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You can view full text of the latest Director's Report for the company.

BSE: 544339ISIN: INE0WO601020INDUSTRY: Medical Equipment & Accessories

BSE   ` 170.25   Open: 176.20   Today's Range 167.20
176.20
-5.95 ( -3.49 %) Prev Close: 176.20 52 Week Range 155.65
344.60
Year End :2026-03 

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 at
https://
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 at
https://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.pdf
and 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