The Board of Directors presents the 22nd (Twenty-Second) Annual Report of Laxmi Dental Limited ("the Company") along with the audited Financial Statements (both standalone and consolidated) and Auditors' Report for the financial year ended 31 March, 2026 ("2025-26"). This is the 2nd (Second) Annual Report after the Initial Public Offering ("IPO") of the Company. The Board appreciates and is thankful for the continued support of all the shareholders throughout the journey of the Company from incorporation as private limited company, conversion into public limited company and now as a listed company.
KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED):
Financial highlights of the Company for 2025-26 as compared to the preceding 2024-25, on standalone and consolidated basis are summarised below:
|
Particulars
|
Standalone
|
Consolidated
|
| |
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Revenue from operations
|
2,085.56
|
1,712.44
|
2,778.58
|
2,391.07
|
|
Other income
|
80.26
|
46.20
|
85.46
|
33.38
|
|
Total income
|
2,165.82
|
1,758.64
|
2,864.04
|
2,424.45
|
|
Profit before Depreciation, Finance Costs, Tax and Exceptional item
|
384.23
|
307.94
|
519.46
|
452.11
|
|
Less: Depreciation and amortisation expenses
|
115.14
|
98.17
|
158.75
|
150.19
|
|
Less: Finance Costs
|
7.83
|
36.50
|
13.66
|
53.90
|
|
Profit before share of profit of joint venture, exceptional items and tax
|
261.26
|
173.27
|
347.05
|
248.02
|
|
Add / (Less): Exceptional items
|
(51.56)
|
70.27
|
(57.79)
|
70.27
|
|
Profit before Tax
|
209.70
|
243.54
|
289.26
|
318.29
|
|
Less: Tax Expenses
|
45.43
|
57.47
|
24.96
|
64.54
|
|
Add: Share in Profit after Tax of Joint Ventures (net)
|
29.10
|
71.68
|
24.87
|
71.68
|
|
Profit After Tax for the year from continuing operations
|
193.37
|
257.75
|
289.17
|
325.43
|
|
Less: (Loss) Before Tax from Discontinuing Operations
|
-
|
-
|
-
|
(8.09)
|
|
Add: Tax income from Discontinuing Operations
|
-
|
-
|
-
|
1.00
|
|
Profit for the year
|
193.37
|
257.75
|
289.17
|
318.34
|
|
Add: Other comprehensive Income/ (Loss) for the year
|
0.87
|
(5.48)
|
14.33
|
(5.34)
|
|
Total comprehensive Income for the year
|
194.24
|
252.27
|
303.50
|
313.00
|
|
Earnings per equity share (face value of INR 2 each)
|
|
|
|
|
|
Basic
|
3.52
|
4.92
|
5.27
|
6.07
|
|
Diluted
|
3.51
|
4.91
|
5.26
|
6.05
|
RESULTS OF BUSINESS OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:i. Standalone performance
During the financial year, the Company on a standalone basis has reported a total income of INR 2,165.82 million against INR 1,758.64 million in the previous financial year. The profit (after tax) stood at INR 193.37 million against INR 257.75 million in the previous financial year despite impact of USA tariff, Geopolitical situation, increase in ESOP expenses and one time exceptional item of new Labour Codes.
ii. Consolidated performance
During the financial year, the Company on a consolidated basis has reported total income of INR 2,864.04 million against INR 2,424.45 million in the previous financial year. The profit (after tax) stood at INR 289.17 million against INR 318.34 million in the previous financial year despite impact of USA tariff, Geopolitical situation, increase in ESOP expenses and one time exceptional item of new Labour Codes.
STATE OF COMPANY'S AFFAIRS AND OPERATIONS:
The Company has a well established brand presence and we are amongst the top two largest dental laboratories in India based on revenue for the Fiscal 2026. We are a vertically integrated and B2B2C dental aligner company and the largest and most profitable indigenous dental aligner company in terms of revenue from operations and Profit after Tax ("PAT") Margin respectively as of 31 March, 2026. We manufacture our dental products across our six manufacturing facilities and five supporting facilities spread across more than 1,47,000 square feet as of 31 March, 2026.
Our laboratory has a well established brand presence in the dental laboratories business and has evolved from a two-member dental laboratory to an integrated dental products company. We are amongst the top two largest dental laboratories in India by revenue for Fiscal 2026 catering to domestic markets and international markets including USA, UK and Eupopiean countries. Among the Indian dental laboratory and dental aligner companies, we are the largest exporter in terms of export value as of INR 965.39 million, for custom made dental prosthesis, aligners and other allied dental products catering primarily to USA, UK and other European countries. We are the preferred partner for one of the largest DSO in the USA with more than 1,900 clinics in the USA. Having evolved from a two-member dental laboratory to an integrated dental products company, we now have a legacy of 22 years in the dental laboratories business with a reach of more than 22,000 dental clinics, dental companies and dentists between Fiscals 2022 and 2025 ("Dental Network").
In terms of retail sales, the Indian market for custom- made crowns and bridges is estimated to grow from USD 1.4 billion in 2023 to USD 3.1 billion in 2030 at a higher rate of 11.8% compared to the global market which is estimated to grow from USD 71 billion in 2023 to USD 121.6 billion in 2030 at a rate of 8.0%. The Indian dental laboratories market is characterised by the presence of fragmented and unorganised dental laboratories with less than ten technicians and a dearth of quality management standard compliant dental products. Changing regulatory requirements in the medical devices sector is expected to transition the fragmented and unorganised dental products and consumables market to organised and consolidated market dominated by companies focusing on quality, operational efficiency, and consumer experience.
