Directors Report of Laxmi Dental Ltd.

Mar 31, 2025

On behalf of the Board of Directors, it is a pleasure to present the 21^st Annual Report of the Company along with the audited
Financial Statements (both standalone and consolidated) and Auditors'' Report for the financial year ended March 31, 2025
(''2024-25''). This is the first annual report after the Initial Public Offering (âIPO") of the Company. The Board appreciates and is
thankful for the continued support of all the shareholders throughout the journey of the Company from incorporated 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 2024-25 as compared to the preceding 2023-24, on standalone and consolidated basis
are summarized below:

(INR in Million)

Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,712.44	1,393.88	2391.07	1935.55
Other income	46.20	52.94	33.38	17.09
Total income	1,758.64	1,446.82	2,424.45	1952.64
Profit/(Loss) before Depreciation, Finance Costs, Tax and Exceptional item	307.94	165.61	452.11	254.99
Less: Depreciation and amortization expenses	98.17	91.21	150.19	119.36
Less: Finance Costs	36.50	42.17	53.90	49.54
Add: Exceptional items	70.27	-	70.27	(0.85)
Profit / (Loss) before Tax	243.54	32.23	318.29	85.24
Less: Tax Expenses	57.47	(104.20)	64.54	(94.17)
Add : Share in Profit after Tax of Joint Ventures	71.68	90.67	71.68	88.88
Profit / (Loss) After Tax for the year from continuing operations	257.75	227.10	325.43	268.29
Add: Loss Before Tax from Discontinuing Operations	-	-	(8.09)	(16.00)
Add: Tax income from Discontinuing Operations	-	-	1.00	-
Profit / (Loss) for the year	257.75	227.10	318.34	252.29
Add: Other comprehensive Income/ (Loss) for the year	(5.48)	3.85	(5.34)	(1.40)
Total comprehensive Income / (Loss) for the year	252.27	230.95	313.00	250.89

(The Name of the Company has been changed from Laxmi Dental Export Private Limited to Laxmi Dental Private Limited,
further, consequent upon conversion to Public Company the name of the Company has been changed from Laxmi Dental
Private Limited to Laxmi Dental Limited with effect from August 02, 2024 CIN: L51507MH2004PLC147394).

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 1,758.64 Million against
INR 1,446.82 Million in the previous financial year. The profit (after tax) stood at INR 257.75 Million against INR 227.10
Million in the previous financial year

ii. Consolidated performance

During the financial year the Company on a consolidated basis has reported total income of INR 2,424.45 Million against
INR 1,952.64 Million in the previous financial year. The profit (after tax) stood at INR 318.34 Million against INR 252.29
Million in the previous financial year

STATE OF COMPANY''S AFFAIRS AND OPERATIONS:

We Laxmi Dental Limited (Formerly Known as "Laxmi Dental
Export Private Limited") have a brand presence of more than
21 years and we are amongst the top two largest dental
laboratories in India based on revenue for the Fiscal 2025.
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 March
31, 2025. We manufacture our dental products across our six
manufacturing facilities and five supporting facilities spread
across more than 1,47,029.63 square feet as of March 31,
2025.

Our laboratory has an extensive brand presence of more
than 21 years 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 2025 catering to domestic markets and international
markets including USA, UK and Europe. Among the Indian
dental labs, we are the largest exporter in terms of export
value as of 604.9 Million, for custom made dental prosthesis,
catering primarily to US and UK. We are the preferred
partner for one of the largest D50 in the USA with more than
1,650 clinics in the USA. Having evolved from a two-member
dental laboratory to an integrated dental products company
we now have a legacy of 21 years in the dental laboratories
business with a reach of over more than 20,000 dental
clinics, dental companies and dentists between Fiscals 2022
to 2025 ("Dental Network").

In terms of retail sales, the Indian market for custom-
made crowns and bridges is estimated to grow from US$
1.4 Billion in 2023 to US$ 3.1 Billion in 2030 at a higher
rate of 11.8% compared to the global market which is
estimated to grow from US$ 71 Billion in 2023 to US$
121.6 Billion in 2030 at a rate of 8.0%. The Indian dental
laboratories market is characterized by the presence of
fragmented and unorganized 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 unorganized dental products
and consumables market to organized 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 March 31, 2025.

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) Authorized Share Capital:

As on March 31, 2025, the Authorized Share Capital of
the Company is INR 25,00,00,000 (Rupees Twenty-Five
Crores Only) consisting of:

1. 6,50,00,000 (Six Crore 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, following
change occurred in the Authorized Share Capital of the
Company:

> On June 07, 2024, the Authorized Share Capital
of the Company has been increased from INR

14.46.00. 000 (Indian Rupees Fourteen Crores
Forty-Six Lacs) consisting of 24,60,000 (Twenty
Four Lacs Sixty Thousand) Equity Shares of face
value of INR 10/- (Indian Rupees Ten) each and

3.00. 000 (Three Lacs) Preference Shares of face
value of INR 400/- (Indian Rupees Four Hundred)
each to INR 25,00,00,000 (Indian Rupees Twenty-
Five Crores Only) consisting of 1,30,00,000 (One
Crore Thirty Lacs) Equity Shares of face value of
I N R 1 0/- (I ndia n Ru pees Ten) each and 3, 00, 000
(Three Lacs) Preference Shares of face value of
INR 400/- (Indian Rupees Four Hundred) each.

> In accordance with the provisions of Section 61(1)
(d) of the Companies Act, 2013 ("the Act"), the
shareholders passed a resolution in its Extra

Ordinary General meeting (âEGMâ) held on June
07, 2024, approving the sub-division of the Equity
Shares of the Company thereby reducing the face
value of each Equity Share having face value of
INR 10/- (Indian Rupees Ten) each fully paid up inÂ¬
to face value of INR 2 (Indian Rupees Two) each
fully paid up.

ii) Paid Up Share Capital:

As on March 31, 2025, 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 54,962,149
Equity Shares of face value of INR 2/- (Indian Rupees
Two) each.

During the financial year, following changes have
occurred in the Paid-up Share Capital of the Company:

A. Private Placement: On May 30, 2024, in accordance
with Section 42 of the Act, the shareholders'' in
its EGM had approved issuance of 1,146 Equity
Shares of face value of INR 10/- (Indian Rupees
Ten) each at a price of INR 13,092 (Indian Rupees
Thirteen Thousand and Ninety-Two Only including
premium of INR 13,082) for consideration other
than cash, pursuant to a Share Swap Agreement
dated May 31, 2024 entered into between Bizdent
Devices Private Limited, Mr. Anil Tilakraj Arora,
Mrs. Jyotika Anil Arora and your Company.
Further, the Board of Directors in its meeting held
on June 04, 2024 has approved allotment of 1,146
Equity Shares.

Pursuant to the said allotment, the issued,
subscribed and paid-up Equity Shares and paid-
up equity share capital of the Company increased
from INR 30,79,140/- (Indian Rupees Thirty Lacs
Seventy-Nine Thousand One Hundred Forty)
divided into 3,07,914 Equity Shares of face value
of INR 10/- (Indian Rupees Ten) each to INR
30,90,600/- (Indian Rupees Thirty Lacs Ninety
Thousand Six Hundred) divided into 3,09,060
Equity Shares of face value of INR 10/- (Indian
Rupees Ten) each.

B. Sub-division of Equity Share: On June 07, 2024,
in accordance with Section 61(1)(d) of the Act, the
shareholders of the Company had approved the
sub-division of the Equity Shares of the Company
thereby reducing the face value of each Equity
Share.

Pursuant to the sub-division, the issued,
subscribed and paid-up Equity Shares i.e. 3,09,060
Equity Shares having face value of INR 10/- (Indian
Rupees Ten) each, stood the sub-divided into
15,45,300 Equity Shares having face value of INR
2/- (Indian Rupees Two) each without altering the
aggregate amount of such capital.

