The Board of Directors of your Company are pleased to present the 13th Annual Report of the Company, accompanied by the Audited Financial Statements for the financial year ended March 31, 2025. This report highlights the continued devel¬ opment and robust momentum of the Company throughout the year while giving insight into the business and opera¬ tional information of the Company.
We trust that the insights and financial performance detailed in this report will reflect our commitment to excellence, our achievements and the strategic initiatives that have driven our success.
1. SYNOPSIS OF FINANCIAL PERFORMANCE AND KEY HIGHLIGHTS
The summarized comparison of Financial Performance of the Company for the FY 2024-2025 and the FY 2023-2024 is given below: (' in Lakhs except EPS)
|
Particulars
|
FY 2024-2025
|
FY 2023-2024
|
|
Revenue from Operations & Other Income (Total Income)
|
16,133.31
|
15,199.37
|
|
Less: Operating and Administrative Expenses
|
13,746.13
|
12,871.86
|
|
Profit Before Interest, Tax & Depreciation (EBITDA)
|
2,387.18
|
2,327.51
|
|
Less: Finance Cost
|
372.03
|
233.80
|
|
Less: Depreciation & Amortization Expenses
|
67.30
|
61.43
|
|
Profit before prior-period items, extraordinary items and tax
|
1,947.85
|
2,032.28
|
|
Less: Prior-Period Items
|
0.00
|
69.39
|
|
Profit before extraordinary items and tax
|
1,947.85
|
1,962.89
|
|
Less: Extraordinary items
|
3.08
|
0.00
|
|
Profit Before Tax (PBT)
|
1,944.77
|
1,962.89
|
|
Less: Total Tax Expenses
|
364.59
|
502.52
|
|
Net Profit/(Loss) After Tax
|
1,580.18
|
1,460.37
|
|
Weighted Average number of shares outstanding (at the F.V. of ' 10/- each)
|
85,41,787
|
72,08,226
|
|
Earning Per Equity Share - (Basic & Diluted) (?)
|
18.50
|
20.26
|
Key Highlights:
Total Income: The total income increased by 6.14 % to Rs. 16,133.31 Lakhs in comparison to Rs. 15,199.37 Lakhs in Previous FY 2023-2024.
EBITDA: The EBITDA increased by 2.56 % to Rs.2387.18 Lakhs in comparison to Rs. 2327.51 Lakhs in Previous FY 2023-2024.
PAT: The PAT of the Company increased by 8.20 % to Rs. 1580.18 Lakhs in comparison to Rs. 1460.37 Lakhs in Previous FY 2023-2024.
2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The Audited Financial Statements for the FY 2024-2025, forming part of this Annual Report, have been prepared in accordance with Accounting Standards notified under Section 133 of the Companies Act, 2013 (the "Act") and presen¬ tation requirements of the Schedule III of the Companies Act , 2013.
In accordance with the provisions of Section 136(1) of the Act, the Company has duly placed on its website "www. lakshyapowertech.com" the Annual Report of the Company comprising therein its Financial Statements for the FY 2024-2025.
3. SHARE CAPITAL AND CHANGES THEREON
During FY 2024-2025, following changes have taken place in the share capital structure of the Company:
|
Nature of shares
|
|
As on
March 31, 2024 (No. of shares)
|
Addition/reduction (No. of shares)
|
As on
March 31,2025 (No. of shares)
|
|
Authorised Share
|
Equity share (F.V. Rs. 10/-)
|
1,10,00,000
|
0
|
1,10,00,000
|
| |
Preference share (F.V. Rs. 10/-)
|
40,00,000
|
0
|
40,00,000
|
|
Issued, subscribed & paid- up shares
|
Equity share (F.V. Rs. 10/-)
|
73,11,120
|
27,72,800
|
1,00,83,920
|
| |
Preference share (F.V. Rs. 10/-)
|
10,00,000
|
10,00,000
|
20,00,000
|
4. LISTING INFORMATION
The equity shares of the Company have been listed on EMERGE platform of NSE as on October 23, 2024.
The annual listing fees for the FY 2025-2026 has been duly paid to the Stock Exchange.
Further the Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository Ser¬ vices (India) Limited (CDSL) for the FY 2024-2025 & FY 2025-2026 has also been paid.
5. TRANSFER TO RESERVES
The Company has not transferred any amount to Reserves for the financial year ended March 31, 2025. The profit & loss of the Company upto the March 31,2025 stood at Rs. 3046.17 lakhs.