CHANGE IN THE NATURE OF BUSINESS:
During the financial year, there was no change in the nature of business of the Company and the Company continues to focus on improving its operational efficiencies.
DIVIDEND:
In order to conserve the resources of the Company, your directors do not recommend any dividend for the financial year ended on 31 March, 2026.
The Dividend Distribution Policy is available on the Company's website and can be accessed at:https://www. laxmidentallimited.com/public/investors/policies/new/ Laxmi%20Dividend Distribution Policy .pdf
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the financial year under review.
AMOUNT TRANSFERRED TO RESERVES:
The Company has not transferred any amount to the general reserves or any other reserve for the financial year under review.
SHARE CAPITAL:i) Authorised Share Capital:
As on 31 March, 2026, the Authorised Share Capital of the Company is INR 25,00,00,000/- (Indian Rupees Twenty-Five Crores Only) consisting of:
1. 6,50,00,000 (Six Crores Fifty Lacs) Equity Shares of face value of INR 2/- (Indian Rupees Two) each and;
2. 3,00,000 (Three Lacs) Preference Shares of face value of INR 400/- (Indian Rupees Four Hundred) each.
During the financial year under review, there were no changes in the Authorised Share Capital of the Company.
ii) Paid Up Share Capital:
As on 31 March, 2026, the Paid-Up Share Capital of the Company is INR 10,99,24,298/- (Indian Rupees Ten Crores Ninety-Nine Lacs Twenty-Four Thousand Two Hundred Ninety-Eight Only) consisting of 5,49,62,149 Equity Shares of face value of INR 2/- (Indian Rupees Two Only) each.
During the financial year, there were no changes in the Paid-up Share Capital of the Company.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has 4 (Four) Subsidiaries including 1 (One) foreign Wholly Owned Subsidiary, 1 (One) Domestic Wholly Owned Subsidiary, 2 (Two) Domestic Subsidiaries. Further the Company has 2 (Two) Step Down Subsidiaries, 2 (Two) Joint Venture and 1 (One) Associate Company as on 31 March, 2026:
|
Sr. No.
|
Name of the Companies/LLP
|
Percentage of holding
|
Type
|
|
1
|
Laxmi Dental Lab USA INC
|
100.00*
|
Wholly Owned Subsidiary
|
|
2
|
Bizdent Devices Private Limited
|
100.00
|
Wholly Owned Subsidiary
|
|
3
|
Signature Smiles Dental Clinic Private Limited
|
88.88
|
Subsidiary
|
|
4
|
Rich Smile Design LLP
|
66.00
|
Subsidiary
|
|
5
|
@Diverse Dental Lab INC
|
85.00
|
Step-Down Subsidiary
|
|
6
|
#Illusion Dental Lab USA INC
|
100.00
|
Step-Down Subsidiary
|
|
7
|
ECGPLUS Technologies Private Limited
|
41.70
|
Associate
|
|
8
|
Kids-e-Dental LLP
|
60.00
|
Joint Venture
|
|
9
|
$IDBG AI Dent Global Private Limited
|
49.00
|
Joint Venture
|
*71.43% of the shareholding is held directly by the Company, while the remaining 28.57% is held by Bizdent Devices Private Limited.
^Subsidiary of Laxmi Dental Lab USA INC.
#Illusion Dental Lab USA INC, Wholly Owned Subsidiary of Laxmi Dental Lab USA INC.
$On 18 September, 2025, the Company invested INR 13.72 million in 11,175 equity shares and INR 6.29 million in 5,123 Compulsorily Convertible Preference Shares (CCPS) of IDBG AI Dent Global Private Limited, each having a face value of INR 10 and issued at a premium of INR 1,217.5 per share.
Material subsidiary:
During the financial year 2025-26, Bizdent Devices Private Limited and Laxmi Dental Lab USA INC were material subsidiary(ies) pursuant to Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The Board reviewed the affairs of the subsidiaries and found that there has been no material change in the nature of the business of such subsidiaries.
The Company has amended the policy for determining material subsidiaries effective from 26 March, 2026 in accordance with the latest amendments in the provisions of the SEBI Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, and other applicable regulations. The amended policy is available on the website of the Company at:https://www.laxmidentallimited.com/ public/investors/policies/new/Determination%20of%20 material%20subsidiaries.pdf
During the financial year 2025-26, IDBG AI Dent Global Private Limited became Joint Venture of the Company.
Further, no other entity became or ceased to be a subsidiary, joint venture, or associate company of the Company during the financial year under review.
Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act"), a statement containing the salient features of the financial statements of the Subsidiaries, Joint Venture and Associates has been provided in Form AOC-1 and is annexed as Annexure - 1 and forms a part of this Annual Report.
Further, the financial statement of the subsidiaries, joint venture has been prepared and consolidated with the Company which forms an integral part of this Report. The consolidated financial statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) which forms an integral part of this report.