C. Issuance of Bonus Shares:

On June 07, 2024 shareholders'' in its EGM
had approved the issuance of bonus shares,
in proportion of 1 Equity Share (having a face
value of INR 2/- each) for every 17 Equity Shares
held by an equity shareholder of the Company,
and subsequently the Board of Director of the
Company in its meeting held on June 14, 2024
allotted 2,62,70,100 Equity Share (having a face
value of INR 2/- each) in accordance with Section
63 of the Act.

Pursuant to the bonus issuance, the issued,
subscribed and paid-up equity share capital of the
Company increased from INR 30,90,600/- (Indian
Rupees Thirty Lacs Ninety Thousand Six Hundred)
divided into 15,45,300 Equity Shares of face
value of INR 2/- (Indian Rupees Two) each to INR
5,56,30,800/- (Indian Rupees Five Crores Fifty-Six
Lacs Thirty Thousand Eight Hundred) divided into
2,78,15,400 Equity Shares of face value of INR 2/-
(Indian Rupees Two) each.

D. Conversion of Compulsorily Convertible

Cumulative Preference Shares ("CCPSâ) into
Equity:

On December 19, 2024, the Company had
converted 2,90,597 outstanding Series A CCPS
into 2,39,22,450 Equity Shares. The conversion of
such CCPS into Equity Shares was on a ratio of 1
CCPS into 82.3217377 Equity Shares of face value
INR 2/- each.

Pursuant to conversion of the CCPS into Equity
Shares, the issued equity share capital of the
Company increased from INR 5,56,30,800/-
divided into 2,78,15,400 Equity Shares of face
value of INR 2/- each to INR 10,34,75,700/- divided
into 5,17,37,850 Equity Shares of face value of INR
2/- each and the issued, subscribed and paid-
up preference share capital of the Company was
reduced to Nil.

E. Fresh Issue of Equity Shares Initial Public
Offering (âIPOâ):

During 2024-25, the Company had issued and
allotted 32,24,299 Equity Shares of INR 2/- each,
at an issue price of INR 428.00 per fully paid-up
equity share (including a premium of INR 426
per equity share) pursuant to Initial Public Offer
as approved by the Board of Directors in their
meeting held on January 16, 2025.

The funds received pursuant to Public Issue,
have been utilized for the objects stated in the
prospectus.

Listing of Equity Shares of the Company:

During the period under review, your Company
had successfully completed its Initial Public
Offer (âIPO") of 1,63,09,766 Equity Shares of face
value INR 2/- each for cash at a price of INR 428

including a share premium of INR 426 per equity
share, aggregating up-to INR 6,98,05,80,000/-.
The offer comprises:

a. Fresh Issue of 32,24,299 equity shares of face
value of INR 2 each at a price of INR 428 per
equity share including a share premium of
INR 426 per equity share aggregating to INR
1,37,99,99,972/- and

b. An offer for sale of 1,30,85,467 equity shares
of face value of INR 2 each at a price of INR 428
per equity share including a share premium
of INR 426 per equity share aggregating to
INR 5,60,05,79,876/-.

The Company successfully completed the IPO
process, and Equity Shares of the Company were
listed on BSE Limited (âBSE") and National Stock
Exchange of India Limited (âNSE") on January 20,
2025.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has 5 (Five) subsidiaries including foreign subsidiary, 2 (Two) Step Down Subsidiary, 1 (One) Joint Venture and 1
(One) Associate Company as on March 31, 2025:

Sl. No.	Name of the Companies/LLP	Percentage of holding	Type
1	Laxmi Dental Lab USA INC	100.00	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	Kids-e-Dental LLP	60.00	Joint Venture
6	¹Diverse Dental Lab LLC	100.00	Step-Down Subsidiary
7	²Illusion Dental Lab USA INC	100.00	Step-Down Subsidiary
8	ECGPLUS Technologies Private Limited	41.70	Associate

''Subsidiary of Laxmi Dental Lab USA INC.

"Illusion Dental Lab USA INC, Wholly Owned Material Subsidiary of Laxmi Dental Lab USA INC.

Material subsidiary:

During the financial year 2024-25, Bizdent Devices Private Limited and Laxmi Dental Lab USA INC were material subsidiary
pursuant to Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI 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 formulated a policy for determining material subsidiaries. The policy is available on the website of the
Company at: https://www.laxmidentallimited.com/public/investors/policies/Determination-of-Material-Subsidiaries.pdf.

Further, no Company has become or ceased to be a subsidiary, joint venture or associate company of the Company during
2024-25.

Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the financial statements of the
Subsidiaries and Joint Venture 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 and
joint venture has been prepared and consolidated with the
Company and 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) and forms an integral part of this report.

The financial 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 [email protected].
The Company has placed separately, the audited accounts
of its subsidiaries on its website at www.laxmidentallimited.
com in compliance with the provisions of Section 136 of the
Act.

FINANCIAL STATEMENTS:

The financial statements of the Company have been prepared
in accordance with the Indian Accounting Standards (âInd
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 2024-25 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
March 31, 2025.

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA)
& ARTICLES OF ASSOCIATION (AOA):

ALTERATION OF MOA:

> During 2024-25, the shareholders of the Company
at their EGM held on June 07, 2024, had approved
an increase in Authorized Share Capital of the
Company, pursuant to said approval the Authorized
Share Capital of the Company was increased from
INR 14,46,00,000/- (Indian Rupees Fourteen Crores
and Forty Six Lacs) divided into 24,60,000 (Twenty

Four Lacs Sixty Thousand) Equity Shares having face
value of INR 10/- (Indian Rupees Ten Only) each and

3.00. 000 (Three Lacs) Preference Shares of INR 400/-
(Indian Rupees Four Hundred) to INR 25,00,00,000
(Indian Rupees Twenty-Five Crores Only) consisting of

1.30.00. 000 (One Crore Thirty Lacs) Equity Shares of
face value of INR 10/- (Indian Rupees Ten) each and

3.00. 000 (Three Lacs) Preference Shares of face value
of INR 400/- (Indian Rupees Four Hundred) each.

> Further in accordance with the provisions of Section
61(1)(d) of the Act, the shareholders passed a resolution
in its EGM held on June 07, 2024, approving the subÂ¬
division of the Equity Shares of the Company thereby
reducing the face value of each Equity Share having
face value of INR 10/- (Indian Rupees Ten) each fully
paid up in-to face value of INR 2 (Indian Rupees Two)
each fully paid up.

> The shareholders of the Company, at their EGM held on
June 18, 2024, has approved:

â¢ Change of name of the Company from Laxmi
Dental Export Private Limited to Laxmi Dental
Private Limited, thereby altering name Clause of
Memorandum of Association of the Company.

â¢ Conversion of the Company from a Private Limited
Company in to a Public Limited Company.

ALTERATION OF AOA:

> During 2024-25, the shareholders of the Company at
their EGM held on June 18, 2024, has approved:

â¢ Adoption of new set of AOA,

â¢ Inclusion of Investor Specific Articles in the
existing AOA

> The shareholders of the Company at their Annual
General Meeting held on September 07, 2024, has
approved amendment to AOA. By the said amendment
Clause 3 of the Preamble and Article 135 of the Part
A of the AOA was amended in order to align part
of the AOA with the IPO plan of Company. Further,
existing Part B of AOA, was replaced with new Part
B in order to incorporate various amendment made
in the Shareholders'' Agreement and amendment
agreements(s).

Further, all articles of Part B terminated and ceased
to have any force and effect from the date of receipt of
the final listing and trading approvals from the stock
exchanges for commencement of trading of the equity
shares of the Company.