6. DIVIDEND
The Board of the Company has decided not to declare any dividend for the FY 2024-25 owning to well thought strat¬ egy of the Board to retain the funds for the purpose of reinvesting in the growth and expansion which eventually will create more value to the Shareholders of the Company.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein¬ after referred to as "Listing Regulations"), the Company is not required to formulate a 'Dividend Distribution Policy' as the Company does not fall into the criteria of top 1000 listed entities based on market capitalization.
7. DEPOSITS
During the year under review, the Company has not accepted, renewed and repaid any deposits, and also there is no outstanding deposits as on March 31, 2025.
8. INFORMATION OF SUBSIDIARY / WHOLLY OWNED SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES
As on March 31, 2025, the Company has no investment in Subsidiary / Wholly Owned Subsidiary/ Joint Ventures / Associate Companies. The Company is also not a subsidiary of any Company.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
{Pursuant to Section 186 of the Act read with relevant rules thereunder}
The details of loans granted, guarantees or security given and investments made during the FY 2024-2025 as covered under the above provisions are provided in the notes to the Financial Statements which forms an integral part of this Annual Report.
10. CHANGES IN THE NATURE OF BUSINESS
The Company did not undergo any change in the nature of its business during the FY 2024-25.
11. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
{Pursuant to Section 135 of the Act read with relevant Rules thereunder }
The Management of the Company firmly believes that sustainable business success is intrinsically linked to the well-being of the society in which it operates. The Company acknowledges that it draws vital resources—both tangi¬ ble and intangible—from the community, including natural resources, human capital, and public infrastructure, and is afforded a multitude of opportunities to grow and thrive within this ecosystem.
In recognition of this, the Company holds a deep-seated conviction that it has an obligation to give back meaningfully to the society. This belief is not merely a matter of compliance with statutory requirements but is embedded in the Company's core values and strategic vision.
At Lakshya Powertech Limited, Corporate Social Responsibility is viewed not as an obligation, but as a fundamental duty—an ethical commitment to contribute positively to the social, economic, and environmental development of the communities we serve. CSR is integrated into the Company's broader business philosophy, aimed at generating inclusive growth and improving the quality of life for stakeholders beyond the workplace.
Through proactive stakeholder engagement, transparent execution, and long-term social investments, Lakshya Pow¬ ertech Limited remains committed to being a responsible corporate citizen that contributes meaningfully to the greater public good.
The Company believes in inclusive growth to facilitate creation of a value-based and empowered society primarily in and around its area of operations. The Company's CSR Policy is based on the philosophy of giving back to society as a responsible corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programs for the welfare & sustainable development of the community at large. The brief outline of the CSR Policy of the Com¬ pany and the activities undertaken by the Company on CSR during the FY 2024-2025 and relevant details are set out in "Annexure-A" which forms an integral part of this Board's Report.
The CSR Policy is available on the Company's website at: https://lakshyapowertech.com/lib/investors/725829.pdf.
The Company is not required to formulate the CSR Committee pursuant to Section 135 (9) of the Act as the Company does not have CSR spending exceeding Rs. 50 lakhs. Therefore, the Board monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with Schedule VII of the Act and undertaken accordingly by the Company.
12. ENVIRONMENT, HEALTH AND SAFETY (EHS)
EHS isn't just a commitment for Lakshya, it's an integral part of how we conduct business, ensuring the well-being of our employees and the sustainability of our planet.
We are committed to providing a safe and healthy working environment for all our employees and workers. Our ded¬ ication to EHS is evident at every stage of our business operations through a robust EHS Management System. This system serves as a structured framework to manage environmental impacts and occupational health and safety risks, while also identifying opportunities for improvement.
Our health and safety policy comprehensively addresses occupational hazards, emphasizing ongoing training initia¬ tives to ensure workplace safety. Additionally, we prioritize environmental stewardship by continually enhancing our processes and systems. By adopting more efficient practices, we strive to reduce our carbon footprint and safeguard natural resources.
