Dear Members,

The Board of Directors (the "Board") of Lords Mark Industries Limited (the "Company") presents the 46th (Forty-Sixth) Annual Report together with the Audited Financial Statements of your Company for the Financial Year ("FY") ended March 31, 2026.

FINANCIAL RESULTS

The key financial figures of your Company for the FY ended March 31, 2026, are as follows:

(INR In ‘in lacs)

The financial figures for the Financial Year ended March 31, 2026, reflect the financial position and performance of the merged entity following the reverse merger of Kratos Energy & Infrastructure Limited with Lords Mark Industries Limited (formerly known as Kratos Energy & Infrastructure Limited). Corresponding figures for the Financial Year ended March 31, 2025, represent the stand-alone/consolidated financials of Kratos Energy & Infrastructure Limited prior to the implementation of the Scheme of reverse merger. Consequently, the financial figures for FY 2025-26 are not directly comparable with those of the previous financial year.

During the financial year ended March 31, 2026, the Company recorded a significant improvement in its financial performance following the implementation of the Scheme of Amalgamation involving the reverse merger of Kratos Energy & Infrastructure Limited with Lords Mark Industries Limited.

The standalone revenue from operations for the year stood at Rs60,170.59 lakhs, while the consolidated revenue from operations was Rs68,474.74 lakhs. The standalone total income amounted to Rs61,010.39 lakhs as against Rs69,330.49 lakhs on a consolidated basis.

The standalone Profit Before Tax (PBT) for the year was Rs7,204.81 lakhs and the consolidated Profit Before Tax stood at Rs6,793.73 lakhs. After providing for tax of Rs1,928.73 lakhs on a standalone basis and Rs1,934.77 lakhs on a consolidated basis, the Company reported a standalone Profit After Tax (PAT) of Rs5,276.08 lakhs and a consolidated Profit After Tax of Rs4,858.96 lakhs.

The financial results for the year ended March 31, 2026, reflect the financial position and performance of the merged entity pursuant to the Scheme of Amalgamation (Reverse Merger). Accordingly, the corresponding financial figures for the year ended March 31, 2025, represent the financial statements of Kratos Energy & Infrastructure Limited prior to the implementation of the Scheme and, therefore, are not directly comparable with the financial results for the year under review.

The Board is pleased with the Company's financial performance during the year and remains focused on strengthening operational efficiencies, expanding its business portfolio, and creating sustainable long-term value for all stakeholders.

The Financial Year 2025–26 was a landmark year in the history of the Company, marked by the successful implementation of the Resolution Plan approved by the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench, Court IV, vide its Order dated July 28, 2025, under the provisions of the Insolvency and Bankruptcy Code, 2016.

The Resolution Plan, jointly submitted by the Company and its Strategic Investor, Lord's Mark Industries Private Limited, was approved by the Committee of Creditors with 100% voting share and was fully implemented during the year.

The implementation culminated in the successful reverse merger of Lord's Mark Industries Private Limited with the Company, transforming the Company into an integrated listed entity with an expanded business platform.

During the year, the Company successfully completed the following key milestones pursuant to the approved Resolution Plan:

- Constitution of the Implementation and Monitoring Committee in accordance with the approved Resolution Plan.

- Settlement and payment of dues to financial creditors, operational creditors, statutory authorities and government authorities as envisaged under the Resolution Plan.

- Successful implementation of the reverse merger through the absorption of Lord's Mark Industries Private Limited into the Company.

- Transfer of all assets, liabilities, contracts, licences, employees, intellectual property, tax benefits and other business undertakings of the transferor company to the Company.

- Change of the Company's name to Lord's Mark Industries Limited and alteration of the Memorandum of Association and Articles of Association, including the Object Clause, to reflect the expanded business activities.

- Dissolution of Lord's Mark Industries Private Limited without winding up in accordance with the approved Scheme.

- Extinguishment of the shareholding of the erstwhile promoters and implementation of the change in management and control as contemplated under the Resolution Plan.

