairman concludes on August 31, 2024, has been re-appointed by the Board as a Whole-time Director designated as Executive Chairman, subject to retirement by rotation, for a tenure of five years, effective from September 01, 2024, to August 31, 2029. The Company is currently in the process of seeking approval from the Members for the aforementioned appointment at the upcoming Annual General Meeting.

At the Board Meeting on July 1, 2024, another Independent Director, Mr. Vijay Ratnaparkhe (DIN: 03211521), was appointed for a three-year term, commencing from July 1, 2024, to June 30, 2027, based on the recommendation of the Nomination & Remuneration Committee. The Company is currently in the process of seeking Member approval for these appointments and changes in designation at the upcoming Annual General Meeting.

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.

Details of the Directors seeking appointment / reappointment, including profiles of these Directors, are provided in the Notice convening the 35^th Annual General Meeting of the Company.

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

b. Key Managerial Personnel:

I n accordance with the provisions of Section 203 of the Companies Act, 2013, and rules made thereunder, following are the Key Managerial Personnel of the Company for the year ended March 31,2023:

a. Mr. Ravi Goenka - Executive Chairman

b. Dr. Rajan Venkatesh - Managing Director & CEO

c. Ms. Tanushree Bagrodia - CFO

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

Mr. Satej Nabar resigned from the post of Executive Director & CEO w.e.f.April 02, 2024 and Dr. Rajan Venkatesh was appointed as Managing Director & CEO w.e.f. April 03, 2024.

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(1 )(b) of the SEBI Listing Regulations, 2015. There has been no change in the circumstances affecting their status of Independent Directors of the Company.

The Board is of the opinion that all the Independent Directors appointed are of integrity and possess the requisite expertise and experience (including the 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 Board’s Performance evaluation are in the Corporate Governance Report.

14. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from 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.

15. INSURANCE:

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

16. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:

During the year under review, all related party transactions were conducted at arm’s length and within the normal course of business operations. The Company did not engage in any materially significant related party transactions with Promoters, Directors, Key Managerial Personnel, or other designated individuals that could potentially conflict with the Company’s broader interests.

All such Related Party Transactions undergo scrutiny by the Audit Committee for approval and are presented to the Board for acknowledgment or approval, as per the Company’s Materiality of Related Party Transaction policy. Annual omnibus approvals from the Audit Committee and Board are sought for anticipated and repetitive transactions. These pre-approved transactions are regularly reviewed, and a comprehensive statement detailing all related party transactions, along with an Arm’s Length Certificate provided by an Independent Chartered Accountant, is presented to the Audit Committee and the Board of Directors for their periodic review on a quarterly basis. The details of contracts executed during the year are provided in Form AOC-2, enclosed as Annexure "C". Additionally, members are directed to Statement B of the Audited Standalone Financial Statement, which outline related party disclosures in accordance with Ind AS.

Apart from Mr. Ravi Goenka, Mr. Harshvardhan Goenka, and Mr. Rajeev Goenka, none of the other Directors has any pecuniary relationships or transactions with the Company.

17. AUDITORS AND AUDITORS REPORT:

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 LLP, 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 in the financial year 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 call 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 committee against the Company by its officers or employees, the details of which would need to be mentioned in the Board Report.

18. SECRETARIAL AUDIT AND SECRETARIAL STANDARDS:

The Board of Directors has on the recommendation of the Audit Committee, appointed M/s GMJ & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2024 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 SEBI Circular dated February 08, 2019, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI 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 "E". The remarks provided in the report are self-explanatory.

The Directors state that applicable Secretarial Standards relating to ''Meetings of the Board of Directors’ and ''General Meetings’, have been duly complied with by the Company.

19. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. The Board of Directors has on the recommendation of the Audit Committee, appointed M/s. B.J.D. Nanabhoy & Company, a firm of Cost Auditors for conducting the audit of such records and for preparing Compliance Report for the Financial Year 2024-25.