EMPLOYEES'' STOCK OPTION PLANS ("ESOPSâ):

The Company has Employee Stock Option Plan namely
Laxmi Dental Stock Option Scheme, 2024'' (âESOP 2024â/
âSchemeâ)â. The said ESOP 2024 is in compliance with the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (hereinafter referred to as âSEBI SBEB &
SE Regulationsâ) and have also been ratified subsequently
by the shareholders through Postal Ballot, post listing of
shares, on May 17, 2025. The Nomination and Remuneration
Committee of the Board of Directors of the Company
inter alia, administers and monitors the ESOP 2024 of the
Company.

During the FY under review, the Nomination and
Remuneration Committee of the Board of Directors, at its
meeting held on December 13, 2024, has granted 3,51,672
(Three Lacs Fifty-One Thousand Six Hundred and Seventy-
Two) Employees Stock Options exercisable into not more
than 3,51,672 (Three Lacs Fifty-One Thousand Six Hundred
and Seventy-Two) Equity Shares of the Company of face
value of INR 2/- each fully paid-up, under the ESOP 2024, to
the option grantees.

The statutory disclosures as mandated under the Act and
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity), Regulations, 2021
(SBEB&SE Regulation) and a certificate from Secretarial
Auditors, confirming implementation of the Scheme in
accordance with SBEB&SE Regulations and Members
resolutions have been hosted on the website of the Company
at www.laxmidentallimited.com and the same will 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 March 31, 2025
can be accessed on the website of your Company at: www.
laxmidentallimited.com.

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. As on March 31, 2025 there were no
deposits lying 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.

Further, details of unsecured loan taken in previous year(s)
and outstanding as on March 31, 2025, are given in the notes
to the Financial Statements, as included in this Annual
Report.

The Director(s) have confirmed that money given by them is
not being given out of funds acquired by them by borrowing
or accepting loans or deposits from others and the Company.

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 Obligations and Disclosure
Requirements) Regulations, 2015 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 Obligations and
Disclosure Requirements) Regulations, 2015.

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 Companies
Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 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 Obligations and Disclosure Requirements)
Regulations, 2015, 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, (Unique
ID: 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 certification by Chief Executive Officer and Chief
Financial Officer as per Regulation 17(8) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015
is annexed herewith as Annexure - 5 and forms a 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 - https://www.laxmidentallimited.com/
corporate governance.

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 Obligations and
Disclosure Requirements) Regulations 2015 a declaration
signed by the Managing Director & CEO 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:

Since the Company got listed on January 20, 2025, and name
of the Company has not been in the list of top 1000 listed
entities based on market capitalization as on March 31,
2025, Business Responsibility and Sustainability Reporting
is not applicable to the Company for financial year 2024-25.

DIRECTORS, KEY MANAGERIAL PERSONNEL ("KMPâ)
AND SENIOR MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

The Board of Directors of the Company is led by the
Chairman and comprises of 6 (Six) Directors, consisting of

1 (One) Whole-time Director 1 (One) Managing Director, 1
(One) Non-Executive-Nominee Director and 3 (Three) NonÂ¬
Executive Independent Directors (including One (1) Woman
Independent Director).

The composition of Board of directors as on March 31, 2025
are as follows:

Name of Director	Designation
Rajesh Vrajlal Khakhar	Chairman and Whole-time director
Sameer Kamlesh Merchant	Managing Director
¹Sumona Chakraborty	Non-Executive, Nominee Director
Anjana Grewal	Non-Executive, Independent Director
Devesh Ghanshyam Chawla	Non-Executive, Independent Director
Rajesh Shashikant Dalal	Non-Executive, Independent Director

¹Sumona Chakraborty ceased to be nominee director w.e.f. closure
of business hours of June 06, 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 21^stAGM:

The following Director is proposed to be appointed at the
ensuing AGM, the brief details of which are mentioned in the
Notice of 21^st AGM forming part of this Annual Report:

Based on the recommendation of the Nomination and
Remuneration Committee, the Board has appointed Dr.
Anil Arora (DIN: 03469947) as an Additional Director in the
capacity of Non- Executive Non- Independent Director,
subject to approval of the Members of the Company.

Director retiring by rotation:

In accordance with the provisions of the Act, Sameer
Kamlesh Merchant (DIN: 00679893), Managing Director,
retires from the Board by rotation and being eligible and
offers himself for re-appointment. The Board recommends
the said re-appointment at the 21^st AGM. The Board of
Directors, based on the recommendation of the Nomination
and Remuneration Committee (âNRCâ) has recommended
his 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 (âSS-1â), 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 ("KMPâ):

In terms of Section 203 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 30 of SEBI Listing Regulations,
the KMP''s of the Company as on March 31, 2025 are:

Name of the KMP	Designation
Rajesh Vrajlal Khakhar	Whole-time director
Sameer Kamlesh Merchant	Managing Director
Sameer Kamlesh Merchant	Chief Executive Officer
Dharmesh Bhupendra	Chief Financial Officer
Dattani
Nupur Joshi	Company Secretary

Appointment and resignation of Key Managerial Personnel
(âKMPâ):

During the financial year under review:

> Kartik Shah has resigned from the position of Company
Secretary of the Company w.e.f. July 19, 2024.

> Nupur Joshi was appointed as the Company Secretary
and Compliance Officer of the Company w.e.f. July 20,
2024.

> Dharmesh Bhupendra Dattani was appointed as the
Chief Financial Officer of the Company w.e.f. July 20,
2024.

> Rajesh Vrajlal Khakhar (DIN: 00679903) was appointed
as Chairman and Whole-time director w.e.f. August 13,
2024.

> Sameer Kamlesh Merchant (DIN: 00679893) was
appointed as Managing Director & Chief Executive
Officer w.e.f. August 13, 2024.

Appointment and resignation of Senior Managerial

Personnel (âSMPâ):

The Senior Managerial Personnel (âSMPâ) of the Company

as on March 31, 2025 are:

Name of the SMP	Designation
Amrish Mahendrabhai	Vice-President, Head of
Desai	Operations, USA & India
Sarfaraz Nasir Merchant	Vice-President, Head of Operations of the domestic dental laboratory, laboratory division
Arun B. John	Vice-President, Sales of the aligner division

The details of the appointment and cessation of SMP are
provided in the Corporate Governance Report as annexed
herewith as Annexure - 3 and forms a part of this Annual
Report.

All members of the Board of Directors and Senior Management
Personnel affirmed compliance with the Company''s Code of
Conduct Policy for financial year 2024-25.

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 exist 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 duty 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 AND
REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

The Company on recommendation of its Nomination and
Remuneration Committee has laid down a Nomination and
Remuneration Policy in compliance with Section 178(3) of the
Act read with the Rules made therein and Regulation 19(4)
read with Part D of Schedute II of SEBI Listing Regutations
entered with the Stock Exchanges (as amended from time to
time). 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 Nomination and Remuneration Policy of the Company
for appointment and remuneration of Directors, Key
Managerial Personnel (âKMPâ) and Senior Management
Personnel including criteria for determining qualifications,
positive attributes, independence of a Director and other
matters provided under sub-section (3) of Section 178 of
the Companies Act, 2013 is available on the Company''s
website at: https://www.laxmidentallimited.com/corporate
governance/policies

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, 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: www.laxmidentallimited.
com.

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 21^st 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 22 (Twenty-Two) times in the
financial year 2024-25. The intervening gap between two
consecutive meetings was within the maximum period

mentioned under Section 173 of the Act, Secretariat
Standard on Meetings of the Board âSS-1â) and SEBI Listing
Regulations, as amended from time to time. The detailed
information on the meetings of the Board is inctuded in
the Corporate Governance Report which forms part of this
Annual Report.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD,
ITS 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 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
Nomination and Remuneration Committee in its meeting
held on December 13, 2024. The recommendations of the
Committee were subsequently considered by the Board at
its meeting held on December 13, 2024, 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 January 07, 2025.

