The Board of Directors of the Company (“Board”) hereby submits the board report for the Financial
Year ended on March 31, 2025 (“Board Report”) on the business, operations and performance of
M Lakhamsi Industries Limited (“the Company”) along with audited financial statements of the
Company.

1. FINANCIAL PERFORMANANCE

1. (A) STATE OF COMPANY AFFAIRS/OVERVIEW:

> State of Company Affairs: -

The company is engaged in the business of buying, selling, import, export, market, develop,
distribute, trade or otherwise engage or deal in all types of oilseeds, pulses, spices, Oilseeds,
Pulses, Spices, Oils, edible and nonedible Oils, grains, vegetables, herbs, pickles and other items
derived from agricultural, farming or relevant activities.

> Review of Operations: -

Ý The Standalone revenue from operations increased during current financial year 2024¬
2025. The revenue generated from operations amounted to INR 10,815.88 Lakhs in F.Y.

2024-25 as compared to F.Y. 2023-2024 in which revenue generated amounted to INR
10,477.71 Lakhs.

Ý Profit before taxation increased from INR 95.64 Lakhs in F.Y. 2023-24 to 99.02 Lakhs in F.Y.
2024-2025.

Ý The management of the Company is putting their best efforts to improve the performance
of the Company.

2. TRANSFER TO RESERVES

The Board of Directors has decided to transfer the entire amount of profit for the financial year
2024-25 to reserves.

3. DIVIDEND

During the period under review, the Board of Directors does not recommend any dividend.

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

This requirement is not applicable to the Company, as it does not fall within the top 1000
listed entities based on market capitalization as on March 31, 2025

4. STATEMENT OF DEVIATION OR VARIATION

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

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

5. BUY- BACK OF SHARES

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

6. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

During the financial year under review, there were no shares lying in the Demat Suspense
Account or the Unclaimed Suspense Account.

7. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company does not have any Employee Stock Option Scheme (ESOP) in place during the
financial year under review.

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

As on 31st March, 2025, the Company has 01 (One) direct subsidiaries and does not have any
associate companies or joint venture entities. (Annexure I)

On April 01, 2025 Company acquired 100% shares of Prince Industries Private Limited which
specializes in the marketing and distribution of PVC pipes and fittings under the 'Prince Global'
brand, utilizing contract manufacturing for product production which will help the company to
boost its manufacturing process.

9. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

10. CAPITAL STRUCTURE

i. Authorised Share Capital

The authorised share capital of the Company as on Financial Year ended on March 31, 2025 is
INR 7,00,00,000 (Indian Rupees Seven Crore only) divided into INR 70,00,0000 (Indian
Rupees Seventy Lakh) equity shares having face value of INR 10/- (Indian rupees Ten) each
(“Equity Shares”).

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

11. Issued, subscribed and paid-up share capital

The issued, subscribed and paid-up share capital of the Company as on financial year ended
on March 31, 2025 is INR 5,96,56,870/- (Indian rupees five crore ninety-six lakh fifty-six
thousand eight hundred and seventy only), divided into 59,65,687 (Fifty-Nine Lakh sixty-five
thousand six hundred eighty-seven) Equity Shares of INR 10/- (Indian rupees Ten) each.

iii. Equity shares with differential rights and sweat equity shares

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

iv. Listing on stock exchanges

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

11. DETAILS OF ^MATERIALISATION OF EQUITY SHARES

As on 31^st March 2025 57,09,487 (Fifty-Seven Lakh Nine Thousand Four Hundred Eighty-
Seven shares were held in dematerialized form) and 2,56,200 (Two Lakh Fifty-Six Thousand
Two Hundred) shares were held in physical form.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: -

During the year under review, the Company has entered into related party transactions falling
under sub section (1) of Section 188 of the Companies Act, 2013. Form for disclosure of particulars
of contracts/arrangements as required under clause (h) of sub-section (3) of section 134 of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is provided in the Board Report in
the form AOC- 2 as “ANNEXURE -II”

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

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

14. CORPORATE GOVERNANCE

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

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

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

There have been no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the financial year ended 31st March, 2025 and
the date of signing of this Report.