M/s. B.J.D. Nanabhoy & Company have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013, and Rules made thereunder, and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required 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.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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 variety of CSR initiatives. Below are some highlights of our efforts:

a) Mobile Health Unit: Under the Health initiative, we continued to build and expand Mobile Health Initiatives in locations where manufacturing plants are situated. We continued to work with Mahad, Khed, and Chiplun taluka Health Department to improve the health and quality of

life of villagers through Mobile Health Units. It comprises of mobile clinic setup (van) along with a qualified doctor, nurse, community mobiliser, and driver. Through this initiative, door-to-door health services are delivered free of cost along with basic medication. The MHU focuses on the diagnosis, consultation, treatment, and referral in case of chronic diseases. A total of 50 villages from Mahad, Khed ,and Chiplun taluka which have poor access to health services have been targeted through the MHU service. The initiative benefits around 30000 villagers. To date, around 12800 patients have been covered and more than 36600 treatments have been given since the launch of MHU at Mahad, Khed, and Chiplun taluka.

b) Water: Under the Water initiative, we have worked with Nadagaon village from Mahad taluka wherein we have installed solar based water pump to provide drinking water supply to the village. This has helped to overcome the challenge of electricity availability and thereby continuous drinking water supply to the village. Around 3000 villagers are getting benefited. Another water project that we are working on to build a well in Kusumwadi village from Khed taluka. This well is the only source of drinking water for the villagers, during the last rainy season, due to heavy rain it collapsed. we are constructing the well to restore the drinking water supply. The project will benefit around 700 villagers.

c) Education: we have initiated work on building the primary school at Parsule (Mahad - Poladpur region). Under this initiative, we are providing 7 classrooms, 2 washrooms, and bathrooms. The initiative is a work in progress. Upon completion, more than 100 primary school students will be benefited. This is done in collaboration with the district education body. Further, we are working with district education authorities to introduce English medium education. The school building work is in the last stage and should be open for beneficiaries in the second quarter of 2024-25. Further, we have upgraded the infrastructure of one of the schools at Mahad Taluka.

d) Sustainability: We worked with two villages (Dhamandevi & Songaon) from Khed taluka and installed 100 solar lights. Around 10000 villagers have been benefited across 10 clans from these two villages. The installation of solar lights has provided better lighting during the dark and

ensured the safety of villagers during night travel as the villages are located geographically in little challenging location.

For more details on CSR please refer page no 36. The Annual Report on CSR Activities as on March 31,2024, is annexed herewith as Annexure "F".

21. OTHER DISCLOSURES: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 Company’s 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 financial year under review will be uploaded on the website of the Company. The same will be and is available for view under the investor section on the Company’s 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 "H".

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 and Material Orders passed by the Regulators or Courts:

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

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

During the year 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.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Securities Exchange Board of India (SEBI) through a notification dated May 05, 2021 has made amendments to certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR). As per the amendment, the listed entities are required to submit a new report on ESG parameters, namely Business Responsibility and Sustainability Report (BRSR) in the prescribed format. Since your Company is one of the top 1000 listed entities as on March 31,2024, the Company, as in the previous years, has presented its BRSR for the Financial Year 2023-24, which is presented in a separate section, forming part of the Annual Report.

23. CORPORATE GOVERNANCE REPORT:

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

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

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, 2024, 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, 2024 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.

25. ACKNOWLEDGEMENT:

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 Company’s executives, staff and workers.

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Mar 31, 2023

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, 2023.

1. FINANCIAL RESULTS:

(Rs. in Million)
Particulars	Year Ended March 2023	Year Ended March 2022*
Revenue from operation	26,934.11	28,817.16
Profit before depreciation, interest and tax	2,723.47	3,546.50
Finance Cost	184.72	142.25
Depreciation	704.60	468.29
Profit before tax (PBT)	1,834.15	2,935.96
Tax	486.76	539.82
Net profit	1,347.39	2,396.14

* The figures of FY 2021-22 are restated numbers to give effect of the merger of Acetyls Holdings Private Limited (AHPL) and Yellowstone Chemicals Private Limited (YCPL) w.e.f. October 02, 2021 in accordance with Appendix C of Ind AS 103-Business Combinations.

2. DIVIDEND:

The Directors are pleased to recommend a Dividend of 25% (? 0.50 per equity share) on the face value of ? 2/- per share of the Company for the financial year ended March 31, 2023. The Dividend, if approved by the Members at the ensuing Annual General Meeting, will result into an outflow of approximately ? 133.27 million.

The dividend pay-out for the year under review is in accordance with the Dividend Policy approved and adopted by the Board of Directors of the Company.

3. FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW:

Key financial highlights during the year were as under:

> Total Revenue from operations reduced by 6.5% to ? 26,934.11 million against ? 28,817.16 million of the previous year.

> Earnings before interest tax depreciation and amortization (EBITDA) reduced by 23.2% to ? 2,723.47 million against ? 3,546.50 million of the previous year.

> Profit Before Tax (PBT) reduced by 37.5% to ? 1,834.15 million against ? 2,935.96 million of the previous year.