The financial statements of its aforesaid subsidiaries are not attached to this Report and pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the Subsidiaries upon a request by any member of the Company. The members desiring the financial statements of the Subsidiaries, may send their request in writing to the Company at co.sec@ laxmidentaUimited.com.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separately, the audited accounts of its subsidiaries on its website at:https://www. laxmidentallimited.com/for-investors#financial--fin- statements
FINANCIAL STATEMENTS:
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and Regulation 48 of the SEBI Listing Regulations for the financial year 2025-26 as applicable to the Company.
The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the financial year ended 31 March, 2026.
ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) & ARTICLES OF ASSOCIATION (AOA):
During the year under review, there were no alterations in the Memorandum of Association and Articles of Association of the Company.
EMPLOYEES' STOCK OPTION PLANS (“ESOPS”):
The Company has an Employee Stock Option Plan namely, 'Laxmi Dental Stock Option Scheme, 2024' ("ESOP 2024/ Scheme"). The ESOP 2024 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "SEBI SBEB & SE Regulations"). The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the implementation of ESOP 2024 Scheme of the Company.
During the financial year under review, Mr. Mitesh Kariya voluntarily surrendered 32,538 (Thirty-two Thousand Five Hundred and Thirty-eight) Employee Stock Options and 12,250 (Twelve Thousand Two Hundred and Fifty) Employee Stock Options were lapsed on account of resignation of
employees. The Nomination and Remuneration Committee and the Board of Directors, at their respective meetings held on 26 March, 2026, took note of the voluntary surrender of the said Options, and at their respective meetings held on 11 August, 2026, took note of the lapse of the said Options on account of resignation. Consequently, the surrendered and lapsed options stood cancelled and were added back to the ESOP pool for future grant in accordance with the applicable ESOP Scheme.
The Company has received in-principle approval for listing up to a maximum of 5,00,000 (Five Lacs only) equity shares of INR 2/- (Indian Rupees Two only) from National Stock Exchange of India on 08 April, 2026 and from BSE Limited on 10 April, 2026.
The Board of Directors of the Company in its meetings dated 11 August, 2026 and 27 August, 2026 had approved allotment of 59,360 (Fifty-nine Thousand Three Hundred and Sixty only) equity shares and 7,911 equity shares of face value of INR 2/- (Rupees Two only) each to the eligible employees of the Company and its subsidiaries, upon exercise of the options vested with them under Laxmi Dental Stock Option Scheme 2024.
The statutory disclosures as mandated under the Act and the SEBI SBEB & SE Regulations, along with a certificate from the Secretarial Auditors confirming the implementation of the Scheme in accordance with SEBI SBEB & SE Regulations and the Members resolutions have been hosted on the website of the Company at:https://www.laxmidentallimited. com/public/investors/disclosure-under-regulation-46-of- sebi-lodr-regulations-2015/ESOP%20Scheme%202024.pdf and the same shall be available for electronic inspection by the Members during the Annual General Meeting ("AGM") of the Company.
A statement containing the relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 14 of the SEBI SBEB & SE Regulations for the financial year ended on 31 March, 2026 can be accessed on the website of your Company athttps:// www.laxmidentallimited.com/public/investors/disclosure- under-requlation-46-of-sebi-lodr-requlations-2015/ ESOP%20Scheme%202024.pdf.
PUBLIC DEPOSITS:
During the financial year under review, the Company has not accepted any deposit as covered under Section 73 and Section 76 of the Act read with Companies (Acceptance of Deposits), Rules, 2014. Accordingly, on 31 March, 2026, there were no deposits outstanding, unpaid or unclaimed.
PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:
During the financial year under review, the Company has not borrowed any amount from the Director(s) or their relative.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information related to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act and Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - “2” and forms a part of this Annual Report.
CORPORATE GOVERNANCE:
The Company's philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders.
The Company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit of all stakeholders. The Company has implemented all the stipulations as specified in the SEBI Listing Regulations and the requirements set out by Securities Exchange Board of India.
The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders' expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI Listing Regulations.
The Company has given its deliberations to provide all the information in the Directors' Report and the Corporate Governance Report as per the requirements of the Act, SEBI Listing Regulations and the Listing Agreement entered by the Company with the Stock Exchanges.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the applicable Regulations as issued by SEBI and as amended from time to time a report on Corporate Governance along with a Certificate from M/s M. Jawadwala & Co., Practicing Company Secretaries, (FRN: S2016MH383700; Peer Review No.: 5317/2023) regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure - “3” & “4” respectively and forms a part of this Annual Report.
The Compliance Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Regulation 17(8) of SEBI Listing Regulations, is annexed herewith as Annexure - “5” and forms part of this Annual Report.
CODE OF CONDUCT:
The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Company's website at:https://laxmidentallimited.com/public/investors/ policies/new/Code%20of%20conduct%20for%20Board%20 and%20Senior%20Management%20Team.pdf
The Board Members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI Listing Regulations, a declaration signed by the Managing Director & Chief Executive Officer to this effect is annexed herewith as Annexure - “10” and forms a part of this Annual Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) read with Schedule V of SEBI Listing Regulations, Management Discussion and Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company for the reporting year is annexed herewith as Annexure -“6” and forms a part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
During the year under review, the Company was not among the top 1,000 listed entities based on market capitalisation as on 31 December, 2025. Accordingly, the provisions relating to Business Responsibility and Sustainability Reporting were not applicable to the Company for financial year 2025-26.