The outcome of the performance evaluation as carried out
on the basis of the above mechanism was discussed by the
Nomination and Remuneration Committee 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 January 07, 2025.

COMMITTEES OF THE BOARD:

During the financial year under review, there were no change
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. domination and Remuneration Committee

c. Stakeholders'' Relationship Committee

d. Corporate Social Responsibility Committee

e. Initial Public Offer (âIPOâ) Committee

f. Committee of Independent Directors in connection with
Initial Public Offering (âIPOâ)

Note: ''After the end of the financial year and before the signing of
this report the Nomination and Remuneration Committee was reÂ¬
constituted. The details of such re-constitution was given in the
Corporate Governance Report.

The composition of various Committees and meetings held
is detailed below:

a. Composition of Audit Committee

The Board has constituted Audit Committee in
accordance with the provisions of Section 177 of the
Act and Regulation 18 of SEBI Listing Regulations.
The Audit Committee met 8 (Eight) times during the
financial year 2024-2025. 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 and forms a 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 has constituted a 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 2024-2025. 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 and forms a part of this
Annual Report.

c. Stakeholders Relationship Committee:

The Board had constituted a 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 2024-2025.

d. Corporate Social Responsibility Committee:

The Board has duly constituted Corporate Social
Responsibility (âCSRâ) Committee. Further, Section 135
of the Act and rules made thereunder are not applicable
to the Company 2024-25, therefore the Company was
not required to undertake CSR activities and spend
amount toward CSR activities.

During the financial year under review, no 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 and forms
a part of this Annual Report.

e. Initial Public Offer (âIPO") Committee:

As the Company came up with the Initial Public Offering
(IPO), the Board has constituted a IPO Committee to
oversee the execution of the Company''s IPO process.
During financial year 2024-25, 2(Two) meetings as on
September 12, 2024 and January 10, 2025 of the IPO
Committee were held.

The composition and other details of the Committee
are given in the Corporate Governance Report as
annexure herewith as Annexure - 3 and forms a part of
this Annual report.

The equity shares of the Company got listed on the
Stock Exchanges on January 20, 2025, the purpose of
the IPO Committee was duly achieved and accordingly
the committee was dissolved by the Board of Directors
in their meeting held on February 13, 2025.

f. Committee of Independent Directors in connection
with Initial Public Offering (IPO):

Pursuant to the requirement of SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018,
the Board constituted the Committee of Independent
Directors to provide a recommendation in the price
band in connection with the Offer in the IPO.

The composition and other details of the Committee
are given in the Corporate Governance Report as
Annexure - 3 and forms a part of this Annual report.

AUDITORS:

a) Statutory Auditors and Statutory Auditorâs Report:

M/s M S K A & Associates, Chartered Accountants
(Firm''s Registration No.: 105047W), the Statutory
Auditors of the Company were re-appointed at the
20^th Annual General Meeting (AGM) of the Company
held on September 07, 2024, for the term of 5 (Five)
consecutive years from the conclusion of 20^th AGM till
the conclusion of 25^th 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 2024-25.

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 financial
year 2024-2025. The Secretarial Audit Report, in the
prescribed Form No. MR-3 received from Secretarial
Auditors for the financial year ended March 31, 2025,
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 March 31,2025, 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
March 31, 2025 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 2024-25 pursuant to Regulation
24A (2) of the SEBI Listing Regulations. The Annual
Secretarial Compliance Report for the financial year
ended March 31, 2025 has been submitted to the Stock
Exchanges on May 30, 2025 and the said report may be
accessed on the Company''s website at the link www.
laxmidentaUimited.com.

Further, pursuant to SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment)
Regulations, 2024 dated December 12, 2024, the Board
of Directors have approved and recommended to the
shareholders the appointment of M/s. M Jawadwala
& Co, Peer Reviewed Firm of Practicing Company
Secretaries, (Membership No.: - A30840/C.P. No.: -
16191) (Peer Review: - 5317/2023) as the Secretarial
Auditors of the Company for a term of 5 (Five)
consecutive years commencing from 2025-26 to 2029Â¬
30. The resolution seeking approval of shareholders for
the same is set out in the Notice calling the 21^st Annual
General Meeting of the Company.

M/s. M Jawadwala & Co, have consented to the said
appointment and confirmed that their appointment, if
made, would be within the limits specified in the Act &
Rules made thereunder and SEBI Listing Regulations,
2015 and as given in SEBI Circular No.: SEBI/ HO/
CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,
2024. They have further confirmed that they are not
disqualified to be appointed as Secretarial Auditors

in terms of disqualifications in terms of provisions of
the Act & Rules made thereunder and SEBI Listing
Regulations.

d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act
and read with Companies (Accounts) Rules, 2014, M/s.
Bathiya & Associates LLP, Chartered Accountants
(FRN.101046W/W100063) were appointed as the
Internal Auditors to conduct the internal audit of the
Company for 2024-25. The Audit Committee considers
and reviews the Internal Audit Report submitted by the
Internal Auditors on a quarterly basis.

MAINTENENCE OF THE COST RECORDS:

For 2024-2025, 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. As per Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014 the
Company was not required to maintain cost records for the
financial year 2024-2025.

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 Director. Hence, there is nothing to report
under Section 134(3)(ca) of the Act.

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 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.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH
RELATED PARTIES:

The Company has formulated a Policy on related party
transactions in accordance with the provisions of Sections
177 and 188 of the Act, and Rules made thereunder read
with Regulation 23 of SEBI Listing Regulations and the same
is available on the website of the Company at https://www.
laxmidentallimited.com/public/investors/policies/Related-
Party-Transaction-Policy.pdf. The 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 2024-25.

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:

There are no material changes and commitments affecting
the financial position of the Company which had occurred
between the end of the financial year and the date of this
Annual Report.

RISK MANAGEMENT:

The Board of Directors of your Company have identified
industry specific risk and other external, internal, political
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.

The Risk Management Policy of the Company is available
on the website and can be accessed at: https://www.
laxmidentallimited.com/corporate governance/policies

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
organization. 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 Vigil Mecha nism Policy to enable 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 victimization, for whistle blowing in good
faith.

Details of establishment of the Vigil Mechanism Policy
is available on the Company''s website at https://www.
laxmidentallimited.com/corporate governance/policies 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 Company has constituted Corporate Social Responsibility
(âCSR") Committee in compliance with the provisions of
Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014. At present, the CSR
Committee of the Board consists of Rajesh Vrajlal Khakhar
(Chairman and Whole-time director), Sameer Kamlesh
Merchant (Managing Director & CEO) and Anjana Grewal
(Independent Director) as the Members.

Further, Section 135 of the Act and rules made thereunder
are not applicable to the Company for the financial year 2024Â¬
25, therefore the Company was not required to undertake
CSR activities and spend amount toward CSR activities.

The CSR policy formulated by the Company is available on the
Company''s website: https://www.laxmidentallimited.com/
public/investors/policies/Corporate-Social-Responsibility-
Policy.pdf

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 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 POSH Policy is also placed on the Company''s
website - https://www.laxmidentallimited.com/public/
investors/policies/Prevention-of-Sexual-Harassement-
Policy.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 (âICC") 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 21^st 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 cutÂ¬
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 has developed and maintained its fully
functional website www.laxmidentallimited.com which has
been designed to exhibit the detailed information on the
Company''s business. The site carries a comprehensive
database of information of the Company from investor''s
perspective too. All the mandatory information and
disclosures as per the requirements of the Companies
Act, 2013, Regulation 46 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and also
the non-mandatory information of investors'' interest /
knowledge has been duly provided on the website of the
Company.