> Net Profit reduced by 43.8% to ? 1,347.39 million from ? 2,396.14 million of the previous year.

4. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s 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.

5. TRANSFER TO GENERAL RESERVE:

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

6. SHARE CAPITAL:

The authorized share capital of the Company as on March 31, 2023 increased to ? 76,00,00,000/- (Rupees Seventy Six Crore) divided into 38,00,00,000 (Thirty Eight - Crore) equity shares of ? 2/- (Two) each after the absorption of Acetyl Holdings Private Limited and Yellowstone Chemicals Private Limited (“Wholly Owned Subsidiaries) during the financial year under review.

During the year under review, the Company has issued 15,13,435 Equity Shares pursuant to the exercise of Options by the employees under Employee Stock Option Scheme -2020 (“ESOP-2020”) and has granted 2,76,855 stock options as approved by Nomination and Remuneration Committee on May 04, 2022.

7. EMPLOYEE STOCK OPTION SCHEMES:

The Company has one Employees’ Stock Option Schemes as under:

Laxmi - Employee Stock Option Plan -2020 (Active employee stock option scheme):

Pursuant to the resolutions passed by the Shareholders on November 24, 2020, the Company has approved the Laxmi - Employee Stock Option Plan 2020 (“ESOP-2020”) for

issue of employee stock options (“ESOPs”) or thank you grants or restricted stock units (“RSUs”) to eligible employees up to 6,750,000 options, which may result in issue of not more than 6,750,000 Equity Shares. The primary objective of ESOP-2020 is to reward and motivate the employees and to retain the employees of the Company and its Subsidiaries, as the case may be, by way of rewarding their high performance. ESOP-2020 is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 as amended from time to time, the details of stock options as on March 31, 2023 are specified in Annexure “A” to this Report.

8. FINANCE:

During the year under review the Company availed various credit facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and repayment of principal amount to all lenders.

Your Company runs a large foreign currency portfolio under the guidance and supervision of its Finance Committee of the Board. It has a foreign currency management policy approved and reviewed by the Board from time to time.

Versus the USD, during the fiscal under review, Indian Rupee depreciated by 8.46% from ? 75.77 on April 04, 2022, to ? 82.18 on March 31, 2023. The USD INR pair moved in the range of 83.29 - 75.31 with an annual realized volatility of 4.37% which is in line with the volatility of 4.35% of the previous financial year.

9. CREDIT RATING:

The Company‘s financial prudence, discipline and performance is also acknowledged by credit rating agencies. Rated since 2018, by India Ratings & Research Private Limited, your Company’s debt facilities are rated as under:

Instrument	Rating
Term Loans	Ind AA-/Positive
Fund-based working capital facility	Ind AA-/Positive/IND A1
Non-fund based working capital facility	IND A1
Commercial paper	IND A1

10. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has well-established, comprehensive and adequate internal controls commensurate with the size of the operations. These controls are designed to assist in identification and management of business risks and ensuring high standards of corporate governance. The internal financial controls have been documented and embedded in the business processes. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Assurance on the effectiveness of internal financial controls is obtained through monthly management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. 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 Internal Auditors to the Audit Committee of the Board.

To further strengthen the compliance processes the Company has an internal compliance tool for assisting statutory compliances. This process is automated and generates alerts for proper and timely compliance. We believe that these

systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

As per the requirements of SEBI Listing Regulations, 2015, a Risk Management & ESG Governance Committee has been constituted with responsibility of preparation of Risk Management Plan. The details of the constitution, authority and terms of reference of the Risk Management & ESG Governance Committee is captured in the Corporate Governance Report

11. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company’s Policy on Prevention of Sexual Harassment at Workplace is in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and rules framed thereunder. Internal Complaints Committee have also been set up to redress complaints received regarding sexual harassment.

During the year under review, no complaints of sexual harassment were received by the Company. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

12. PERSONNEL/HUMAN RESOURCES DEVELOPMENT:

The employees are the most valuable asset for the Company and the Company’s focus remains to attract, develop and retain talent. The Company continues to provide an environment of open culture and congenial work atmosphere and healthy industrial relations and is committed to providing the employee with a pragmatic workplace. During the year under review, the Company has undertaken new initiatives on Human Resource front. For more details on HR initiatives please refer page no 28.