- Completion of the share exchange in accordance with the approved Scheme, whereby shareholders of Lord's Mark Industries Private Limited were allotted 1.25 fully paid-up equity shares of Rs10 each of the Company for every one equity share of Rs5 each held by them in Lord's Mark Industries Private Limited.

- Completion of the capital restructuring and all consequential corporate actions envisaged under the Resolution Plan.

- Cessation of the moratorium under Section 54E of the Insolvency and Bankruptcy Code, 2016 upon implementation of the approved Resolution Plan.

- Completion of all requisite filings and compliances with the Insolvency and Bankruptcy Board of India (IBBI), the Registrar of Companies (ROC), stock exchanges and other statutory authorities.

- Completion of the strategic investment and allotment of equity shares and convertible warrants to the Strategic Investor in accordance with the approved Resolution Plan.

- Filing of applications with BSE Limited for obtaining listing and trading approval for the equity shares issued pursuant to the implementation of the Resolution Plan and the reverse merger.

Consequent to the successful implementation of the Resolution Plan, the Company commenced operations as the merged entity under the name Lord's Mark Industries Limited. The merger has significantly strengthened the Company's operational capabilities, diversified its business portfolio, enhanced its financial position and established a robust foundation for sustainable long-term growth and value creation for all stakeholders.

The financial statements for the year ended March 31, 2026, accordingly, reflect the financial position and performance of the merged entity.

As the reverse merger became effective during the year, the financial results for the year under review are not directly comparable with those of the previous financial year.

The Consolidated Financial Statements of the Company and its Subsidiaries for the FY 2025-2026 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (hereinafter referred as the "Act") and as stipulated under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the "Listing Regulations"), as well as in accordance with the Indian Accounting Standards (the "Ind AS")- 110 notified under the Companies (Indian Accounting Standards) Rules, 2015.

The Audited Consolidated Financial Statements together with the Independent Auditor's Report thereon form part of the Annual Report.

As on March 31, 2026, your Company has the following Subsidiaries and Associate Companies:

List of Associate and Subsidiary Companies*

1. Lords Mark Microbiotech Pvt. Ltd.

2. Lords Mark Biotech Pvt. Ltd.

3. Lords Green Energy Private Limited

4. Lords Mark Tech Next Pvt Ltd

5. Renalyx Health Systems Private Limited

As required under Section 129(3) of the Act, a separate statement containing the salient features of the Financial Statements of Subsidiary and Associate Companies is given in Form AOC-1 enclosed as Annexure-A.

The Board has not recommended any dividend for the year under review. Further, no amount is proposed to be transferred to general reserves for the financial year ended March 31, 2026.

Pursuant to the requirement under sub-section 3(c) and 5 of Section 134 of the Act, your Directors hereby state that:

a) In the preparation of the annual accounts for the FY ended March 31, 2026, applicable Accounting Standards have been followed with no material departures;

b) The Directors have selected such accounting policies and applied them consistently to give a true and fair view of the state of affairs;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding assets and preventing fraud;

d) The annual accounts have been prepared on a 'going concern' basis;

e) Internal financial controls laid down by the Company are adequate and operating effectively; and

f) Proper systems are devised to ensure compliance with all applicable laws.

The Board has not recommended any transfer to reserves for the year under review except profit for the year ended on 31st March 2026.

During the Financial Year 2025–26, pursuant to the implementation of the Resolution Plan approved by the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench, and the Scheme of Reverse Merger of Lord's Mark Industries Private Limited with the Company, the capital structure of the Company underwent significant changes.

To facilitate the implementation of the Scheme and the issuance of equity shares to the shareholders of the transferor company, the Authorised Share Capital of the Company was increased from Rs100.00 lakhs, comprising 10,00,000 equity shares of Rs10 each, to Rs80,000.00 lakhs (Rs800 crore), comprising 80,00,00,000 equity shares of Rs10 each, after obtaining the requisite approvals and completing the necessary statutory filings.