The following, inter alia, forms part of Company's framework on EHS system:
• A robust and comprehensive Environment, Health and Safety (EHS) framework in place for safely managing Com¬ pany's business operations;
• Constant identification of EHS related risk and to undertake measures to reduce the same;
• Ensuring proper disposal of waste & pollutant to minimize impact on environment and risk to employees at workplace;
• Promote renewable energy, reduce carbon footprints, reuse and recycle materials, minimize waste and emis¬ sions, conserve energy and natural resources and assurance that operations and products of the Company do not have any negative impact on the environment;
• Encouraging innovation for prevention of pollution, injury and ill health;
• Establishment of systems and Standard Operating Procedures at workplaces to minimize the risk;
• Health and safety training to its employees/labor/contractors on periodic basis;
• Ensuring safe handling and storage of hazardous chemicals;
• Continually improving the Environmental, Health and Safety performance; and
• Complying with all applicable legal, statutory & regulatory norms in relation to EHS.
13. PREVENTION OF SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE
{Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and relevant provisions of the Act}
The Company is fully committed to fostering a workplace environment that is free from discrimination, bias, preju¬ dice, and all forms of harassment, including sexual harassment. The Company prioritizes creating a safe, respectful, inclusive, and healthy work environment where every employee is valued and treated with dignity, regardless of their gender, background, position, or personal beliefs.
The Company firmly upholds the principle that "Prevention is better than cure" and takes proactive measures to en¬ sure that its workplace culture reflects zero tolerance for inappropriate behaviour. In alignment with this vision, the Company has adopted a comprehensive policy on the "Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace', in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
As part of its commitment:
• An Internal Complaints Committee (ICC) has been duly constituted at the Company in compliance with the legal requirements, comprising trained members equipped to handle complaints sensitively and effectively.
• Awareness and sensitization programs are regularly conducted to educate employees about respectful work¬ place behaviour, rights, responsibilities, and the mechanisms available for grievance redressal.
• The Company encourages a culture of openness and trust, empowering employees to report any instance of harassment or misconduct without fear of retaliation.
By institutionalizing these safeguards and fostering a culture of accountability and mutual respect, company reaffirms its dedication to building a positive and empowering workplace for all.
The status of the complaints is given below for the FY 2024-25:
1. The number of sexual harassment complaints received during the year - 0
2. The number of such complaints disposed of during the year - 0
3. The number of cases pending for a period exceeding ninety days - 0
14. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
We hereby affirm that during the FY 2024-25, the Company has fully complied with the provisions of the Maternity Benefit Act, 1961. This commitment reflects our unwavering dedication to creating a supportive and inclusive work¬ place, where the health, dignity, and well-being of our women employees are respected and safeguarded. We rec¬ ognize the profound importance of motherhood and are proud to uphold policies that empower women to balance their professional and personal lives with care and confidence.
15. AUDITORS
(a) Statutory Auditors
{Pursuant to Section 139, 141 and 142 of the Act read with relevant Rules thereunder}
M/s. Goyal Goyal & Co., Chartered Accountants (Firm Registration No. 015069C) was appointed as the Statutory Auditor of the Company to hold office for a term of five (5) years from the conclusion of 12th AGM to 17th AGM (i.e. for the FY 2024-2025 to FY 2028-2029) and the approval of the Shareholder of the Company has been obtained in the 12th AGM held on July 29, 2024.
The Independent Auditor's Report on the Audited Financial Statements of the Company for the FY 2024-2025 has no audit qualifications, reservations, adverse remarks or disclaimer. Also, the said Auditors have not reported any matter under Section 143(12) of the Act.
(b) Secretarial Auditors
{Pursuant to the provisions of Section 204 of the Act read with relevant Rules thereunder}
M/s Himanshu S K Gupta & Associates, Company Secretaries, the Secretarial Auditors of the Company has con¬ ducted the audit of secretarial records for the FY 2024-2025.
Secretarial Audit Report
The Secretarial Audit Report is annexed with the Board's Report as "Annexure-B" and has no qualifications, res¬ ervations, adverse remarks or disclaimer therein for the FY 2024-2025.
Pursuant to Regulation 24A(1)(b)(ii) of the Listing Regulations, the Board appoints and recommends to the Shareholders the appointment of M/s HM & Associates, a peer reviewed Company Secretaries Firm, who shall hold the office for the period of 1 (One) term of five consecutive financial years. M/s HM & Associates will conduct the Secretarial Audit for the FY 2025-26 to 2029-30.
The Company has received consent from HM & Associates for conducting the secretarial audit for the said period along with the confirmation that they are eligible to be appointed as the Secretarial Auditor of the Company.