16. RISK MANAGEMENT POLICY

Pursuant to Regulation 21(5) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company does not fall under the list of top 1000 listed entities based on
market capitalization and is therefore not mandatorily required to frame a Risk Management
Policy.

However, the Company has a well-defined risk management framework in place. It has
established procedures to periodically present to the Audit Committee and the Board the risk
assessment and minimization processes being followed, along with the measures taken to

mitigate identified risks.

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

The Company has formulated a comprehensive Whistle Blower Policy in compliance with the
provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is
designed to enable stakeholders, including directors and individual employees, to freely
communicate their concerns regarding illegal or unethical practices and to report genuine
concerns to the Audit Committee of the Company.

However, pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR)
Regulations, 2015, the Company is exempted from mandatory compliance with the corporate
governance provisions specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2),
and Paras C, D, and E of Schedule V. Accordingly, the Company is not required to upload the
Whistle Blower Policy on its website or provide a web link to the policy in the Directors'
Report."

18. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 201 3

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, no complaints of sexual harassment were received.

19. ANNUAL RETURN

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

20. CREDIT RATING

During the year under review, the requirement for obtaining a credit rating for the Company's
securities was not applicable. Accordingly, no credit rating was undertaken during the financial
year.

21. Public Deposits

The Company has not accepted any deposits falling within the meaning of Sections 73 and 74
of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014,
during the financial year under review. Accordingly, no amount of principal or interest on
public deposits was outstanding as on 31st March, 2025.

22. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the
Company.

23. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

24. DIRECTORS

During the year under review, the Board of the Company was duly constituted. None of the
Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

25. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(i) Board of Directors

As on date of this report, the composition of the Board and Key Managerial Personnel is as below:

During the Financial Year under review Mr. Nilesh Damjibhai Vira (DIN: 00429203), liable to retire
by rotation was re-appointed by the shareholders in the 40^th Annual General Meeting (“AGM”) held
on September 28, 2024.

In accordance with the provisions of Section 152 of the Act and articles of association of the
Company, Mallika Sanjiv Sawla (DIN: 01943285) is liable to retire by rotation at the ensuing AGM
and being eligible, offers herself for re-appointment. The Board recommends the re-appointment
of Mallika Sanjiv Sawla (DIN: 01943285) for shareholders' approval at the ensuing 41st AGM.

Key Managerial Personnel

*Ms. Pooja having Membership No. A54271 is Whole Time Company Secretary and Compliance
Officer of the Company with effect from 18^th May, 2021.

*Ms. Pooja has resigned from the position of Company Secretary and Compliance Officer of the Company, with effect
from the close of business hours on August 25,2025.

Ms. Mallika Sanjiv Sawla is CFO of the Company with effect from 27th July, 2021.

Declaration from Independent Directors

As on financial year ended on March 31, 2025, independent directors have confirmed that:

• they meet the criteria of independence laid down under the Act and SEBI Listing
Regulations;

• they have complied with the code for independent directors prescribed under Schedule IV
to the Act;

• they have registered themselves with the independent director's databank maintained by
the Indian Institute of Corporate Affairs;

• they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence;

• they have not been associated with any material supplier, service provider, or customer of
the Company;

• they have not been partner, proprietor, or employee of the Company's statutory audit firm
during the preceding financial year;

• they have not been affiliated with any legal or consulting firm that has or had business
transactions with the Company, its subsidiaries, or associate companies, amounting to 10%
or more of the gross turnover of such firm; and

• apart from receiving director's remuneration (including sitting fees), there have not been
any material pecuniary relationship or transactions with the Company, its subsidiaries or
associate companies, or their directors, during the three immediately preceding financial
years or during the current financial year exceeding the limits specified under the Act and
SEBI Listing Regulations.

Further, the Company confirms that neither the independent director nor their relative as defined
under the Act, were employed, in an executive capacity by the Company, its subsidiaries, or
associate companies during the preceding financial year.