Further, pursuant to the share exchange ratio approved under the Scheme of Reverse Merger, the Company allotted equity shares of Rs10 each to the shareholders of Lord's Mark Industries Private Limited. Consequently, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from Rs100.00 lakhs, comprising 10,00,000 equity shares of Rs10 each, to Rs42,662.22 lakhs (Rs426.62 crore), comprising 42,66,22,194 equity shares of Rs10 each, as on March 31, 2026.

The increase in the authorised and paid-up share capital was affected to give effect to the implementation of the NCLT-approved Resolution Plan and the Scheme of Reverse Merger.

During the Financial Year 2025–26, the Company sought the approval of its Members through Postal Ballot conducted solely via remote e-voting, in compliance with Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, and applicable MCA Circulars.

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

During the Financial Year 2025–26, the Board of Directors underwent significant changes pursuant to the implementation of the Resolution Plan approved by the Hon'ble National Company Law Tribunal ("NCLT") and the consequent reconstitution of the Board.

During the year under review, Mr. Sachidanand Hariram Upadhyay (DIN: 01631728), Mr. Vinay Benigopal Sarda (DIN: 07586783), and Mr. Manav Kishore Teli (DIN: 08797578) were appointed to the Board of the Company as Executive Directors with effect from July 10, 2025.

Further, the following resignations took effect from February 27, 2026, as accepted by the Board of Directors in their meeting held on February 27, 2026, following the receipt of their respective resignation letters dated February 10, 2026:

The Board places on record its sincere appreciation for the valuable contribution and guidance provided by the resigning Directors and Key Managerial Personnel during their tenure.

Subsequent to the close of the financial year, Ms. Shweta Dilip Mehta (DIN: 01262603), Mr. Govind Singh Bhati (DIN: 08038296), Mr. Vinod Tiwari (DIN: 09806121), and Ms. Pooja Vijay Gohil (DIN: 11745366) were appointed as Additional Directors (Non-Executive, Independent Directors) of the Company with effect from June 4, 2026.

The Company also has Mr. Nikhil Suryanath Pandey (DIN: 10574487) as a Non-Executive Independent Director, who has been serving on the Board since April 10, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manav Kishore Teli (DIN: 08797578) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board, based on the recommendation of the Nomination and Remuneration Committee, recommends his re-appointment for approval of the Members.

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company during the period under review were:

Ms. Bhavini Rajkumar Chandnani resigned from the office of Company Secretary & Compliance Officer with effect from the close of business hours on August 20, 2026. The Board places on record its sincere appreciation for her valuable contribution and services rendered during her tenure.

Except as stated above, there were no other changes in the composition of the Board of Directors and the Key Managerial Personnel during the financial year under review.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulations 16 and 25 of Listing Regulations and that there has been no change in the circumstances affecting their status as independent directors of the Company. The Company has also received declarations from all the independent directors that they have registered their names in the independent director data bank and passed/are exempt from the requisite proficiency test conducted by the Ministry of Corporate Affairs. The Independent Directors also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Board of Directors reviewed the declarations and holds a positive outlook towards the integrity and expertise of the Independent Directors. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act, Rules made thereunder, and Listing Regulations, and are independent of the management.

A detailed overview of the key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided within the Corporate Governance Report forming part of the Annual Report.

With a view to familiarise the Independent Directors with the Company's operations, as required under Regulation 25(7) of the Listing Regulations, various familiarisation programmes were held throughout the year on an ongoing and continuous basis. The details of the familiarisation programme are available on the Company's website and can be accessed through the link: https://lordsmark.com/regulation-46-compliance/

During the Financial Year 2025–26, 8 (Eight) meetings of the Board of Directors of the Company were held. The details of the Board meetings, business transacted, and attendance of Directors thereat are as under:

Note: The attendance reflects the directors in office on the date of the respective Board Meeting.

The maximum gap between the two meetings was not more than one hundred and twenty days.

The meeting of the Independent Directors was held on March 19, 2026, without the attendance of Non-Independent Directors and Members of the Management, inter alia, to evaluate:

- Performance of non-Independent Directors, Chairman and Board as whole; and

- Quality, quantity, and timeliness of flow of information between the Management and the Board.