PREVENTION OF INSIDER TRADING:

The Company has amended the Code of Conduct for
Prohibition of Insider Trading (âthe Code") effective
February 13, 2025 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.laxmidentaUimited.com/public/investors/

policies/Code-of-Conduct-for-Insider-Trading.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
trainings and awareness programmers were conducted
to make the employees familiar with Code of Conduct for
Insider Trading and UPSI Policy of the Company.

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 Utilization 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 utilized for the objects stated in the prospectus.

The details of utilization of issue proceeds of the IPO
is submitted to the Stock Exchanges and are available
on their websites. As on March 31, 2025, there was
no material variation between projected utilization of
funds in the Offer document and the actual utilization
of funds.

The following table sets forth details of the utilization of the Net Proceeds:

Object for utilization of Net Proceeds	Total estimated amount/ expenditure to be funded from the Net Proceeds of IPO (In Million)	Fund utilized as on March 31,2025 (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	-
Funding the capital expenditure requirements for purchase of new machinery for our Company	435.07	7.43
Investment in our Subsidiary, Bizdent Devices Private Limited, for the capital expenditure requirements for the purchase of new machinery	250.04
General corporate purposes	320.75	94.10

I n accordance with the requirements of SEBI (ICDR) Regulations, 2018 the Company has appointed ICRA Limited as
Monitoring Agency for review and certification of utilization 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
(âICSIâ) 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 Director,
General Meetings and other matters related thereto and
have devised proper systems to ensure the compliance of
applicable Standards.

INDUSTRIAL RELATIONS:

The industrial relation during the financial year 2024-25 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 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 provide 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
ensures 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 21^stAGM of the Company including the Annual Report for the
financial year 2024-25 are 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 comes 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.

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 Limited

(Formerly Known as âLaxmi Dental Export Private Limited")

Rajesh Vrajlal Khakhar Sameer Kamlesh Merchant

Whole-time Director Managing Director

DIN:00679903 DIN:00679893

Date: August 29, 2025
Place: Mumbai

Mar 31, 2024

Your directors have the pleasure in presenting the 20^th (Twentieth) Annual Report on the business and operations of the Company, together with the audited financial statements of your Company for the year ended March 31, 2024.

1. Financial Summary or Performance of the Company:

(? in Million)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1393.88	1257.71	1935.55	1616.31
Other Income	52.94	76.16	17.09	22.13
Total Income	1446.82	1333.87	1952.64	1638.44
Profit before Depreciation, Finance Costs, Tax and Exceptional items	165.61	137.12	254.99	111.77
Less: Depreciation and amortization expenses	91.21	94.01	119.36	109.94
Less: Finance Cost	42.17	37.47	49.54	40.94
Less: Exceptional Item	-	-	0.85	3.50
Profit Before Tax	32.23	5.64	85.24	(42.61)
Less: Tax Expense	(104.20)	0.03	(94.17)	1.88
Share in Profit after Tax of Joint Venture	90.67	8.55	88.88	6.02
Profit/(Loss) After Tax for the year from continuing operations	227.10	14.16	268.29	(38.47)
Loss Before Tax from Discontinuing Operations	-	-	(16.00)	(3.16)
Profit/(Loss) for the year	227.10	14.16	252.29	(41.63)
Total Comprehensive Income	230.95	17.07	250.89	(40.82)

(The name of the Company has been changed from Laxmi Dental Exports Private Limited to Laxmi Dental Private Limited and further from Laxmi Dental Private Limited to Laxmi Dental

Limited with Corporate Identity Number: U51507MH2004PLC147394 with effect from August 02, 2024 consequent upon conversion to Public Company)

2. Results of business operations and the state of company''s affairs

i. Standalone performance

During the financial year, the Company has prepared its accounts under Indian Accounting Standards ("Ind AS") and previous year figures have been reinstated accordingly. The Company on a standalone basis has reported total income of ? 1,446.82 Million against ? 1,333.87 Million in the previous financial year. The profit (after tax) stood at ? 227.10 Million against ? 14.16 Million in the previous financial year.

ii. Consolidated Performance

During the financial year, the Company on a consolidated basis has reported total income of ? 1,952.64 Million against ? 1,638.44 Million in the previous financial year. The profit (after tax) stood at ?252.29 Million against ? (41.63) Million in the previous financial year.

The Company''s financial performance for the year 2023-24 shows good improvement compared to the previous year. On a standalone basis, revenue from operations increased by 10.83% to ?1,393.88 million in FY 2023-24 from H,257.71 million in FY 2022-23, while profit after tax rose substantially to ? 227.10 million in FY 2023 - 24 from ? 14.16 million in FY 2022-23. On a consolidated basis, revenue from operations grew by 19.75% to ?1,935.55 million in FY 2023-24 from ? 1,616.31 million in FY 2022-23, with profit/(loss) for the year improving to ? 252.29 million in FY 2023-24 from a loss of ?(41.63) million in FY 2022-23.

These year-on-year comparisons demonstrate the Company''s strong growth momentum and improving financial health.

State of Company''s Affairs and Operations

We Laxmi Dental Limited (Formerly Known as "Laxmi Dental Export Private Limited") have a brand presence of more than 20 years and we are amongst the top two largest dental laboratories in India based on revenue for the Fiscal 2023. 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 March 31, 2023. We manufacture our dental products across our six manufacturing facilities and five supporting facilities spread across more than 1,00,000 square feet as of March 31, 2024.

We are amongst the top two largest dental laboratories in India based on revenue for Fiscal 2023. Our laboratory has an extensive brand presence of more than 20 years 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 2023 catering to domestic markets and international markets including USA, UK and Europe. Among the Indian dental labs, we are the largest exporter in terms of export value as of December, 2023, for custom made dental prosthesis, catering primarily to US and UK. We are the preferred partner for one of the largest DSO in the USA with more than 1,650 clinics in the USA . Having evolved from a two-member dental laboratory to an integrated dental products company, we now have a legacy of 20 years in the dental laboratories business with a reach of over more than 20,000 dental clinics, dental companies and dentists between Fiscals 2022 to 2024 ("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%. Ihe Indian dental laboratories market is characterised by the presence of fragmented and unorganized 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 unorganized dental products and consumables market to organized and consolidated market dominated by companies focusing on quality, operational efficiency, and consumer experience.

3. Change in nature of business

During the year, there was no change in the nature of business of the Company and the Company continues to focus on improving its operational efficiencies.

4. Declaration of Dividend

To conserve the resources of the company, your Director''s do not recommend any dividend for the financial year ended on March 31, 2024.

5. Amount Transferred to Reserves

During the period under review no amount is proposed to be carried to any reserve account from profit and loss account.

6. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the financial year 2023-2024.

7. 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 Companies Act, 2013 read with the Companies Accounts Rules, 2014 for the FY 2023-24.

The standalone and consolidated financial statements up to year ended March 31, 2023 were prepared in accordance with the accounting standards notified under the section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 ("Indian GAAP" or "Previous GAAP"). These standalone and consolidated financial statements for the year ended March 31, 2024 are the first set of financial statements prepared in accordance with Ind AS. The date of transition to Ind AS is April 01, 2022.

The standalone financial statements for the year ended March 31, 2023 and the opening Balance Sheet as at April 01, 2022 have been restated in accordance with Ind AS for comparative information. Reconciliations and explanations of the effect of the transition from previous GAAP to Ind AS on the Balance Sheet, Statement of Profit and Loss (including Comprehensive Income) and Cash Flow Statement are provided in the financial statements. Accounting policies have been consistently applied to all the years presented except where a newly issued accounting standard is initially adopted or a

revision to an existing accounting standard requires a change in the accounting policy thereto in use.