(c) Cost Auditors
{Pursuant to Section 148 of the Act read with relevant Rules thereunder}
In compliance with the above provisions, the Company ensures the preparation and maintenance of cost records of the Company on annual basis. M/s J.B.Bhatt & Co, Cost Accountants (FRN: 003871), has conducted the audit of Cost Records for the FY 2024-2025 with no audit qualifications, reservations, adverse remarks or disclaimer in their Cost Audit Report.
Further, the Board has re-appointed M/s J.B.Bhatt &Co, Cost Accountants (FRN: 003871), as Cost Auditors to con¬ duct the audit of cost records of the Company for the FY 2025-2026; the consent along with a certificate con¬ firming their independence and arm's length relationship has been duly received by the Company from the said Auditors.
The Ordinary Resolution seeking approval from the Members for ratification of remuneration to be paid to the said Cost Auditors for the FY 2025-26, forms a part of the Notice of this Annual General Meeting.
(d) Internal Auditors
(Pursuant to Section 138 of the Act read with relevant Rules thereunder}
M/s Gamara & Associates, Chartered Accountants (FRN: 133830W) have conducted the Internal Audit for the FY 2024-2025. Further, the Internal Auditor's Report contains no audit qualifications, reservation, adverse remark or disclaimer.
16. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS
{Pursuant to provisions of Section 134(5) of the Act read with relevant Rules thereunder}
The Company has in place adequate internal control system (including internal financial control system) commensu¬ rate with the size of its operations to ensure the systematic and efficient conduct of its business, including adherence
to Company's policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial informa¬ tion.
The system, policies and procedures in the Company are designed in such a way that all the financial transactions are first made subject to in-house internal audit to ensure that all the transactions originate from the authorized sources, the proper approvals are in place to carry out the transactions and the funds are utilized for the purpose of business of the Company only. The Company has dedicated internal audit department comprising efficient, experienced, skilled and well equipped personnels to carry out the function of internal audit and to ensure that the Company remains compliant with the designed policies and procedures.
The Company has established robust financial reporting channel which seeks to ensure that the highest person in the reporting hierarchy is aware about all the transactions at macro level while avoiding the need to engage in day-to¬ day transactions at micro level. Necessary approvals for capital extensive expenditure flows from the higher authority while day-to-day expenses are purview of intermittent personnels in the hierarchy. While Chief Financial Officer does not engage into day-to-day business operations, all the micro level transactions are reported in summary form.
The Audit Committee and M/s. Gamara & Associates, Chartered Accountants, the Internal Auditor of the Company periodically review that the systems and procedures are in place with the growing size and complexity of your Com¬ pany's business operations and suggest the improvements in processes and systems and also evaluates the efficacy and adequacy of internal control systems of the Company pertaining to financial reporting, its compliances with operating systems, accounting procedures and policies within the Company.
During the Financial Year under review, the Company operates through ERP system and has implemented adequate internal financial controls for achieving efficiency in operations, optimum utilization of the Company's resources, ef¬ fective monitoring systems and compliance with laws and regulations. Further, through use of appropriate risk man¬ agement tools and adherence to global benchmarks of quality, hygiene and safety, we continuously strive to achieve excellence in our operations.
During the FY 2024-2025, no material or serious observation has been received from either the Statutory Auditors or the Internal Auditors of the Company, citing inefficiency or inadequacy of such controls.
17. REPORTING OF FRAUDS BY THE STATUTORY AUDITORS
{Pursuant to Section 143(12) of the Act read with relevant Rules thereunder}
There was no instance of fraud during the FY 2024-2025, which required the Statutory Auditors to report to the Audit Committee and / or Board. Therefore, there exists no details to be disclosed in this Board's Report pursuant to Section 134(3) of the Act.
18. CORPORATE GOVERNANCE REPORT
Pursuant to exemption granted to the SME listed Companies under Regulation 15(2)(b) of the Listing Regulations, the requirement of submission of Corporate Governance Report as a part of the Annual Report is not applicable to the company. Accordingly, the said report is not annexed with the Board's Report.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
{Pursuant to Section 134(3)(m) of the Act read with relevant Rules thereunder}
The information on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-C" which forms an integral part of this Board's Report.