DIRECTORS, KEY MANAGERIAL PERSONNEL (“KMP”) AND SENIOR MANAGERIAL PERSONNEL:BOARD OF DIRECTORS:
The Board of Directors of the Company is led by the Chairperson and comprises of 6 (Six) Directors, consisting of 1 (One) Whole-time Director, 1 (One) Managing Director, 1 (One) Non-Executive, Non-Independent Director and 3 (Three) Non-Executive, Independent Directors (including One (1) Woman Independent Director).
The composition of Board of Directors as on 31 March, 2026 is as follows:
|
Name of Director
|
Designation
|
|
Mr. Rajesh Vrajlal Khakhar
|
Chairperson and Whole-time Director
|
|
Mr. Sameer Kamlesh Merchant
|
Managing Director and Chief Executive Officer
|
|
Ms. Anjana Grewal
|
Non-Executive, Independent Director
|
|
Mr. Devesh Ghanshyam Chawla
|
Non-Executive, Independent Director
|
|
Mr. Rajesh Shashikant Dalal
|
Non-Executive, Independent Director
|
|
Mr. Anil Tilakraj Arora
|
Non-Executive, Non-Independent Director
|
During the financial year, following changes took place: Appointment:
Mr. Anil Tilakraj Arora was appointed as an Additional Director in the category of Non-Executive, Non-Independent Director of the Company with effect from 29 August, 2025 and was regularised as Director at the 21st Annual General Meeting held on 29 September, 2025 by the members of the Company.
Resignation:
Ms. Sumona Chakraborty ceased to be a Non-Executive, Non-Independent Nominee Director with effect from closure of business hours on 06 June, 2025.
The details of the Board and Committee Composition, tenure, cessation, appointment or re-appointment of Directors are provided in the Corporate Governance Report as annexed herewith as Annexure - “3” and forms a part of this Annual Report. The constitution of the Board of the Company is in accordance with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.
APPOINTMENT/RE-APPOINTMENT TO THE BOARD AT THE 22nd AGM:
No director is proposed to be appointed at the ensuing AGM.
DIRECTOR RETIRING BY ROTATION:
In accordance with the provisions of the Act, Mr. Rajesh Vrajlal Khakhar, Chairperson and Whole-time Director, retires from the Board by rotation and being eligible offers himself for re-appointment. The Board recommends
the said re-appointment at the 22nd AGM. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee ("NRC”) has recommended his re-appointment.
Further, the brief resume and other details relating to the Director seeking appointment or re-appointment, as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 ("SS-2”), are provided in the Notice convening the ensuing AGM.
During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the commission, and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
Based on the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Act, and are also not debarred by SEBI or any other statutory authority for holding office of a Director. The Directors have also made necessary disclosures as required under provisions of Section 184(1) of the Act. As required by SEBI Listing Regulations, a certificate from Company Secretary in practice, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company, by SEBI, MCA or any such statutory authorities, is annexed to the Corporate Governance Report as annexed herewith as Annexure - “3” and forms a part of this Annual Report.
KEY MANAGERIAL PERSONNEL EXCLUDING DIRECTORS (“KMP”):
In terms of Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the KMP of the Company as on 31 March, 2026 are:
|
Name of the KMP
|
Designation
|
|
Mr. Dharmesh Bhupendra Dattani
|
Chief Financial Officer
|
|
Mr. Suman Saha
|
Company Secretary & Compliance Officer
|
During the financial year following changes took place:
Appointment:
Mr. Suman Saha was appointed as the Company Secretary & Compliance Officer of the Company with effect from 16 January, 2026.
Cessation/Resignation:
Ms. Nupur Joshi ceased/resigned from the position of Company Secretary and Compliance Officer with effect from 18 October, 2025. She continued to be in employment of the Company during her maternity leave.
SENIOR MANAGEMENT PERSONNEL (“SMP”):
The Senior Managerial Personnel ("SMP”) of the Company as on 31 March, 2026 are:
|
Name of the SMP
|
Designation
|
|
Mr. Amrish Mahendrabhai Desai
|
Vice-President, Head of Operations, USA & India
|
|
Mr. Sarfaraz Nasir Merchant
|
Vice-President, Head of Operations of the domestic dental laboratory, laboratory division
|
|
Mr. Arun B. John
|
Chief Revenue Officer - Illusion Dental
|
Appointment and resignation of Senior Managerial Personnel (“SMP”):
During the year under review, there was no appointment or cessation of SMP except for the change in designation of the following SMP with effect from 26 March, 2026:
The designation of Mr. Arun B. John was changed from Vice-President - Sales and Business Development to Chief Revenue Officer - Illusion Dental.
All members of the Board of Directors and Senior Management Personnel affirmed compliance with the Company's Code of Conduct Policy for financial year 2025-26.
Declaration by Independent Directors:
The Company has received disclosures/declarations from all the Independent Directors of the Company under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations and have confirmed that they fulfill the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and have also confirmed:
1. that 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;
2. t hat they have complied with the Code of Conduct of Independent Directors prescribed under Schedule IV of the Act; and
3. that they have duly registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 including any amendments thereto and independent of the management of the Company.