13. SUBSIDIARIES & JOINT VENTURE:

The details of the subsidiaries and the joint ventures as on March 31, 2023 is given as under:

Sr. No.	Name & Country of Incorporation	Category
1. Laxmi Organic Industries (Europe) BV, Netherlands (LOBV)
2.	Cellbion Lifesciences Private Limited, India (CLPL)
3.	Laxmi Lifesciences Private Limited, India (LLPL)
4.	Viva Lifesciences Private Limited, India (VLPL)
5.	Laxmi Speciality Chemicals (Shanghai) Co. Limited, China (LSCSCL)	Wholly Owned Subsidiary
6.	Yellowstone Fine Chemicals Private Limited, India (YFCPL)
7.	Yellowstone Speciality Chemicals Private Limited, India (YSCPL)
8.	Laxmi USA LLC
9.	Saideep Traders, India (ST)	Step Down Partnership firm
10.	Laxmi Italy Srl	Step Down Subsidiary
11.	Cleanwin Energy One LLP, India (CEOLLP)	Associate Company
12.	Radiance MH Sunrise Seven Private Limited	Associate Company

The financial information of the Subsidiary Companies as required pursuant to Section 129(3) of the Companies Act, 2013 read with applicable provision of the Companies (Accounts) Rules, 2014 is set out in Form No. AOC-1 is annexed as an Annexure “B” to this report.

During the year under review, the scheme of merger of wholly owned subsidiary namely, Acetyls Holding Private Limited (‘AHPL’) and its step-down subsidiary namely, Yellowstone Chemicals Private Limited (‘YCPL’), with the Company with the appointed date as of October 02, 2021 was approved by NCLT by passing a Final Order dated August 28, 2022 (‘Final Order’). As specified in the Final Order the Company has filed Form INC-28 on September 30, 2022 and made the Final Order effective. Consequently, the Company has merged the financials of AHPL and YCPL in these Unaudited Standalone Financial Result.

During the year under review, Laxmi Petrochem Middle East FZE, a Wholly Owned Overseas Subsidiary of the Company, incorporated in Dubai, has been dissolved with effect from December 08, 2022 vide termination certificate issued by Hamriyah Free Zone Authority, Government of Sharjah. The Company is also in the process of striking-off of the name of the two other wholly owned subsidiaries namely, Laxmi Lifesicences Private Limited and Yellowstone Specialty Chemicals Private Limited.

During the year under review, your Company has infused 26% equity capital stake in Radiance MH Sunrise Seven Private Limited in order to avail benefits under solar power energy schemes.

The annual accounts of Subsidiary Companies are available for inspection by any Shareholder at the registered office of the Company and interested Shareholder may

obtain it by writing to the Company Secretary of the Company. The same are also placed on the website at https://www.laxmi.com/investors/financials.

The Policy for determining material subsidiaries can be downloaded from the website of the Company using following link: https://www.laxmi.com/investors/policies. As per the materiality Policy, LOBV is a material subsidiary of the Company.

14. DIRECTORS:

a. Appointment/re-appointment/resignation:

Mr. Harshvardhan Goenka (DIN: 08239696) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

Further, during the year Mr. Satej Nabar (DIN: 06931190), the Executive Director & Chief Executive Officer (ED & CEO) of the Company, resigned and decided to move on from the Company to pursue his personal interests outside the organization. His resignation has been effective from the closing business hours of April 02, 2023, and consequently, Mr. Satej shall also cease to be the Key Managerial Personnel of the Company effective closing business hours of April 02, 2023. The Board noted and accepted his resignation at its meeting held on February 27, 2023 and places on record its immense appreciation for his contribution during his tenure as an ED & CEO of the Company.

At the Board Meeting held on February 27, 2023, based on the recommendation of the Nomination & Remuneration Committee, Dr. Rajan Venkatesh (DIN: 10057058), has been appointed by the Board as the Managing Director & Chief Executive Officer (MD & CEO) of the Company for a period of five years with effect from April 03, 2023, till March 31, 2028. Dr. Rajan is also appointed as Key Managerial Personnel of the Company with effect from April 03, 2023. Consequently, Mr. Ravi Goenka (DIN: 00059267), the current Chairman and Managing Director of the Company has stepped down from the role of the Managing Director with effect from April 03, 2023, and he was appointed by the Board as Whole-Time Director designated as Executive Chairman of the Company w.e.f. April 03, 2023, for the remaining tenure of this appointment. The Company is in the process of seeking Member’s approval for the aforesaid appointments/ change in designation through postal ballot.