20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICU¬ LARS OF EMPLOYEES
{Pursuant to Section 197(12) of the Act read with relevant Rules thereunder}
The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other informa¬ tion required, are annexed as "Annexure-D" which forms an integral part of this Board's Report.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
{Pursuant to Regulation 34 of the Listing Regulations}
A comprehensive Management Discussion and Analysis Report for the FY 2024-2025 inclusive of several significant aspects of your Company's performance and the industry landscape which includes Company's business operations and performance review, global & Indian industry trends, key financial ratios and other required details is annexed as "Annexure-E" which forms an integral part of this Board's Report.
22. RELATED PARTY TRANSACTIONS
{Pursuant to Section 134(3)(h) and 188 of the Act and Regulation 23 of the Listing Regulations}
Your Company is committed to adhere the highest standards of corporate governance, transparency and account¬ ability. In compliance with the corporate governance standards, Related Party Transaction Policy and Section 177 & 188 of the Act, all the transactions entered with the related parties during the financial year are in the ordinary course of business and at arm's length basis.
During the FY 2024-2025, the Company was not required to comply with the Regulation 23 of the Listing Regulations (Related Party Transactions) but with effect from April 01, 2025, the said provisions have been made applicable to the Company vide SEBI Circular No. SEBI/LAD-NRO/GN/2025/239 dated March 27, 2025.
A statement showing particulars of contracts and arrangements with related parties in the prescribed Form-AOC-2 is annexed as "Annexure-F" which forms an integral part of this Board's Report.
The Board of Directors has approved a policy on Related Party Transactions and is available on the website of the Company at: https://lakshyapowertech.com/lib/investors/702882.pdf
23. MATERIAL CHANGES
There were no material changes and commitments during the financial year affecting the financial position of the company.
24. DIRECTORS' RESPONSIBILITY STATEMENT
{Pursuant to Section 134(3)(c) and Section 134(5) of the Act read with relevant Rules thereunder}
For the Directors' Responsibility Statement in relation to financial statements of the Company for the year ended on March 31,2025, the Board of Directors states that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 and loss of the Company for the financial year ended on March 31,2025;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in ac¬ cordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts / financial statements have been prepared on a 'going concern' basis;
e. proper internal financial controls are in place and are adequate and operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
25. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, COMMITTEES AND INDIVIDUAL DIRECTORS:
{Pursuant to the provision of the Act read with the Schedule IV and Listing Regulations read with the Guidance Note on Board Evaluation as issued by the SEBI in January 2017}
Performance evaluation serves as a vital tool for enhancing the overall effectiveness of the Board. The Board of Direc¬ tors has established and approved a structured mechanism for conducting the Annual Performance Evaluation of the Board as a whole, its individual Directors, and the Chairperson.
Periodic evaluations help ensure that Board Members remain aligned with their roles and responsibilities while pro¬ moting the adoption of sound corporate governance practices. The primary objectives of the evaluation process include assessing the composition and functioning of the Board and its Committees, strengthening effectiveness, leveraging collective strengths, addressing areas of improvement, and fostering robust corporate relationships.
Likewise, the performance evaluation of individual Directors aims to determine their level of engagement, participa¬ tion in Board and Committee meetings, and contribution towards the achievement of the Company's strategic goals. Recognizing the importance of this process, the Board remains committed to maintaining an effective and transpar¬ ent evaluation framework.
During the FY 2024-2025, the Board & Committee evaluation was conducted, complying with all the applicable cri¬ teria of evaluation as envisaged in the "SEBI Guidance Note on Board Evaluation" through a structured questionnaire designed with the parameters and feedback based on ratings.
On March 27, 2025, a separate meeting of the Independent Directors of the Company was held to evaluate the per¬ formance of the Chairperson of the Company and review the performance of the Non-Independent Directors and the Board as a whole.
Performance Evaluation of the Independent Directors was carried out by the Board of Director in accordance with the Schedule IV of the Act.
26. KEY MANAGERIAL PERSONNEL
{Pursuant to provisions of Section 203 of the Act read with relevant Rules thereunder}
The Company comprises of dynamic, well qualified, experienced, specialized and versatile professionals in the Man¬ agement of the Company who are designated as 'Key Managerial Personnel (KMP)' in compliance with applicable provisions. The details of the Key Managerial Personnel of the Company as on March 31, 2025 and those who have been appointed and resigned during the financial year are as under:
|
Sr. No.