COMPANY'S POLICY ON APPOINTMENT ANDREMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:
Pursuant to Section 178(3) of the Act read with the Rules made therein and Regulation 19(4) read with Part D of Schedule II of SEBI Listing Regulations entered with the Stock Exchanges (as amended from time to time), the Board of Directors in its meeting held on 26 March, 2026 had approved amended Nomination and Remuneration Policy. The Company affirms that the remuneration paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.
The amended Nomination and Remuneration Policy of the Company for appointment and remuneration of Directors, Key Managerial Personnel ("KMP”) and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters is available on the Company's website at:https:// www.laxmidentallimited.com/public/investors/policies/new/ Nomination%20and%20Remuneration%20Policy.pdf
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:
The details of remuneration to Directors, Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure -“7” and forms a part of this Annual Report.
Pursuant to Section 136(1) of the Act, the Directors' Report excludes the information on employees' particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and copies of the said statement are available at the registered office of the Company during the designated working hours from 21 days before the AGM till the date of the AGM. Any member interested in receiving the said statement may write to the Company Secretary at co.sec@taxmidentaUimited. com, stating their Folio No./DPID & Client ID.
ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is available on Company's website athttps://www. [axmidentaUimited.com/for-investors#financiat--fin-annuaL
This Annual Return is subject to such changes/alterations/ modifications as may be required to carry out subsequent to the adoption of the Directors' Report by the Shareholders at the 22nd Annual General Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the shareholders agree and empower the Board/Company and a copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Act, the Directors to the best of their knowledge and ability, hereby confirm that:
a. i n preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b. we 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 at the end of the financial year and of the profit of the Company for that period;
c. we have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. we have prepared the annual accounts on a going concern basis;
e. we have laid down internal financial controls, which are adequate and are operating effectively;
f. we have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.
NUMBER OF MEETING OF THE BOARD:
The Board of Directors met 8 (Eight) times in the financial year 2025-26. The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Act, Secretarial Standard on Meetings of the Board ("SS-1") and SEBI Listing Regulations, as amended from time to time. The detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of this Annual Report.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, IT'S COMMITTES AND OF INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134, 178 and Schedule IV of the Act and the SEBI Listing Regulations, the Board continues to adopt a formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process, covering various aspects of the functioning of the Board, such as composition of the Board and Committees, effectiveness of Board process, information, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to on an annual basis to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual Directors, independent judgement by the Director, understanding of the Company's business etc.
The performance evaluation was carried out by the Independent Directors in their meeting held on 10 February, 2026. The recommendations of the Committee were subsequently considered by the Board thereby concluding the performance evaluation process.
The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on 26 March, 2026.
The outcome of the performance evaluation as carried out on the basis of the above mechanism was discussed by the Independent Director and the Board at their respective meetings and noted the performance to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 10 February, 2026.
COMMITTEES OF THE BOARD:
During the financial year under review, there were changes in the composition of the Committees of the Board. As on the date of this Report, the following are the Committees of the Board:
a. Audit Committee
b. 1Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee
d. Corporate Social Responsibility Committee
e. 2Risk Management Committee
Note: 1After the resignation of Ms. Sumona Chakraborty, Non-Executive, Non-Independent Nominee Director with effect from closure of business hours on 06 June, 2025 the Nomination Remuneration Committee was reconstituted by appointing Ms. Anjana Grewal as Member of the Committee as approved by the Board in its meeting dated 28 July, 2025.
2After the end of the financial year and before signing of this report the Company has dissolved its Risk Management Committee as approved by the Board in its meeting dated 07 May, 2026 as the Company does not fall within the top 1000 listed entity as per market capitalisation.
The composition of various Committees and meetings held is detailed below:
a. Audit Committee:
The Board had constituted the Audit Committee in accordance with the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. The Audit Committee met 7 (Seven) times during the financial year 2025-26. The Company Secretary of the Company acts as a Secretary to the Committee.
The details of the Committee along with their charters, composition and meetings held during the financial year are given in the Corporate Governance Report as annexed herewith as Annexure - “3” which forms part of this Annual Report.
During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.
b. Nomination and Remuneration Committee:
The Board had re-constituted Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations. The Nomination and Remuneration Committee met 4 (Four) times during the financial year 2025-26. During the year, all recommendations made by the Committee were approved by the Board.
The details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report as annexed herewith as Annexure -“3” which forms part of this Annual Report.
c. Stakeholders Relationship Committee:
The Board had constituted the Stakeholders Relationship Committee as per the provisions of Section 178(5) of the Act and Regulation 20 of SEBI Listing Regulations. The Stakeholders' Relationship Committee met 1 (One) time during the financial year 2025-26.
The details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report as annexed herewith as Annexure -“3” which forms part of this Annual Report.
d. Corporate Social Responsibility Committee:
The Board has duly constituted a Corporate Social Responsibility ("CSR”) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 ("the Act”) read with the rules made thereunder.
The provisions of Section 135 of the Act were applicable to the Company for the financial year 2024-25. Accordingly, during the financial year the Company has spent an amount of INR 14,35,226/- (Rupees Fourteen Lacs Thirty-Five Thousand Two Hundred and Twenty-Six only) towards the Prime Minister's National Relief Fund.
The Annual Report on CSR Activities is annexed as Annexure - “11” which forms part of this Annual Report.
During the financial year under review, 1 (One) meeting of the CSR Committee was held.