Accordingly, based on the declarations received from all independent directors, the Board has
confirmed that, in their opinion, independent directors of the Company are persons of integrity,
possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI
Listing Regulations and are independent of the management.

Company's policy on directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters

The Nomination and Remuneration Policy (“NRC Policy”) has been developed in accordance with
Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. It establishes a structured
framework for the nomination, evaluation, and remuneration of the Company's directors and
senior management personnel of the Company. The core objective of the NRC Policy is to attract,
retain, and reward most qualified and skilled talent capable of driving long-term growth and
success of the Company. During the financial year under review, there were no changes made to
the NRC Policy. The NRC Policy can be accessed at Company's website https://rn.lakhamsi.com/

26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The dates on which the said meetings were held:

1. May 30, 2024

2. August 14, 2024

3. August 21, 2024

4. September 06, 2024

5. November 13, 2024

6. February 13, 2025

7. March 17, 2025

8. March 31, 2025

The intervening gap between the Meetings was within the period prescribed under the SEBI
(LODR) Regulations, 2015 and Companies Act, 2013.

27. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies
Act, 2013 on Thursday, 13^th February, 2025 at the registered office of the Company at 505
Churchgate Chambers, 5 New Marine Lines, Mumbai City, Maharashtra - 400020 to evaluate their
performance.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: -

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

auditors.

29. DECLARATION BY AN INDEPENDENT DIRECTORS AND RE- APPOINTMENT. IF ANY: -

The Company has duly complied with the definition of ‘Independence' in according to the
provisions of Section 149(6) of the Companies Act, 2013 read with Schedule IV- Code of
Independent Directors to the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as
amended). All the Independent Director/s, have submitted a declaration that he/she meets
the criteria of independence and submit the declaration regarding the status of holding other
directorships and memberships as provided under law. The Independent Directors have also
confirmed that they have complied with the Company's code of conduct for Board and Senior
Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015. The Independent Directors affirmed that none of them were aware of any
circumstance or situation which could impair their ability to discharge their duties in an
independent manner

Opinion of the Board with regard to integrity, expertise and experience of the
independent directors appointed during the year.

The Directors are satisfied with the performance of all the independent directors appointed
during the year and are of the opinion that all the independent directors are persons of
integrity and possess relevant experience and expertise.

30. BOARD EVALUATION: -

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

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

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

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

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

31. COMMITTEES OF THE BOARD AND OTHER COMMITTEES: -

Currently, the Board has following committees: -
♦♦♦ Audit Committee;

♦♦♦ Nomination & Remuneration Committee;

Audit Committees:

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

During the Year under review 05 (Five) meetings of the Audit Committee were convened and held.
The dates on which the said meetings were held:

1. 30^th May, 2024

2. 14^th August, 2024

3. 13^th November, 2024

4. 13^th February, 2025

5. 31st March, 2025

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

Nomination & Remuneration Committee:

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

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

During the Financial Year under review 01 (One) meetings of the Nomination and Remuneration
Committee were convened and held. The dates on which the said meetings were held:

1. 15^th March, 2024

32. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS :-

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

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

33. COMPLIANCE WITH MATERNITY BENEFIT ACT. 1961

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

34. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redressal system.
The salient features of this system are the centralized database of all complaints, online upload of

Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of
actions taken on the complaint and its status. The Company has been registered on SCORES and
makes every effort to resolve all investor complaints received through SCORES or otherwise within
the statutory time limit from the receipt of the complaint. The Company has received complaints
on the SCORES during the financial year 2024-2025 which were successfully resolved by the
Company.

35. DOWNSTREAM INVESTMENT

During the financial year under review, the Company has not made any downstream investment
as defined under the Foreign Exchange Management Rules, 2019 (FEMA) Accordingly, the
provisions relating to downstream investment and associated compliance requirements are not
applicable to the Company for the reporting period.

36. RISK MANAGEMENT: -

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed and
implement the Risk Management Policy for the Company including identification therein of
elements of risk, if any, which is in the opinion of the Board may threaten the existence of the
Company. These are discussed at the meeting of the Audit Committee and the Board of Directors
of the Company.