|
Names of Key Managerial Personnel
|
Designation
|
|
1
|
Mr. Rajesh Anne
|
Managing Director
|
|
2
|
Mr. Amit Agrawal
|
Chief Financial Officer
|
|
3
|
Mr. Akash Patel
(Appointed w.e.f. January 17, 2025)
|
Company Secretary & Compliance Officer
|
|
4
|
Mr. Utsav Trivedi
(appointed w.e.f. June 14, 2024)
(Resigned w.e.f. November 12, 2024)
|
Company Secretary & Compliance Officer
|
|
5
|
Ms. Sonal Jhanwar (Resigned w.e.f. June 13, 2024)
|
Company Secretary & Compliance Officer
|
27. BOARD OF DIRECTORS
The Board of Directors of the Company is fully committed to provide the strategic direction towards long-term suc¬ cess of the Company. They ensure long term sustainability, create value, delegate responsibilities, manage risks and ensure high- quality governance to keep the Company on the path of sustainable growth and development.
• The details of size and composition of the Board is provided below:
|
Sr. No.
|
Names of Directors
|
Designation
|
|
1
|
Mr. Rajesh Gopala Anne (DIN: 05294345)
|
Chairman & Managing Director
|
|
2
|
Mrs. Priya Bandhavi Anne (DIN: 05294344)
|
Whole-time Director
|
|
3
|
Mr. Amit Kumar Agrawal (DIN: 10338766)
|
Whole-time Director
|
|
4
|
Mr. Lakshminarayana Eleswarapu (DIN: 07519053)
|
Whole-time Director
|
|
5
|
Mr. Raghurama Raju Alluri (DIN: 10331840)
|
Non-executive Non-independent Director
|
|
6
|
Mr. Chintan Rajeshbhai Shah (DIN: 10554087)
|
Non-executive Independent Director
|
|
7
|
Mr. Kunal Kumar Ghosh (DIN: 08190364)
|
Non-executive Independent Director
|
|
8
|
Mr. Shailesh C Desai (DIN: 00169595)
|
Non-executive Independent Director
|
• All the Directors of the Company have confirmed that they are not disqualified from being appointed or to con¬ tinue as Directors of the Company in terms of Section 164 of the Act.
• The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.
• Mr. Amit Kumar Agrawal & Mr. Lakshminarayana Eleswarapu, Whole-time Directors, are the Directors who are liable to retire by rotation under Section 152 of the Act, and being eligible, they are offering themselves for re-ap¬ pointment. Their re-appointment is proposed in this ensuing AGM to be held on September 29, 2025.
28. BOARD MEETINGS
There were total 13 (thirteen) Board Meetings held during the FY 2024-2025 for consideration and approval of the various agenda items which were circulated well in advance to the Board of Directors. The details of the meetings viz. dates, number of meetings held, attendance details etc. are mentioned below:
|
Sr.
No.
|
Date
|
No. of Directors entitled to attend meeting
|
No. of Directors attended meeting
|
|
1
|
04.04.2024
|
8
|
8
|
|
2
|
14.06.2024
|
8
|
6
|
|
3
|
18.06.2024
|
8
|
8
|
|
4
|
19.06.2024
|
8
|
8
|
|
5
|
22.06.2024
|
8
|
7
|
|
6
|
30.09.2024
|
8
|
5
|
|
7
|
05.10.2024
|
8
|
8
|
|
8
|
08.10.2024
|
8
|
7
|
|
9
|
15.10.2024
|
8
|
6
|
|
10
|
21.10.2024
|
8
|
6
|
|
11
|
12.11.2024
|
8
|
8
|
|
12
|
17.01.2025
|
8
|
6
|
|
13
|
27.03.2025
|
8
|
5
|
29. COMMITTEES OF THE BOARD OF DIRECTORS
The Committees of the Board of Directors are entrusted with oversight of specific and diverse functional areas, en¬ abling informed decision-making within the scope of delegated authority. These Committees also make focused rec¬ ommendations to the Board on matters falling under their respective domains. All decisions and recommendations made by the Committees are submitted to the Board for its information or approval, as appropriate.