The details of the Committee along with their charters and composition are given in the Corporate Governance Report as annexed herewith as Annexure - “3” which forms part of this Annual Report.
e. Risk Management Committee:
The Board has duly constituted Risk Management Committee ("RMC”) as a part of Company governance framework. As per the provisions of Regulation 21 of the SEBI Listing Regulations, the constitution of a Risk Management Committee is mandatory for the top 1,000 listed entities based on market capitalisation.
Since the Company does not fall within the top 1,000 listed entities to which the said provision is applicable. Accordingly, the requirement to maintain a Risk Management Committee is not applicable to the Company.
The Risk Management Committee is dissolved by the Board of Directors in their meeting held on 07 May, 2026.
During the financial year under review, no meeting of the RMC was held.
AUDITORS:a) Statutory Auditors and Statutory Auditor’s Report:
M S K A & Associates LLP (Formerly known as M S K A & Associates), Chartered Accountants (Firm's Registration No.: 105047W/W101187) had vide its letter dated 15 January, 2026 informed the Company regarding change of its name from M S K A & Associates to M S K A & Associates LLP.
The Statutory Auditors of the Company were re-appointed at the 20th Annual General Meeting (AGM) of the Company held on 07 September, 2024, for the term of 5 (Five) consecutive years from the conclusion of 20th AGM till the conclusion of 25th AGM of the Company at such remuneration as shall be fixed by the Board of Directors of the Company from time to time in consultation with Statutory Auditors. Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.
There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Report. The Notes to the Financial Statements referred in the Auditor's Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditor's Report is enclosed with the Financial Statements in this Annual Report.
b) Cost Auditors:
The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, related to maintenance of cost audit records and filing the same is not applicable to the Company, thus appointment of Cost Auditor is not applicable for the financial year 2025-26.
c) Secretarial Auditors and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. M. Jawadwala & Co., Peer Reviewed Firm of Practicing Company Secretaries, (Membership No.: - A30840/C.P. No.: - 16191) (Peer Review: - 5317/2023) were appointed as the Secretarial Auditors of the Company to conduct the secretarial audit of the Company for 5 (five) consecutive years from 2025-26 to 2029-30. The Secretarial Audit Report, in the prescribed Form No. MR-3 received from Secretarial Auditors for the financial year ended 31 March, 2026, is annexed to this Report as Annexure - “8” and forms part of this Annual Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Reports.
As on 31 March, 2026, the Company has 2 (two) material subsidiary(ies) viz. Bizdent Devices Private Limited (Indian Company) and Laxmi Dental Lab USA Inc. (Foreign Company). Therefore, as per the requirement of Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report of the Material Unlisted Indian Subsidiary of the Company for the financial year ended 31 March, 2026 as received from M/s. M. Jawadwala & Co., Practicing Company Secretaries, is annexed as Annexure- “9” and forms part of this report.
The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2025-26 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31 March, 2026 has been submitted to the Stock Exchanges on 30 May, 2026 and the said report may be accessed on the Company's website at:https://www.laxmidentallimited. com/public/investors/Other-Disclosures/Annual%20 Secretarial%20Compliance%20Report%20for%20 FY%202026.pdf
d) Internal Auditors:
Pursuant to the provisions of Section 138 of the Act and read with Companies (Accounts) Rules, 2014, S H B A & CO LLP (formerly known as Bathiya & Associates LLP), Chartered Accountants (FRN.101046W/W100063) were appointed as the Internal Auditors to conduct the internal audit of the Company for financial year 2025-26. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditors on a quarterly basis.
MAINTENANCE OF THE COST RECORDS:
For the financial year 2025-26, the provisions of Cost Audit as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, were not applicable to the Company. Accordingly, pursuant to Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain cost records and, consequently, the provisions relating to appointment of a Cost Auditor under Rule 4 of the said Rules were also not applicable to the Company for the financial year 2025-26.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:
Pursuant to Section 143(12) of the Act, during the financial year under review there were no frauds reported by the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors of the Company to the Audit Committee or the Board of Directors.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has in place adequate Internal Financial Controls system as required under Section 134(5)(e) of the Act. The system covers all major processes including operations to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. During the financial year under review, such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.
The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and provide suggestive measures to resolve differences and close the gaps. Accordingly, the Audit Committee makes observations and recommends to the Board of Directors.
During the financial year under review, no material or serious observation has been received from the Auditors of the Company citing inefficiency or inadequacy of such
controls. An extensive internal audit was carried out by Internal Auditors and post audit reviews were also carried out to ensure follow up on the observations made.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the financial year under review, the Company has been investing and deploying its surplus funds in securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 134(3)(g), 179, 185 and 186 of the Act.
The Company makes investments or extends loans to its subsidiaries for their business purpose. The particulars of all such loans, guarantees and investments are entered into the register maintained by the Company for the purpose and are appended in notes to the financial statements.
The particulars of loans granted, investments made and guarantees given, as covered under the provisions of Section 185 and 186 of the Companies Act, 2013, are disclosed in Note No. 14, Note No. 7 and Note No. 40, respectively, to the Standalone Financial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to provisions of Sections 177 and 188 of the Act, and Rules made thereunder read with Regulation 23 of SEBI Listing Regulations, the Board in its meeting held on 26 March, 2026 has amended the Policy on related party transactions and the same is available on the website of the Company at:https://www.laxmidentallimited.com/ public/investors/policies/new/Related%20Party%20 Transaction%20Policy.pdf.