During the year under review, the non-executive directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Details of the Directors seeking appointment/reappointment including profile of these Directors, are given in the Notice convening the 34^th Annual General Meeting of the Company.

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

b. Key Managerial Personnel:

In accordance with the provisions of Section 2 03 of th e Companies Act, 2013, and rules made thereunder, following are the Key Managerial Personnel of the Company for the year ended March 31, 2023:

a. Mr. Ravi Goenka - Executive Chairman

b. Mr. Satej Nabar - Executive Director & CEO

c. Ms. Tanushree Bagrodia - CFO

d. Mr. Aniket Hirpara - Company Secretary &

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(1)(b) of the SEBI Listing Regulations, 2015. There has been no change in the circumstances affecting their status of Independent Directors of the Company.

The Board is of the opinion that all the Independent Directors appointed are of integrity and possess the requisite expertise and experience (including the 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 Board’s Performance evaluation are in the Corporate Governance Report.

14. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from 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.

15. INSURANCE:

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

16. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:

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 Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval and also before the Board for its noting and approval, if required as per the policy on Materiality of Related Party Transaction of the Company. Prior omnibus approval of the Audit Committee and Board is being obtained on a yearly basis for the transactions which are foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed periodically and a statement giving details of all related party transactions along with the Arm’s Length Certificate obtained by Independent Chartered Accountant, is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis. The particulars of contracts entered during the year as per Form AOC-2 are enclosed as Annexure “C”. Members may also refer to Annexure 1 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.

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

17. AUDITORS AND AUDITORS REPORT:

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 LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), be and is hereby appointed as Auditors of the Company in place of the retiring auditors, M/s. Natvarlal Vepari & Co., Chartered

Accountants (Firm Registration No: 106971W) to hold office from the conclusion of this 34^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in financial year 2027-28, at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The notes on the financial statement referred to in the Auditors’ Report are self-explanatory and do not call 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 committee against the Company by its officers or employees, the details of which would need to be mentioned in the Board Report.

18. SECRETARIAL AUDIT AND SERETARIAL STANDARDS:

The Board of Directors has on the recommendation of the Audit Committee, appointed M/s GMJ & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2023 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 SEBI Circular dated February 08, 2019, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI 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 “E” The remarks provided in the report are self-explanatory.

The Directors state that applicable Secretarial Standards relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, have been duly complied with by the Company.

19. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. The Board of Directors has on the recommendation of the Audit Committee, appointed M/s. B.J.D. Nanabhoy & Company, a firm of Cost Auditors for conducting the audit of such records and for preparing Compliance Report for the Financial Year 2023-24.

M/s. B.J.D. Nanabhoy & Company have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013, and Rules made thereunder, and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required 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.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to contribute towards the local communities through CSR initiatives under defined thematic areas like Health, Education, Water, and Waste Management. During the year, various CSR initiatives have been undertaken. For more details on CSR please refer page no 36. The Annual Report on CSR Activities as on March 31, 2023, is annexed herewith as Annexure “F”.

21. OTHER DISCLOSURES:

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 Company’s 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 financial year under review will be uploaded on the website of the Company.

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 “H”

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 and Material Orders passed by the Regulators or Courts:

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

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

During the year 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.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Securities Exchange Board of India (SEBI) through a notification dated May 05, 2021 has made amendments to certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR). As per the amendment, the listed

entities are required to submit a new report on ESG parameters, namely Business Responsibility and Sustainability Report (BRSR) in the prescribed format. Since your Company is one of the top 1000 listed entities as on March 31, 2023, we have prepared BRSR for the Financial Year 2022-23, which is presented in a separate section, forming part of the Annual Report.

23. CORPORATE GOVERNANCE REPORT:

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

24. DIRECTORS’ RESPONSIBILITY STATEMENT:

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, 2023, 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, 2023 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.

25. ACKNOWLEDGEMENT:

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 Company’s executives, staff and workers.

By Order of the Board of Directors For LAXMI ORGANIC INDUSTRIES LIMITED

Ravi Goenka

Executive Chairman

---

Mar 31, 2022

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, 2022.

1. FINANCIAL RESULTS:		(? in million)
Particulars	Year Ended March 31, 2022	Year Ended March 31, 2021
Revenue from operation	29,964.67	16,061.10
Profit before depreciation, interest and tax	3,398.10	2,119.29
Finance Cost	135.48	153.40
Depreciation	446.07	452.63
Profit before tax (PBT)	2,816.55	1,513.26
Tax	505.13	287.74
Net profit	2,311.42	1,225.52

2. DIVIDEND:

The Directors are pleased to recommend a Dividend of 35% (? 0.70 per equity share) on the face value of ? 2/- per share of the Company for the financial year ended March 31,2022. The Dividend, if approved by the Members at the ensuing Annual General Meeting, will result into an outflow of ? 185.77 million.