The Guidance Note on Division II - Schedule III to the Companies Act, 2013 issued by the Institute of Chartered Accountants of India ("ICAI") has been followed in so far.

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 year ended March 31, 2024.

8. Revision of Financial Statement

There was no revision of the financial statements for the year under review.

9. Subsidiaries, Joint ventures and Associate companies

Our Company''s Subsidiaries, Joint Venture and Associates as furnished in Annexure- A and attached to this report.

10. Particulars of Loans to Directors, Subsidiary Companies as Interested Companies of Director under Section 185 of Companies Act, 2013.

During the financial year 2023-2024 under review, the Company had not granted any loans to any Directors of the Company.

The Company had advanced loans to Interested Entities of the Directors, in compliance of Seciont 185 of Companies Act, 2013 by passing Special Resolution in Extra-Ordinary General Meeting ("EGM") of the Company and not granted any loan - secured or unsecured to companies, firms, limited liability partnership or other parties covered in the register maintained under the Companies Act 2013 during the year.

11. Share Capitali. Authorised Share Capital:

As on March 31, 2024, the Authorised Share Capital of the Company was Rs. 14,46,00,000 (Rupees Fourteen Crore Forty Six Lakhs only) divided into 24,60,000 Equity Shares of 10/- each (Rupees Ten only) aggregating upto Rs. 2,46,00,000 (Two Crore Forty Six lakhs Only) and 3,00,000 (Three lakhs) Series A Compulsory Convertible

Preference Shares with voting rights of Rs. 400/- (Rupees Four Hundred only) each aggregating upto Rs. 12,00,00,000 (Rupees Twelve Crores Only).

ii. Paid-up Share Capital:

As on March 31, 2024, the paid-up equity share capital of the Company was Rs. 11,93,17,940 (Rupees Eleven Crores Ninety Three Lakhs Seventeen Thousand Nine Hundred and Forty Only) divided into 3,07,914 (Three Lakh Seven Thousand Nine Hundred and Fourteen) Equity Shares of Rs. 10/- each (Rupees Ten only) aggregating upto Rs. 30,79,140 (Thirty lakh Seventy Nine Thousand One Hundred and Forty) and 2,90,597 (Two Lakh Ninety Thousand Five Hundred and Ninety Seven) Compulsory Convertible Preference Shares ("CCPS") with voting rights of ?. 400/- (Rupees Four Hundred only) each aggregating upto Rs. 11,62,38,800 (Rupees Eleven Crore Sixty Two lakhs Thirty Eight Thousand and Eight Hundred Only).

iii. Change in Conversion Ratio:

The Company has One (1) foreign investor, Orbimed Asia II Mauritius Limited (surviving entity pursuant to amalgamation of OrbiMed Asia II Mauritius FDI Investments Limited) who had invested in the Company in 2015 and initially acquired 100 equity shares of face value of INR 10 each and 2,90,597 Series A Compulsorily Convertible Preference Shares of face value of INR 400 each ("CCPS") and pursuant to the sub-division and bonus issuance on the equity shares of the Company, it currently holds 9,000 equity shares having face value of INR 2 each and 2,90,597 CCPS of INR 400 each. In light of the above mentioned sub-division and the bonus issuances undertaken by the Company, please note that the conversion ratio of the CCPS shall stand adjusted as per the terms of the CCPS, such that each CCPS will now convert into 82.3217377 equity shares of face value of INR 2 each, in compliance with the Foreign Exchange Management Act, 1999 and the extant rules thereunder, including Rule 21 of the Foreign Exchange Management (Non-Debt-Instruments) Rules, 2019 ("NDI Rules"). Further, please note that the shareholding percentage of the foreign investor in the Company, on a fully diluted basis, shall continue to remain the same (refer Annexure 1 for shareholding pattern of the Company).

There was no change or alteration in the Share Capital of the Company, during the financial year ended 31st March, 2024.

Significant Changes in Share Capital before the Annual General Meeting of the Company

i. Increase in Authorised Share Capital of the Company

The Company in its Extra Ordinary General Meeting dated June 07, 2024 increased the Authorised Share Capital of the Company from Rs. 14,46,00,000 (Rupees Fourteen Crores and Forty Six Lakhs only) divided into 24,60,000 (Twenty Four Lakhs Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each and 3,00,000 (Three Lakhs) Preference Shares of Rs. 400/- (Rupees Four Hundred only) each to Rs. 25,00,00,000/- (Rupees Twenty Five crores only) divided into 1,30,00,000 (One Crore and Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and 3,00,000 (Three Lakhs) Preference shares of ? 400/- (Rupees Four Hundred only).

ii. Sub-Division of Shares

The Company in its Extra Ordinary General Meeting dated June 07, 2024, approved the Sub-division of Equity shares of the company having face value of Rs. 10/- each into equity shares having face value of Rs. 2/- each. Consequently, the Paid up Share Capital of the Company is 15,45,300 (Fifteen Lakhs Forty Five Thousand and Three Hundred) Equity Shares of Rs. 2/- (Rupees Two Only) each aggregating upto Rs. 30,90,600 (Thirty Lakhs Ninety Thousand and Six Hundred).

iii. Bonus Issue of Shares

The Board of Directors at their meeting held on May 14, 2024, approved the allotment of 2,62,70,100 (Two Crore Sixty Two Lakh Seventy Thousand and One Hundred Only) fully paid up bonus equity shares of the Company, in proportion of 1 (One) equity share for every 17 (Seventeen) existing fully paid up equity shares held by the existing members/the allottee''s including the details as mentioned below, whose name appears as on the record date i.e. June 14, 2024.

The issue of bonus equity shares shall result in increase in paid-up share capital of the Company, in the below manner:

The Paid-up share capital of the Company is Rs.17,18,69,600 (Rupees Seventeen Crore Eighteen Lakh Sixty Nine Thousand Six Hundred Only) divided into 2,78,15,400 (Two Crore Seventy Eight Lakh Fifteen Thousand Four Hundred) Equity Shares of Rs. 2/- each (Rupees Two only) aggregating upto Rs. 5,56,30,800 Equity

Shares of Rs. 2/- each (Rupees Two Only) and 2,90,597 Compulsory Convertible Preference Shares with voting rights of Rs. 400/- (Rupees Four Hundred only) each aggregating upto Rs. 11,62,38,800 (Eleven Crore Sixty Two Lakh Thirty Eight Thousand Eight Hundred).

12. Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees as on ¹March 31, 2024.

13. Change in registered office of the company

There is no change in nature of business during the period under review.

14. Insurance

The Company has adequately insured the Company''s Properties.

15. Deposits

The Company has not accepted any deposits during the year in terms Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earning, and outgo as required under section 134 (3) (m) of the companies act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure -B" and is attached to this report.

17. Composition & Constitution of Board of Directors:

As on March 31, 2024 the Board of your Company comprises of following Seven Directors.

Sr.no	Name of Directors	DIN Numbers
1	Rajesh Vrajlal Khakhar	00679903
2	Sameer Kamlesh Merchant	00679893
3	Jigna Rajesh Khakhar¹	01044469
4	Amrish Mahendrabhai Desai¹	00382796
5	Parag Jamnadas Bhimjiyani¹	00382868
6	Hasmukh Vrajlal Khakhar¹	00383038
7	Sumona Chakraborty#	09597426

# During the Financial Year Mrs. Sumona Chakraborty (DIN: 09597426) was appointed as an additional director of the company with effect from August 30, 2023, and appointed as Director in Annual General Meeting w.e.f. September 21, 2023, Further, Mr. Sunny Sharma has resigned from the post of director of the company with effect from 28^th August, 2023.

Subhash & Associates Chartered Accountants to hold office as Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting.