The amended Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.
None of the contract or arrangement or transaction with any of the related parties were in conflict with the interest of the Company. There were no material related party transactions by the Company during the financial year under review. Since all the transactions with related parties during the year were on arm's length basis and in the ordinary course of business, hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2025-26.
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the accounts in the financial statement (both standalone and consolidated), forming part of this Annual Report.
Prior omnibus approval of the Audit Committee is obtained on an annual basis for transaction with related parties considering repetitiveness of the transactions (in past or in future); justification for the need of omnibus approval and transaction made on arm's length basis i.e. at market price. The transactions entered pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Pursuant to the allotment of 59,360 and 7,911 options of INR 2 each on 11 August, 2026 and 27 August, 2026, the paid- up share capital of the Company has increased to 5,50,29,420 Equity Shares of INR 2 each. Save for this change, no other material changes or commitments have occurred between the end of the financial year and the date of this Report that would affect the financial position of the Company.
RISK MANAGEMENT:
The Board of Directors of your Company have identified indu stry specific risk and other external, internal, politica l and technological risk which in opinion of the board are threat to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.
Pursuant to the provisions of the SEBI Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, and other applicable regulations, the Board in its meeting held on 26 March, 2026 had amended the Risk Management Policy which is available on the website at:https://www. laxmidentallimited.com/public/investors/policies/new/ Risk%20Management%20Policy.pdf
VIGIL MECHANISM:
Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has established a Vigil Mechanism for Directors and employees to report genuine concerns to the management, instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. This Policy enables the employees or other connected person having interest in any transactions with the Company to report any unethical or improper practices noticed in the organisation. The Company strongly follows the conduct of
its affairs in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour and accordingly as per the requirement of the Act and the SEBI Listing Regulations, the Company ha s framed its Vig il M echa nism Policy to ena ble a ll the employees and the Directors to report any violation of the Code of Ethics as stipulated in the said policy. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct, to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimisation, for whistle blowing in good faith.
The Company has amended the Vigil Mechanism Policy effective 26 March, 2026 in accordance with the latest amendments in the provisions of the SEBI Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, and other applicable regulations.
Details of establishment of the Vigil Mechanism Policy is available on the Company's website at:https://www. laxmidentallimited.com/public/investors/policies/new/ Whistle%20Blower%20Policy.pdfand also set out in the Corporate Governance Report as annexed herewith as Annexure - “3” and forms a part of this Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Act were applicable to the Company for the financial year 2024-25. Accordingly, during the financial year the Company has spent an amount of INR 14,35,226/- (Rupees Fourteen Lacs Thirty-Five Thousand Two Hundred and Twenty-Six only) towards the Prime Minister's National Relief Fund.
The amended CSR policy as approved by the Board at its meeting held on 26 March, 2026 is available on the Company's website at:https://www.laxmidentallimited.com/ public/investors/policies/new/CSR%20Policy.pdf
The Annual Report on CSR Activities is annexed herewith as Annexure - “11”.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has been committed to create and provide an environment that is free from any kind of discrimination and harassment including sexual harassment. The Company has formulated and adopted an anti-sexual harassment policy in
line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('PoSH') and Rules made thereunder, which provides. a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and ensures that all employees are treated with respect and dignity. The amended POSH Policy effective from 26 March, 2026 is also placed on the Company's website:https://www. laxmidentallimited.com/public/investors/policies/new/ Prevention%20of%20Sexual%20Harassment%20Policy.pdf
All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under this Policy. During the financial year under review, no complaints with allegations of sexual harassment were received by the Company.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee ("ICC") in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The necessary disclosure in terms of requirements of Rule 8 of the Companies (Accounts) Rules, 2014 and SEBI Listing Regulations in this regard is given below:
|
Sr.
|
Particulars
|
No. of
|
|
No.
|
|
Complaints
|
|
1.
|
Number of complaints of sexual harassment received in the year
|
Nil
|
|
2.
|
Number of complaints disposed of during the year
|
Nil
|
|
3.
|
Number of cases pending for more than ninety days
|
Nil
|
E-VOTING FACILITY AT AGM:
In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 22nd AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its' Members whose names will appear in the register of members as on the cut¬ off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by MUFG Intime India Private Limited (formerly named as Link Intime India Private Limited). The detailed process and guidelines for e-Voting have been provided in the notice convening the meeting.
WEBSITE:
The Company maintains a websitehttps://www. laxmidentallimited.comwhich serves as a comprehensive platform for disseminating information to shareholders, investors and other stakeholders. The website hosts a dedicated "Investors" section, inter alia, the financial results, presentations to investors and analysts, audio recordings and transcripts of earnings calls, corporate governance disclosures, disclosures under Regulation 46 of Listing Regulations and all other disclosures mandated under SEBI Listing Regulations are available.
PREVENTION OF INSIDER TRADING:
The Company has amended the Code of Conduct for Prohibition of Insider Trading ("the Code") effective 26 March, 2026 in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time and is available on our website, at:https:// www.laxmidentallimited.com/public/investors/policies/new/ Code%20of%20Conduct%20for%20insider%20trading.pdf
Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.