A formal evaluation of the performance of the Board of Directors, its Committees, the Chairman, and Individual Directors was duly carried out for the FY 2025-2026. The evaluation process was led by the Nomination and Remuneration Committee through structured individual questionnaires covering, amongst others, Board composition, conduct in accordance with the Company's values and governance standards, contribution towards corporate strategy and business plans, risk oversight, functioning and effectiveness of Board Committees, skill set, knowledge and expertise of Directors, and quality of participation and leadership at Board and Committee meetings.

The Committees of the Board were separately evaluated on parameters including, inter alia, timely receipt of adequate agenda materials, review of Committee charters, communication of key developments and recommendations to the Board, and adequacy of deliberations prior to approval of significant transactions and decisions.

As part of the evaluation process, the Independent Directors, at their separate meeting held on March 19, 2026, evaluated the performance of the Non-Independent Directors and the Chairman of the Board individually, in accordance with Schedule IV of the Act and Regulation 25(3) of the Listing Regulations.

The performance evaluation of the Board of Directors, its committees, and Individual Directors was conducted by the Nomination and Remuneration Committee, excluding the Director being evaluated. The outcomes thereof were duly collated and placed before the Nomination and Remuneration Committee and the Board of Directors for their consideration.

Your Company firmly believes that fostering a diverse and inclusive culture is integral to its sustained success. A diverse Board is better positioned to leverage a wide spectrum of skills, qualifications, professional experiences, perspectives, and backgrounds, which is essential for achieving balanced and sustainable growth.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, lays down the criteria for determining qualifications, positive attributes, and independence while evaluating a candidate for appointment or re-appointment as a director or as a Key Managerial Personnel (KMP), ensuring no discrimination on the grounds of gender, race, ethnicity, nationality, or country of origin. The Policy further establishes the framework for remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other employees of the Company.

The detailed Nomination and Remuneration Policy are available on the website of the Company and can be accessed through the link: NRC Policy.

In terms of Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), compliance with the Corporate Governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V were not mandatory for the Company for the Financial Year 2025-26, as the Paid-up Equity Share Capital and Net Worth of the Company were below the prescribed statutory threshold limits (Paid-up Capital not exceeding Rs10 Crore and Net Worth not exceeding Rs25 Crore) as on the last day of the preceding financial year.

Consequent to the implementation of the Scheme of Amalgamation/Reverse Merger approved by the Hon'ble NCLT and the capital restructuring during the year, the Paid-up Equity Share Capital and Net Worth of the Company as per the Audited Financial Statements for the financial year ended March 31, 2026, have crossed the threshold limits specified under Regulation 15(2) of the SEBI Listing Regulations.

Accordingly, the Corporate Governance provisions under the SEBI Listing Regulations become mandatory and applicable to the Company with effect from the Financial Year 2026-27 onwards. Pursuant to the SEBI Listing Regulations, the Company is taking necessary steps to ensure full compliance with the Corporate Governance requirements within the prescribed statutory timeline of six months from the date of applicability.

COMMITTEE CONSTITUTED DURING FINANCIAL YEAR 2026-27

The Board has 5(five) Committees i.e. Monitoring Committee, Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, with proper composition of its members.

For details with respect to the scope, constitution, terms of reference, and number of meetings held during the year under review, along with the attendance of Committee Members thereat, kindly refer to the Corporate Governance Report.

In line with good governance principles and in compliance with corporate governance requirements under the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of the Company. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Code of Conduct is available on the Company's website at:

https://lordsmark.com/regulation-46-compliance/

Loans, guarantees and investments covered under Section 186 of the Act have been disclosed in the financial statements, which forms part of the Annual Report.

Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

Your Company has instituted a robust Risk Management Policy, duly aligned with the provisions of the Act and the Listing Regulations, affirming its commitment to sound governance and long-term value creation. The risk management framework is firmly embedded across all major functions of the organisation and is designed to proactively identify, assess and effectively respond to threats that could potentially impact the achievement of business objectives.