Further, your Directors recommend appointment of M/s. MSKA and Associates, Chartered Accountants, Mumbai, (FRN - 105047W) for period of 5 years to hold office from the ensuing Annual General Meeting till the conclusion of 24^th Annual General Meeting to be held for the financial year 2028-2029 to audit financial accounts of the Company for the financial year 31.03.2024 and from 01.04.2024 till 31.03.2029.

Further, they have, under section 139(1) of the Act and the rules framed there under furnished a certificate of their eligibility and consent for appointment.

ii. Auditor''s report on Emphasis of Matter paragraphs with respect to auditor reports issued dated September 3â 2024 on the IND AS Standalone and Consolidated Financial Statements of the Group and its jointly controlled entity as at and for the year ended March 31, 2024.

There are no qualification or any adverse remark against our company except the following amount outstanding for a period of more than nine months for one of its related party.

As at March 31, 2024, the Company had trade receivable outstanding from one of it''s related parties amounting to INR 151.34 million ( March 31, 2023 : INR 128.39 million) including foreign currency receivable amounting to INR 64.97 million (31 March 2023 : INR 43.12 million) outstanding for a period of more than nine months. This has resulted in non-compliances of various regulations, circulars and notifications issued under the Foreign Exchange Management Act, 1999 ("FEMA Regulations"), which require the receivables to be settled within 9 months. However, subsequent to March 31, 2024 the Company has collected entire balance outstanding for a period more than 9 months as on March 31, 2024. The aforesaid amount has been eliminated as a consolidation adjustment at the Group level since the amount receivable was from a Foreign Subsidiary of the Holding Company.

The management is in the process of evaluating and regularizing the requisite compliances under FEMA Regulations and the company is in process of filling application before its AD Category -I banks. Accordingly, the consequential impact on the financial statements is not ascertainable at present.

iii. Cost Auditor

The provision of maintenance of cost audit records and filing the same is not applicable to the Company.

iv. Secretarial Auditors

The provisions of section 204 of the Companies Act, 2013 relating to submission of Secretarial Audit Report is not applicable to the Company

v. Internal Auditors

The provisions of section 138 of the Companies Act, 2013 relating to conduct the internal audit is not applicable to the Company.

20. Directors'' responsibility statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual accounts for year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as on March 31, 2024 and of the profit and loss of the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operational effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Corporate Social Responsibility ("CSR") Policy:

The Company has not developed and implemented any policy on Corporate Social Responsibility initiatives as the provisions of section 135 of Companies Act, 2013 are not applicable to the Company.

22. Company s policy relating to director''s appointment, payment of remuneration and

discharge of their duties

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

23. Remuneration of employees:

The Company had no employee during the year covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. Disclosure under 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''PoSH¹) and Rules made thereunder that provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity. All employees whether permanent/contractual/temporary/ trainees are

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The composition of Internal Complaints Committee is as below:

Sr. No.	Name	Designation
1.	Sonal Shingare	Presiding officer
2.	Samata Gwalani	Member
3.	Ashwini Gawande	Member
4.	Dattatray Bansode	Member

25. Website

The Company has developed and maintained its fully functional website www.laxmidentallimited.com which has been designed to exhibit the detailed information on the Company''s business.

26. Particulars of Contracts or Arrangements entered with Related Parties

The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

All transactions with related parties during FY 2023-24 were reviewed and approved by the Board of Directors and were at Arm''s Length Price (ALP) and in the Ordinary Course of Business (OCB).

Pursuant to the third proviso of Section 188(1) of the Act, the compliance with the provisions of Section 188(1) is not applicable, where all related party transactions are carried out in the OCB and under ALP basis. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in form AOC-2 is not applicable to the Company for FY 2023- 24.

27. Board Meeting:

During the Financial Year 2023-2024, ten meetings of the Board of Directors of the company were held. Followings are the dates of board meetings which were held during FY 2023-24,

Sr. No	Date of Meeting of Board (DD/MM/YYYY)	Total Number of directors associated as on the date of meeting	No of Directors present at the meeting
1	17.04.2023	7	3
2	07.06.2023	7	3
3	16.06.2023	7	3
4	30.06.2023	7	3
5	30.08.2023	7	4
6	30.09.2023	7	3
7	10.10.2023	7	3
8	16.11.2023	7	3
9	26.12.2023	7	3
10	01.03.2024	7	3
11	23.03.2024	7	3

Details of attendance of Directors at the Meeting of Board of Directors is mentioned below:

Sr. No	Name of Director	No of Meeting eligible to attend	No of Meetings attended
1.	Rajesh Vrajlal Khakhar	11	11
2.	Sameer Kamlesh Merchant	11	10
3.	Jigna Rajesh Khakhar	11	02
4.	Amrish Mahendrabhai Desai	11	01
5.	Parag Jamnadas Bhimjiyani	11	01
6.	Hasmukh Vrajlal Khakhar	11	04
7.	Sunny Sharma	03	03
8.	Sumona Chakraborty	06	02

28. Annual return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014

29. Internal Financial Control

The Company has adequate internal financial control systems commensurate with its nature of business and size of the operations of the Company including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and to monitor and ensure compliance with applicable laws, rules and regulations.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. The Company''s internal audit process covers all significant operational areas and reviews the Process and Control. The Internal Auditor has authority to verify whether the policies and procedures, including financial transactions, are carried out in accordance with defined processes and variations and exceptions (if any) are justified and reported properly.

The company''s internal control system has been established on values of integrity and operational excellence. The company''s internal control systems are periodically tested. Significant findings are brought to the notice of the Board and corrective measures recommended for implementation. This formalized system internal control facilitates effective compliance of Section 138 of the Companies Act, 2013.

30. Particulars of Loans given. Investments made. Guarantees given and Securities

provided under Sec 186 of Companies Act, 2013.

During the year under review, tire 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 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose and are appended in notes to the financial statements.

31. Material changes and commitment if any affecting the financial position of the

company occurred between the end of the financial year to which this financial statement relate and the date of the report

i) Conversion of the Company from Private Limited to Public Limited:

The Company proposed to undertake an initial public offer of its equity shares by way of fresh issue and offer for sale of Equity Shares by certain existing shareholders of the

Company (the "Offer for Sale" and such shareholders, the "Selling Shareholders"; the Offer for Sale together with the Fresh Issue, the "Offer" or the "IPO") and listing of the Equity Shares on one or more of the stock exchanges. In order to undertake the Offer, the Company was required to be converted into a public limited company from a private limited company in accordance with the applicable provisions of the Companies Act, 2013, to the extent notified and as amended, and the rules made thereunder (the "Companies Act").

Accordingly, the Board of Directors and shareholders vide special resolution passed by the of the Company at the Extra-ordinary General Meeting held on June 17, 2024 and June 18, 2024, respectively, resolved to convert status of the Company from Private Limited Company to a Public Company limited by shares, by deletion of the word "Private" in the name of the Company pursuant to Section 14 and other applicable provisions of the Companies Act, 2013 i.e. from Laxmi Dental Private Limited to Laxmi Dental Limited.

Further, pursuant to the application made vide form INC- 27 dated July 31, 2024, to the Ministry of Corporate Affairs ("MCA") for conversion of status from Private Limited to Public Limited, the Company has received Certificate of Incorporation dated August 2, 2024 from MCA i.e. ROC, CPC, consequent upon conversion to Public Limited, accordingly the name of the Company stand changed from Laxmi Dental Private Limited to Laxmi Dental Limited with Corporate Identity Number : U85110WB2005PLC102265

ii) Sale of business division

The e Group''s business division in USA, i.e., "Alvy Dental Supply" which is primarily

engaged in the business of Dental Laboratories, Dental Consumables and Dental

Machinery. The Group entered into a Contract for Sale of Business dated 16 August,

2024 to sell this business division.

iii) ESOP scheme 2024

The Board of Directors approved the "ESOP Scheme 2024" on August 09, 2024.

iv) Sale of property

The Group vide agreement dt: May 07, 2024 sold the property situated at 105/106/107, Shreyas Industrial Estate to M/s Siddhileela Properties for total consideration of INR 101 millions.