The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. After listing, internal training and awareness programmes were conducted to make the employees familiar with Code of Conduct for Insider Trading and UPSI Policy of the Company.
Further, the Company has been making timely and accurate entries in the Structured Digital Database in respect of all instances of sharing of UPSI, capturing the nature of UPSI, the identity of the persons with whom such information is shared, along with other prescribed particulars, thereby ensuring complete traceability, confidentiality and compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
DISCLOSURES AS PER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013 / SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
i) Risk Analysis:
The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting risks associated with the business of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuous basis.
ii) Disclosure relating to material deviations/ variations and Utilisation of Issue Proceeds:
As per Regulation 32(1) of SEBI Listing Regulations, there are no material deviations/variances noted in the Company. The funds received pursuant to IPO, have been utilised for the objects stated in the prospectus.
The details of utilisation of issue proceeds of the IPO are submitted to the Stock Exchanges and are available on their websites. As on 31 March, 2026, there was no material variation between projected utilisation of funds in the Offer document and the actual utilisation of funds.
The following table sets forth details of the utilisation of the Net Proceeds:
|
Object for utilisation of Net Proceeds
|
Total estimated amount/ expenditure to be funded from the Net Proceeds of IPO (In million)
|
Fund utilised as on 31 March, 2026 (In million)
|
|
Repayment/prepayment, in full or in part, of certain outstanding borrowings availed by our Company
|
229.84
|
229.84
|
|
Investment in certain Subsidiaries for the repayment/prepayment, in full or in part, of certain outstanding borrowings
|
46.00
|
46.00
|
|
Funding the capital expenditure requirements for purchase of new machinery for our Company
|
435.07
|
135.02
|
|
Investment in our Subsidiary, Bizdent Devices Private Limited, for the capital expenditure requirements for the purchase of new machinery
|
250.04
|
3.46
|
|
General corporate purposes
|
320.75
|
320.75
|
|
Total
|
1,281.70
|
735.07
|
In accordance with the requirements of SEBI (ICDR) Regulations, 2018, the Company has duly appointed ICRA Limited as Monitoring Agency for review and certification of utilisation of the IPO proceeds to the Company.
SECRETARIAL STANDARDS:
The Company follows the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India C'ICSI") and approved by the Central Government under Section 118(10) of the Companies Act, 2013, for convening and conducting the meeting of the Board of Directors, General Meetings and other matters related thereto and have devised proper systems to ensure the compliance of applicable Standards.
INDUSTRIAL RELATIONS:
The industrial relations during the financial year 2025-26 had been cordial. The Directors take on record the committed support received from its agents, dealers, suppliers and crucial efforts made by the senior management personnel, officers, employees and workers towards overall growth and development of the Company.
Further, the Company has a strong people policy aimed at recruiting the best talent, training the people, engaging with them continuously, and ensuring strong retention, thereby, laying foundation to a robust human capital. This alignment makes it easier for the Company and its people to work together toward common goals.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the financial year under review, no application was made by the Company under the Insolvency and Bankruptcy Code, 2016 neither any proceeding was pending before the tribunal or any other authorities under the said Code.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There was no instance of one-time settlement with any bank or financial institution. The Company was not required to obtain this valuation report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There has been no significant material order passed by regulators or courts or tribunals impacting going concern status and Company's operations in future.
COMPLIANCE OF THE PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961:
The Company is committed to providing safe, supportive and dignified working environment to the women employees and has in place policy related to Maternity Benefits which is in compliance with provisions relating to the Maternity Benefit Act, 1961. The Company has made adequate provisions to ensure that maternity leave, medical benefits, and other related entitlements are received by the eligible female employees. Further, during the financial year under review the Company is in compliance with all the applicable provisions of Maternity Benefit Act, 1961.
GREEN INITIATIVES:
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of the 22nd AGM of the Company including the Annual Report for the financial year 2025-26 is being sent to all shareholders whose e-mail addresses are registered with the Company/ Depository Participant(s).
GENERAL DISCLOSURES:
During the financial year under review, the Board of Directors confirm that no disclosure or reporting is necessary for the following, as there were no transactions/events of such nature:
a) there was no revision of financial statements and Board's Report of the Company.
b) the Company has not failed to implement any corporate action.
c) t here were no agreements entered by the Company which come within the purview of Regulation 30A of Listing Regulations.
d) the trading of securities of the Company were not suspended by the stock exchange.
e) issue of equity shares with differential rights as to dividend, voting or otherwise
f) issue of shares (including sweat equity shares) to employees of the Company under any scheme except as disclosed under ESOP Scheme.
g) buy back of the shares of the Company. ACKNOWLEDGEMENT:
The Directors would like to express their earnest appreciation for the assistance and co-operation received by the Company from its various stakeholders, financial institutions, banks, government authorities, vendors, customers and business associates and also acknowledge with gratitude the encouragement and support extended by all. The Directors wish to place on record their deep sense of appreciation to all the employees at different levels for their continued dedication, hard work, and contribution during the financial year.
For Laxmi Dental LimitedMr. Rajesh Vrajlal Khakhar Mr. Sameer Kamlesh Merchant
Whole-time Director Managing Director and Chief Executive Officer
DIN:00679903 DIN:00679893
Date: 27 August, 2026 Place: Mumbai
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