The dividend pay-out for the year under review is in accordance with the Dividend Policy approved and adopted by the Board of Directors of the Company.

3. FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW:

Key financial highlights during the year were as under:

» Total Revenue from operations increased by 86.6% to ? 29,964.67 million against ? 16,061.10 million of the previous year.

» Earnings before interest tax depreciation and amortization (EBITDA) increased by 60.3% to ? 3,398.10 million against ? 2,119.29 million of the previous year.

» Profit Before Tax (PBT) increased by 86.1% to ? 2,816.55 million against ? 1,513.26 million of the previous year.

» Net Profit increased by 88.6% to ? 2,311.42 million from ? 1,225.52 million of the previous year.

4. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s 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.

5. TRANSFER TO GENERAL RESERVE:

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

6. SHARE CAPITAL:

The authorized share capital of the Company as on March 31, 2022 remain unchanged at ? 61,00,00,000/- (Rupees Sixty-One Crore) divided into 30,50,00,000 (Thirty - Crore Fifty Lakhs) equity shares of ? 2/- (Two) each during the financial year under review.

During the year under review, the Company has not issued any securities (neither shares with differential voting rights nor sweat equity shares), nor has it granted any stock options.

7. EMPLOYEE STOCK OPTION SCHEMES:

The Company has one Employees’ Stock Option Schemes as under:

Laxmi - Employee Stock Option Plan -2020 (Active employee stock option scheme):

Pursuant to the resolutions passed by the Shareholders on November 24, 2020, the Company has approved the Laxmi - Employee Stock Option Plan 2020 (ESOP-2020) for issue of employee stock options or thank you grants or restricted stock units (“RSUs’) to eligible employees up to 67,50,000 options, which may result in issue of not more than 67,50,000 Equity Shares. The primary objective of ESOP-2020 is to reward and motivate the employees and to retain the employees of the Company and its Subsidiaries, as the case may be, by way of rewarding their high performance. ESOP-2020 is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

The Nomination and Remuneration Committee had on January 27, 2021 granted 56,90,467 options (comprising of 42,45,540 employee stock options, 11,43,266 RSUs and 3,01,664 thank you grants) to eligible employees pursuant to the ESOP-2020. As of the date of this report, no Equity Shares have been issued pursuant to the ESOP-2020.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 as amended from time to time, the details of stock options as on March 31, 2022 are specified in Annexure “A” to this Report.

8. FINANCE:

During the year under review the Company availed various credit facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and repayment of principal amount to all lenders.

Your Company runs a large foreign currency portfolio under the guidance and supervision of its Finance Committee of the Board. It has a foreign currency management policy approved and reviewed by the Board from time to time.

Versus the USD, during the fiscal under review, Indian Rupee depreciated by 3.22% from ? 73.425 on April 01, 2021 to ? 75.7875 on March 31, 2022. The relative volatility also was quite high in the 1^st quarter at 6.12% while for the rest of the quarters remained fairly average at 4.30%. Average volatility for FY22 remained at 4.75%.

9. CREDIT RATING:

The Company‘s financial prudence, discipline and performance is also acknowledged by credit rating agencies. Rated since 2018, by India Ratings & Research Private Limited, your Company’s debt facilities are rated as under.

Instrument	Rating
Term Loans	Ind AA-/Stable
Fund-based working capital facility	Ind AA-/Stable/IND A1
Non-fund based working capital facility	IND A1
Commercial paper	IND A1

10. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has well established, comprehensive and adequate internal controls commensurate with the size of the operations. These controls are designed to assist in identification and management of business risks and ensuring high standards of corporate governance. The internal financial controls have been documented and embedded in the business processes. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Assurance on the effectiveness of internal financial controls is obtained through monthly management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. 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 Internal Auditors to the Audit Committee of the Board.

To further strengthen the compliance processes the Company has an internal compliance tool for assisting statutory compliances. This process is automated and generate alerts for proper and timely compliance. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

As per the requirements of SEBI Listing Regulations, 2015, a Risk Management Committee has been constituted with responsibility of preparation of Risk Management Plan. The details of the constitution, authority and terms of reference of the Risk Management Committee is captured in the Corporate Governance Report.

11. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company’s Policy on Prevention of Sexual Harassment at Workplace is in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and rules framed thereunder. Internal Complaints Committee have also been set up to redress complaints received regarding sexual harassment.

During the year under review, no complaints of sexual harassment were received by the Company. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

12. PERSONNEL / HUMAN RESOURCES DEVELOPMENT:

The employees, are the most valuable asset for the Company and the Company’s focus remains to attract, develop and retain talent. The Company continues to provide an environment of open culture and congenial work atmosphere and healthy industrial relations and is committed to provide the employee with a pragmatic workplace. During the year under review the Company has initiated a few new initiatives on Human Resource front. Please refer page No. 36

13. SUBSIDIARIES:

The details of the subsidiaries as on March 31, 2022 is given as under:

Sr. No. Name & Country of Incorporation Category

1. Laxmi Organic Industries (Europe) BV, Netherlands (LOBV)

2. Laxmi Petrochem Middle East FZE, Dubai (LPMEF)

3. Cellbion Lifesciences Private Limited, India (CLPL)

4. Laxmi Lifesciences Private Limited, India (LLPL)

5. Viva Lifesciences Private Limited, India (VLPL)

--Wholly Owned Subsidiary

6. Laxmi Speciality Chemicals (Shanghai) Co. Limited, China (LSCSCL)

7. Yellowstone Fine Chemicals Private Limited, India (YFCPL)

8. Yellowstone Speciality Chemicals Private Limited, India (YSCPL)

9. Acetyls Holding Private Limited, India (AHPL)

10. Laxmi USA LLC, USA (USLLC)

11. Saideep Traders, India (ST) Step Down Subsidiary

12. Yellowstone Chemicals Private Limited, India (YCPL) Step Down Subsidiary

13. Laxmi Italy Srl, Italy (LISRL) Step Down Subsidiary

14. Cleanwin Energy One LLP, India (CEOLLP) Associate Company

* Laxmi USA LLC is incorporated during the year on August 31, 2021, however the capital infusion is not yet made to this entity.

The financial information of the Subsidiary Companies as required pursuant to Section 129(3) of the Companies Act, 2013 read with applicable provision of the Companies (Accounts) Rules, 2014 is set out in Form No. AOC-1 is annexed as an Annexure “B” to this report.

During the year under review, the Company has completed the acquisition of 100% equity share capital of Acetyls Holding Private Limited (AHPL) in accordance with terms of the Share Purchase Agreement dated December 09, 2020 and Prospectus dated March 18, 2021. With this acquisition, AHPL and its wholly owned subsidiary Company, namely, Yellowstone Chemicals Private Limited (YCPL) have become subsidiaries of the Company w.e.f. October 01, 2021. Subsequently, the Company has filed a scheme of Merger by Absorption of AHPL and YCPL with the Company to NCLT, Mumbai on November 25,

2021 and the Appointed Date of Merger is October 02, 2021. The proposed Merger by Absorption seeks to achieve operational and economic synergies that will be beneficial to the interest of shareholders, creditors and other stakeholders of all Companies. The Company has complied with all the directions issued by NCLT. In respect of the scheme of Merger, and thereafter the regulators, Official Liquidator (OL) and Registrar of Companies (ROC), Regional Director (RD), have filed their reports before the NCLT and have no adverse observation.

The annual accounts of Subsidiary Companies are available for inspection by any Shareholder at the registered office of the Company and interested Shareholder may obtain it by writing to the Company Secretary of the Company. The same are also placed on the website at https://www.laxmi. com/investors/financials

The Company does not have any material subsidiary. Policy for determining material subsidiaries can be downloaded from the website of the Company using following link: https://www.laxmi.com/investors/policies

14. DIRECTORS:a. A ppoi nt ment/re-a ppoi ntment/resi gnat ion:

Mr. Rajeev Goenka (DIN 00059346) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment.

Further, tenure of Ms. Sangeeta Singh (DIN 06920906), Independent Woman Director of the Company is valid till conclusion of the 33^rd Annual General Meeting. Ms. Sangeeta Sing being eligible offer herself for re-appointment for the 2^nd term of 5 years up to the conclusion of the 38^th Annual General Meeting of the Company in the FY28. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends her re-appointment.

During the year under review, the non-executive directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Details of the Directors seeking appointment / re-appointment including profile of these Directors, are given in the Notice convening the 33^rd Annual General Meeting of the Company.