Risk management is an integral pillar of your Company's strategy and a cornerstone of its pursuit of sustainable long-term growth. The Company's ability to identify, evaluate and leverage opportunities arising from its diverse business operations and the markets it serves

The details pertaining to the composition, meetings and terms of reference of the Risk Management Committee are set out in the Corporate Governance Report.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

The Company has an established and well-governed framework for the approval and monitoring of Related Party Transactions (RPTs).

All contracts/ arrangements/ transactions entered by the Company during the FY with related parties were in the ordinary course of business and on an arm's length basis. The particulars of contracts/ arrangements, with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is enclosed as Annexure-B to this report.

There were no materially significant RPTs which could have potential conflict with the interests of the Company at large.

Your directors draw attention of the Members in the notes to accounts in the Standalone Financial Statement and in the notes to accounts in the Consolidated Financial Statement which sets out Related Party Disclosures. The Related Party Transaction policy is available on the Company's website and can be accessed through the link- https://lordsmark.com/regulation-46-compliance/.

Your Company remains steadfast in its commitment to maintaining a robust and resilient cyber security framework, with cyber security maturity reviewed periodically and processes and technology controls continuously strengthened to stay ahead of emerging threat scenarios. The technology environment is empowered with real-time security monitoring, supported by a comprehensive multi-layered defence architecture encompassing end-user devices, network infrastructure, applications and data, ensuring end-to-end protection at every level.

As required under Section 177(9) of the Act and Regulation 22 of the Listing Regulations, your Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and the employees of the Company. This Policy has been established with a view to provide a tool to Directors and employees of the Company to report to the management on the genuine concerns including unethical behaviour, actual or suspected fraud or violation of the Code or the Policy. This Policy outlines the procedures for reporting, handling, investigating, and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.

This Policy also provides for adequate safeguards against victimization of Director(s)/ Employee(s) who avail the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has received no complaints during the year. The detailed policy is available on the Company's website and can be accessed through the link- Whistle Blower Policy.

Pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s Sanjeev S Gupta & Associates, Chartered Accountants (Firm Registration No. 012466C) as the Statutory Auditors of the Company for a first term of five (5) consecutive financial years, commencing from the conclusion of the 46th Annual General Meeting ("AGM") until the conclusion of the 51st AGM to be held in the year 2031, subject to the approval of the Members at the ensuing AGM.

The Company has received a written consent and a certificate from the proposed Statutory Auditors confirming that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, and that they satisfy the criteria of independence and eligibility as specified under Sections 139 and 141 of the Act.

The Board recommends the Ordinary Resolution for the appointment of M/s Sanjeev S Gupta & Associates as the Statutory Auditors of the Company for approval by the Members.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Audit Committee, the Board of Directors of the Company recommends the appointment of CS Geeta Serwani, Proprietor of M/s. Geeta Serwani & Associates, Practicing Company Secretaries (Peer Reviewed Unit), as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from Financial Year 2026-27 to Financial Year 2030-31, for approval of the Members at the upcoming Annual General Meeting.

M/s. Geeta Serwani & Associates have confirmed their eligibility, independence, and willingness to accept the appointment and have certified that they are not disqualified under any applicable provisions of the Act or regulations framed thereunder.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by the outgoing Secretarial Auditor CS Geeta Serwani, Proprietor of M/s. Geeta Serwani & Associates Peer Reviewed Firm of Company Secretaries in Practice is annexed as Annexure-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer, and is self-explanatory.

Your Company has adopted policies and procedures including the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures under the Act.

The details in respect of internal financial controls and its adequacy are included in the Management Discussion and Analysis, which forms part of this Report.

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), your Company has adopted Code of conduct to Regulate, Monitor and Report Trading in securities by the Designated Persons and Immediate Relatives of Designated Persons. The said Code lays down guidelines which provide for the procedure to be followed and disclosures whilst dealing with shares of the Company and while sharing Unpublished Price Sensitive Information. The Code includes the Company's obligation to maintain the structured digital database ("SDD"), obligation of designated persons, mechanism for prevention of insider trading and handling of UPSI. The Company periodically circulates the e-mails and provides training programme to the employees to familiarise them with the provisions of the Code. The code is available on the Company's website and can be accessed through the link- Code of Conduct.