COMPOSITION OF THE COMMITTEES:
|
AUDIT COMMITTEE
|
|
Sr. No.
|
Name of the Director
|
Nature of Membership
|
Nature of Directorship
|
|
1
|
Shailesh C Desai
|
Chairman
|
Independent Director
|
|
2
|
Chintan Rajeshbhai Shah
|
Member
|
Independent Director
|
|
3
|
Amit Kumar Agrawal
|
Member
|
Whole-Time Director & CFO
|
|
Sr. No.
|
Name of the Director
|
Nature of Membership
|
Nature of Directorship
|
|
1
|
Chintan Rajeshbhai Shah
|
Chairman
|
Independent Director
|
|
2
|
Shailesh C Desai
|
Member
|
Independent Director
|
|
3
|
Raghurama Raju Alluri
|
Member
|
Non-Executive Director
|
|
Sr. No.
|
Name of the Director
|
Nature of Membership
|
Nature of Directorship
|
|
1
|
Chintan Rajeshbhai Shah
|
Chairman
|
Independent Director
|
|
2
|
Kunal Kumar Ghosh
|
Member
|
Independent Director
|
|
3
|
Rajesh Gopala Anne
|
Member
|
Managing Director
|
| |
|
Sr. No.
|
Name of the Director
|
Nature of Membership
|
Nature of Directorship
|
|
1
|
Rajesh Gopala Anne
|
Chairman
|
Managing Director
|
|
2
|
Amit Kumar Agrawal
|
Member
|
Whole-time Director
|
|
3
|
Lakshminarayan Eleswarapu
|
Member
|
Whole-time Director
|
|
Sr. No.
|
Name of the Committee
|
Date of the Committee Meeting
|
No. of Members entitled to attend meeting
|
No. of Members attended meeting
|
|
1.
|
Audit Committee
|
18.06.2024
|
3
|
3
|
|
2.
|
Audit Committee
|
19.06.2024
|
3
|
3
|
|
3.
|
Audit Committee
|
05.10.2024
|
3
|
3
|
|
4.
|
Audit Committee
|
12.11.2024
|
3
|
3
|
|
5.
|
Audit Committee
|
27.03.2025
|
3
|
3
|
|
6.
|
Nomination & Remuneration Committee
|
17.01.2025
|
3
|
2
|
|
7.
|
Stakeholders Relationship Committee
|
27.03.2025
|
3
|
3
|
|
8.
|
Operational Committee
|
21.01.2025
|
3
|
3
|
|
9.
|
Operational Committee
|
11.02.2025
|
3
|
3
|
|
10.
|
Operational Committee
|
03.03.2025
|
3
|
3
|
30. POLICIES OF THE COMPANY
All the policies of the Company are available at website of the Company at - https://lakshya powertech.com/investors. php?sectionid=16
Salient features of the Nomination & Remuneration Policy:
The policy on Appointment & Remuneration of Directors deals with the following matters:
a. Appointment and removal of Directors, Key Managerial Personnel and employees in Senior Management;
b. Remuneration payable to the Directors, Key Managerial Personnel and employees in Senior Management;
c. Board Diversity;
d. Succession plan for Directors, Key Managerial Personnel and employees in Senior Management; and
e. Evaluation of individual Directors, Chairperson of the Board, the Board as a whole and the Committees of the Board
The Nomination & Remuneration Committee has been entrusted with the following responsibilities to fulfil the above objectives:
i. To formulate a criteria for determining qualifications, the positive attributes and independence of a Director;
ii. To recommend to the Board a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees;
iii. To recommend to the Board the appointment and removal of Key Managerial Personnel and Senior Management;
iv. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board for their appointment and removal;
v. To recommend to extend or continue the term of appointment of the independent directors, on the basis of the report on performance evaluation of independent directors;
vi. To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;
vii. To ensure that the level and composition of remuneration is reasonable and sufficient, relationship of remunera¬ tion to performance is clear and meets appropriate performance benchmarks;
viii. To devise a policy on Board diversity;
ix. To develop a succession plan for the Board and to regularly review the plan.
Detailed policy on Appointment & Remuneration of Directors & KMPs is available on website of the Company at https://lakshyapowertech.com/investors.php?sectionid=16
Salient features of the CSR Policy are described in the Annexure - A pertaining to reporting on Corporate Social Re¬ sponsibilities (CSR) Activities.
31. RISK MANAGEMENT
The Company recognises that risks are inherent to its business operations and accordingly adopts a proactive ap¬ proach to risk management. In addition to credit risk, liquidity risk, and market risk, the Company is exposed to var¬ ious operational and strategic risks specific to its business. These risks are systematically identified, assessed, and monitored with the objective of mitigating their potential adverse impact.
To address these risks, the Company has implemented a robust risk management framework that ensures appropri¬ ate controls are embedded within key business processes. Mitigation measures undertaken by the Company include stringent credit controls, use of foreign exchange forward contracts to hedge currency exposure, and comprehensive insurance coverage to safeguard its assets. These initiatives help protect the Company's financial performance and support sustainable business growth.