32. Disclosure of composition of audit committee and providing vigil mechanism

Since, the Company is an unlisted Company, does not accept deposits from public and has not borrowed money from banks and public financial institutions in excess of fifty crore rupees, the Company is not required to establish a Vigil Mechanism.

33. Statement concerning development and implementation of risk management policy of

the company

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

34. Compliance with applicable Secretarial Standards:

The Board of Directors affirms that the Company has complied with applicable Secretarial Standards (SS) - SS-1: Meeting of the Board of Directors and SS-2: General Meetings issued by the Institute of Company Secretaries of India which have been mandatory applicable during the year under review.

35. Human Resources:

The well-disciplined workforce which has served the company for several years lies at the very foundation of the company''s major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted employee training at periodic intervals. The company has

always recognized talent and has judiciously followed the principle of rewarding performance.

36. Significant and material orders passed by the regulators or courts or tribunals

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

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Acknowledgement

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and co-operation extended to the Company by all valued customers, banker and various departments of government and local authorities.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts and spirit of dedication shown by the Company employees, officers and the executives at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the Year under review.

Further, Mrs. Jigna Rajesh Khakhar (01044469), Mr. Parag Jamnadas Bhimjiyani (00382868), Mr. Fiasmukh Vrajlal Khakhar (00383038), and Mr. Amrish Mahendrabhai Desai (00382796) have resigned from the post of director of the company with effect from 20^th April, 2024 and 27^th April, 2024 Respectively. The board expresses their appreciation for their valuable contributions during their tenure as the director of the company.

18. Declaration of independent directors

The provisions of Section 149 of the Companies Act, 2013 pertaining to the appointment of Independent Directors do not apply to our Company as on 31^st March 2024.

19. Auditors and Their Reports

i. Statutory Auditors and their report:

During the year under review, M/s. MSKA and Associates, Chartered Accountants, Mumbai, (FRN - 105047W) was appointed as statutory auditor of the Company w.e.f. 27^th March 2024 to fill the casual vacancy caused by the resignation of M/s. Abhay

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Directors Report of Laxmi Dental Ltd.

KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

RESULTS OF BUSINESS OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

i. Standalone performance

ii. Consolidated performance

STATE OF COMPANY''S AFFAIRS AND OPERATIONS:

CHANGE IN THE NATURE OF BUSINESS:

DIVIDEND:

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOREDUCATION AND PROTECTION FUND:

AMOUNT TRANSFERRED TO RESERVES:

SHARE CAPITAL:i) Authorized Share Capital:

ii) Paid Up Share Capital:

C. Issuance of Bonus Shares:

D. Conversion of Compulsorily Convertible

Cumulative Preference Shares ("CCPSâ) intoEquity:

E. Fresh Issue of Equity Shares Initial PublicOffering (âIPOâ):

Listing of Equity Shares of the Company:

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Material subsidiary:

FINANCIAL STATEMENTS:

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA)& ARTICLES OF ASSOCIATION (AOA):

ALTERATION OF MOA:

ALTERATION OF AOA:

EMPLOYEES'' STOCK OPTION PLANS ("ESOPSâ):

PUBLIC DEPOSITS:

PARTICULARS OF LOANS ACCEPTED FROM DIRECTORSOR RELATIVES OF DIRECTORS:

CONSERVATION OF ENERGY, RESEARCH ANDDEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO:

CORPORATE GOVERNANCE:

CODE OF CONDUCT:

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT:

DIRECTORS, KEY MANAGERIAL PERSONNEL ("KMPâ)AND SENIOR MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

Appointment/Re-appointment to the Board at the 21stAGM:

Director retiring by rotation:

KEY MANAGERIAL PERSONNEL ("KMPâ):

Appointment and resignation of Key Managerial Personnel(âKMPâ):

Appointment and resignation of Senior Managerial

Personnel (âSMPâ):

Declaration by Independent Directors:

COMPANY''S POLICY ON APPOINTMENT ANDREMUNERATION OF DIRECTORS, KEY MANAGERIALPERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

PARTICULARS OF EMPLOYEES AND MANAGERIALREMUNERATION:

ANNUAL RETURN:

DIRECTORS'' RESPONSIBILITY STATEMENT:

NUMBER OF MEETING OF THE BOARD:

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD,ITS COMMITTES AND OF INDIVIDUAL DIRECTORS:

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

COMMITTEES OF THE BOARD:

a. Composition of Audit Committee

b. Nomination and Remuneration Committee:

c. Stakeholders Relationship Committee:

d. Corporate Social Responsibility Committee:

e. Initial Public Offer (âIPO") Committee:

f. Committee of Independent Directors in connectionwith Initial Public Offering (IPO):

AUDITORS:

a) Statutory Auditors and Statutory Auditorâs Report:

b) Cost Auditors:

c) Secretarial Auditors and Secretarial Audit Report:

d) Internal Auditors:

MAINTENENCE OF THE COST RECORDS:

DETAILS IN RESPECT OF FRAUD REPORTED BYAUDITORS:

INTERNAL FINANCIAL CONTROLS AND THEIRADEQUACY:

CORPORATE SOCIAL RESPONSIBILITY:

DISCLOSURE AS PER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

E-VOTING FACILITY AT AGM:

WEBSITE

PREVENTION OF INSIDER TRADING:

DISCLOSURES AS PER APPLICABLE PROVISIONS OFCOMPANIES ACT, 2013 / SEBI (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

i) Risk Analysis:

ii) Disclosure relating to material deviations/ variationsand Utilization of Issue Proceeds:

ACKNOWLEDGEMENT:

For Laxmi Dental Limited

(Formerly Known as âLaxmi Dental Export Private Limited")

Rajesh Vrajlal Khakhar Sameer Kamlesh Merchant

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TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

SHARE CAPITAL:
i) Authorized Share Capital:

Cumulative Preference Shares ("CCPSâ) into
Equity:

E. Fresh Issue of Equity Shares Initial Public
Offering (âIPOâ):

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA)
& ARTICLES OF ASSOCIATION (AOA):

EMPLOYEES'' STOCK OPTION PLANS ("ESOPSâ):

PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS
OR RELATIVES OF DIRECTORS:

CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

DIRECTORS, KEY MANAGERIAL PERSONNEL ("KMPâ)
AND SENIOR MANAGERIAL PERSONNEL:

Appointment/Re-appointment to the Board at the 21^stAGM:

KEY MANAGERIAL PERSONNEL ("KMPâ):

Appointment and resignation of Key Managerial Personnel
(âKMPâ):

Personnel (âSMPâ):

COMPANY''S POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

PARTICULARS OF EMPLOYEES AND MANAGERIAL
REMUNERATION:

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD,
ITS COMMITTES AND OF INDIVIDUAL DIRECTORS:

e. Initial Public Offer (âIPO") Committee:

f. Committee of Independent Directors in connection
with Initial Public Offering (IPO):

a) Statutory Auditors and Statutory Auditorâs Report:

DETAILS IN RESPECT OF FRAUD REPORTED BY
AUDITORS:

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY:

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

DISCLOSURES AS PER APPLICABLE PROVISIONS OF
COMPANIES ACT, 2013 / SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

ii) Disclosure relating to material deviations/ variations
and Utilization of Issue Proceeds:

(Formerly Known as âLaxmi Dental Export Private Limited")