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

b. Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Companies Act, 2013, and rules made thereunder, following are the Key Managerial Personnel of the Company for the year ended March 31, 2022:

a. Mr. Ravi Goenka - Chairman and Managing Director

b. Mr. Satej Nabar - Executive Director & CEO

c. Mr. Partha Roy Chowdhury - President Corporate and CFO

d. Mr. Aniket Hirpara - Company Secretary & 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(1 )(b) of the SEBI Listing Regulations, 2015. There has been no change in the circumstances affecting their status of Independent Directors of the Company.

The Board is of the opinion that all the Independent Directors appointed are of integrity and possess the requisite expertise and experience (including the 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 Board’s Performance evaluation are in the Corporate Governance Report.

15. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from 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.

16. INSURANCE:

The Building, Plant and Machinery and Stocks at all locations of the Company have been adequately insured.

17. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:

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 Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval and also before the Board for its noting and approval, is required as per the policy on Materiality of Related Party Transaction of the Company. Prior omnibus approval of the Audit Committee and Board is being obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed periodically and a statement giving details of all related party transactions along with the Arm’s Length Certificate obtained by Independent Chartered

Accountant, is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis. The particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure “C”. Members may also refer to Annexure 1 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.

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

18. AUDITORS AND AUDITORS REPORT:

M/s Natvarlal Vepari & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company at the 29th Annual General Meeting of the Company for a term of 5 (Five) consecutive years. In accordance with the Companies Amendment Act, 2017, ratification of M/s Natvarlal Vepari & Co. is not required at the ensuing Annual General Meeting. The notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditors’ Report contains only the following minor qualification(s), reservation(s), adverse remark(s) or disclaimer(s).

Clause No. of CARO Report	Management Reply
Clause iii (c):	The Company has extended
Interest Payments	loan assistance to its wholly
from the wholly owned	owned subsidiaries. The
subsidiaries are not	reported entities are in the
regular Clause iii (d):	project construction phase and are non-operational. Hence, there was a delay
Interest amount of 95.91	in payment of interest. The
million from wholly	Audit Committee and Board
owned subsidiary is	took note of this delay and
overdue for more than	corrective actions have been
ninety days	put in place.
Clause ix (a):	An auto-debit mandate which
Delayed in repayment of	was registered for Vehicle
vehicle loan EMIs	Loan Account got closed due to closure of the Company’s Current Account which has resulted into delay in loan EMI repayment. As on date of this report all the EMIs were re-paid and the No Due Certificate was received from Lender.

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 committee against the Company by its officers of employees, the details of which would need to be mentioned in the Board Report.

19. SECRETARIAL AUDIT AND SERETARIAL STANDARDS:

The Board of Directors has on the recommendation of the Audit Committee, appointed M/s GMJ & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the FY23.

The Secretarial Audit Report for the financial year ended March 31, 2022 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 SEBI Circular dated February 08, 2019, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI 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 “E”. The remarks provided in the report are self-explanatory.

The Directors state that applicable Secretarial Standards relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, have been duly complied by the Company.

20. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. The Board of Directors has on the recommendation of the Audit Committee, appointed M/s. B.J.D. Nanabhoy & Company, a firm of Cost Auditors for conducting the audit of such records and for preparing Compliance Report for the Financial year 2022-23.

M/s. B.J.D. Nanabhoy & Company have confirmed that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013, and Rules made thereunder, and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required 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.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to contributing to the local communities through CSR initiatives under defined thematic areas like Health, Education, Water, and Waste Management. During the year, various CSR initiatives have been initiated and executed.

For more details on CSR please refer page No. 40. The Annual Report on CSR Activities as on March 31, 2022, is annexed herewith as Annexure “F”.

22. OTHER DISCLOSURES:

a. Meetings:

The details of various meetings of the Board and its committees are 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 Company’s 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 financial year under review will be uploaded on the website of the Company.

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 “H” .

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:

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 and Material Orders passed by the Regulators or Courts:

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

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

During the year 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.

23. BUSINESS RESPONSIBILITY REPORT:

Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report (BR Report). Since your Company is one of the top 1000 listed entities as on March 31, 2022, the Company, as in the previous years, has presented its BR Report for the FY22, which is presented in a separate section, forming part of the Annual Report.

24. CORPORATE GOVERNANCE REPORT:

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

25. DIRECTORS’ RESPONSIBILITY STATEMENT:

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, 2022, 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, 2022 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.

26. ACKNOWLEDGEMENT:

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 Company’s executives, staff and workers.