The Company has developed & implemented Risk Management Policy which is capable of identifying the risk ele¬ ments associated with the Company which may threaten the existence of the Company.
32. ANNUAL RETURN
{Pursuant to Section 92 and Section 134(3)(a) of the Act read with relevant Rules thereunder}
The Annual Return of the Company in Form MGT-7 reflecting the financial and non-financial summary of the Compa¬ ny for the FY 2024-2025, is available on the Company's website at https://lakshyapowertech.com/investors.php?sec- tionid=3
33. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
There are no shares in the demat suspense account or unclaimed suspense account.
34. ADHERENCE TO STATUTORY COMPLIANCES
During the FY 2024-2025, the Company had complied with all the applicable statutory compliances of the Act, the SEBI (LODR) Regulations, 2015, Secretarial Standards issued by ICSI and other laws, provisions and Acts as may be applicable to the Company from time to time.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future, during the FY 2024-2025.
As on August 22, 2025, the Company has received order from National Company Law Tribunal (NCLT), Ahmedabad re¬ jecting the frivolous application filed by Arka Projects based on grounds that there was pre-existing dispute between the Parties with important mention that the IBC is mechanism for insolvency resolution and not for recovery of disputed dues. Accordingly, the Company received the order in its favour.
36. PREVENTION OF INSIDER TRADING
The Company has in place the Code of Conduct for Prohibition of Insider Trading ("the Code") and Code on Fair Disclosures. The policy and procedures are framed to regulate, monitor and report trading by the Designated Persons
along with their Immediate Relative(s) and for other aspects under the SEBI (Prohibition of Insider Trading) Regulations, 2015, such as inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI is forming part of the Code, which is available on our website at https://lakshyapowertech.com/lib/investors/255939.pdf .
37. WEBSITE:
The Company has in place the operational website where all the policies, returns, reports and all other documents have been updated in accordance with the Listing Regulations and the Act.
38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE
There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.
39. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During FY 2024-2025, your Company has neither made any application nor were any proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended on March 31, 2025.
As on August 22, 2025, the Company has received order from National Company Law Tribunal (NCLT), Ahmedabad re¬ jecting the frivolous application filed by Arka Projects based on grounds that there was pre-existing dispute between the Parties with important mention that the IBC is mechanism for insolvency resolution and not for recovery of disputed dues. Accordingly, the Company received the order in its favour.
40. DETAILS OF SETTLEMENT DONE WITH BANKS OR FINANCIAL INSTITUTIONS
During the FY 2024-2025, there is no such settlement done with any Banks and Financial Institutions.
41. VIGIL MECHANISM:
Pursuant to Section 177 of the Companies Act, 2013 read with the Rules made thereunder, the Audit Committee of the Company oversees a Vigil Mechanism.
The Company has adopted Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct, if any. Further, the mechanism adopted by the Company en¬ courages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate cases. The Whistle Blower Policy is hosted on the website of the Company under investor section.
42. ACKNOWLEDGEMENT & APPRECIATION
The Board of Directors extends its sincere appreciation to the Banks, Financial Institutions, Central and State Govern¬ ments, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, Stock Exchange, the Registrar and Share Transfer Agent, as well as all Statutory and Regulatory Authorities for their invaluable support, guidance, and continued collaboration in the Company's journey of growth and success.
The Board also places on record its deep gratitude to the Management Team, Directors, esteemed customers, busi¬ ness associates, consultants, vendors, service providers, shareholders, investors, and all other stakeholders for their unwavering trust, steadfast commitment, and continued support.
Further, the Board expresses its heartfelt thanks to all employees for their dedication, hard work, and alignment with the Company's vision. Their relentless efforts and enthusiasm are instrumental to the Company's accomplishments and ongoing progress.
The Directors warmly acknowledge every member of the Lakshya family for their outstanding contributions to the Company's performance. Their consistent excellence, passion, and dedication have played a pivotal role in shaping the Company's present and laying the foundation for its future. We applaud their spirit and tireless pursuit of excel¬ lence, which have enabled the Company to achieve new milestones and aspire for greater heights.
For and on behalf of Board of Directors of Lakshya Powertech Limited
Sd/-
Rajesh Anne
Date: August 30, 2025 Chairman & Managing Director
Place: Ahmedabad DIN: 05294345
|