At present the Company has not identified any element of risk which may threaten the existence
of the Company.

37. UNSECURED LOAN FROM DIRECTORS

During the financial Year 2024-2025, no unsecured loan were received from the directors of the
Company.

38. REPORTING OF FRAUD: -

During the Financial Year 2024-2025, the Auditors have not reported any matter under Section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section
134(3) of the Companies Act, 2013.

39. WHISTLE BLOWER POLICY/Mechanism

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated
Whistle Blower Policy for vigil mechanism of Directors and employees to report to the
management about the unethical behavior, fraud or violation of Company's code of conduct. The
mechanism provides for adequate safeguards against victimization of employees and Directors
who use such mechanism and makes provision for direct access to the chairman of the Audit
Committee in exceptional cases. The policy of vigil mechanism is available on the Company's
website at www.m.lakhamsi.com.

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

or tribunals impacting the going concern status and company's operations in future.

41. DIRECTORS’ RESPONSIBILITY STATEMENT: -

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

a. In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b. The directors had 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 at the end of the financial year and of the profit and loss of the
company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively and

e. 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

42. AUDITORS & AUDITORS' REPORT: -
O Statutory auditors

M/s TDK & Co. Chartered Accountants, Mumbai (FRN: 109804W) have been appointed as
Statutory auditor for a term of five years from the conclusion of 39^th AGM till conclusion of 44^th
AGM.

O Cost auditor

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

O Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Amit
Saxena and Associates are appointed as the Secretarial Auditor for the year 2024-2025. The
Report of the Secretarial Audit is annexed herewith as ‘ANNEXURE -III' The said Secretarial
Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

CQ Internal Auditor

Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, and other applicable provisions of the act, the Board of
Directors appointed M/s Rajen T. Gala & Co., Chartered Accountants (FRN: 121577W) as an
Internal Auditor of the Company for the financial year 2024-2025 in Board Meeting held on 31^st
March, 2025.

43. SECRETARIAL STANDARDS: -

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

44. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS: -

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

45. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

46. HUMAN RESOURES

The Company’s employees continue to be among one of its most valued stakeholders. We
remain committed to attracting, developing, and retaining top talent. Our efforts are focused
on fostering a collaborative, transparent, and participative organizational culture, while
recognizing and rewarding merit and consistent high performance. We believe that
empowering our people is critical to driving long-term success and organizational resilience.

The details with respect to the remuneration of directors and employees as required under
Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as "ANNEXURE -V”

47. CODE OF CONDUCT: -

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

Personnel affirm compliance with the Code of Conduct annually.

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

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

A. Conservation of energy:

Though energy does not form a significant portion of the cost of the company yet wherever
possible and feasible, continuous efforts are being put for conservation of energy and minimize
power cost.

B. Technology absorption:

The company does not have a separate in house research and development center and is relying
on the outside agencies for technology absorption, adoption and innovation.

C. Foreign exchange earnings and Outgo:

During the year, the Company made foreign currency payments amounting to
INR. 11,89,01,641 and INR. 24,45,94,181 These payments were made in the ordinary course of
business.

49. PREVENTION OF INSIDER TRADING

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

50. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the top 1000 listed companies (by market capitalization as on March 31 of the
preceding financial year) are required to mandatorily include a Business Responsibility and
Sustainability Report (BRSR) as part of their Annual Report.

This requirement is not applicable to the Company, as it does not fall within the top 1000 listed
entities based on market capitalization as on March 31, 2025.

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

During the FY 2024-25, no proceeding has been initiated under Insolvency and Bankruptcy Code
for default in payment of debt. Further, the Company has also not initiated any proceedings against
the defaulting entities.

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

During the period under review, there has been no one time settlement accordingly no valuation
was done for this purpose.

53. ACKNOWLEDGEMENTS

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

Date: 04.09.2025 For & on behalf of the Board

Place: Mumbai M Lakhamsi Industries Limited

Sd/- Sd/-

Sanjiv Mulchand Sawla Mallika Sanjiv Sawla

Managing Director Director and CFO

DIN:02045968 DIN:01943285