Your Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India, from time to time, and approved by the Central Government.

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors and Senior Management. The NRC implements this mechanism in concurrence with the Board.

The requirement to prepare and disclose the Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presently not applicable to the Company for the financial year ended 31 March 2026, as the Company does not fall within the category of listed entities to which the said requirement applies. Consequently, the Company has not included a BRSR as part of this Annual Report.

Your Company's equity shares are listed and traded on the BSE Limited ("BSE") having nation-wide trading terminal and hence facilitates the Members/ investors of the Company in trading the shares. The Company has paid the annual listing fee for the FY 2025-2026 to the said Stock Exchange.

The Company's shares are available for dematerialization with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited. The trading in Equity Shares of the Company is permitted only in dematerialized form as per the notification issued by the SEBI. Further, the Company's shares are regularly traded and have never suspended from Trading. The Annual Custody fees for the FY 2025-2026 have been paid to both the Depositories.

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated pursuant to Section 178 of the Act and the applicable Listing Regulations. Further details in this regard are provided in the Corporate Governance Report forming part of this Annual Report.

The disclosures required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force), in respect of the Directors and employees of the Company are set out in Annexure-C to this Report.

The Annual Return is available on the Company's website and can be accessed through the link- Annual Return.

Your Company is maintaining books of accounts and other relevant books, papers and financial statements of the Company at the registered office.

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure is given below:

A. CONSERVATION OF ENERGY

(i) Steps taken/ impact on conservation of energy

- Continued implementation of energy-efficient manufacturing and assembly processes across Diagnostic, MedTech, LED and Solar product divisions.

- Installation of LED lighting across manufacturing facilities, warehouses and office premises, resulting in lower electricity consumption.

- Preventive maintenance of production equipment to improve operational efficiency and reduce energy losses.

- Optimization of compressed air systems, HVAC operations and production scheduling to minimize idle power consumption.

- Adoption of digital monitoring of electricity consumption for identifying energy-saving opportunities.

(ii) Steps taken for utilizing alternate sources of energy

- Continued use of rooftop solar photovoltaic systems at selected facilities for captive power consumption.

- Evaluation of additional renewable energy sourcing through solar installations and green power procurement wherever commercially feasible.

- Promotion of solar-powered products and energy-efficient LED solutions as part of the Company's sustainable product portfolio.

(iii) Capital investment on energy conservation equipment

During the year, the Company made investments in energy-efficient lighting systems, energy-saving production equipment, power monitoring systems and other conservation initiatives as part of its continuous improvement programme. Capital expenditure on such equipment is undertaken based on operational requirements and expected energy savings.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption

- Continued investment in research and development for advanced diagnostic devices, medical technologies, LED lighting products and solar energy solutions.

- Enhancement of product design through integration of embedded electronics, IoT connectivity and software-enabled monitoring features.

- Adoption of improved manufacturing technologies, automation and quality control systems to enhance productivity and product reliability.

- Continuous training of technical personnel on new manufacturing processes, regulatory requirements and international quality standards.

- Collaboration with technology partners and component suppliers for product innovation and process improvement.

(ii) Benefits derived

- Improved product performance and reliability.

- Enhanced product quality and regulatory compliance.

- Reduction in manufacturing costs through process optimization.

- Development of new products and expansion of existing product portfolio.

- Improved customer satisfaction and operational efficiency.

- Reduction in product defects and improved manufacturing yield.

(iv) Expenditure incurred on Research & Development

The Company continued to incur expenditure on research and development for product innovation, engineering design, testing, validation, regulatory compliance and process improvement. The expenditure is charged or capitalized in accordance with applicable accounting standards.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, foreign exchange earnings were INR: NIL as against outgo of INR 61,10,760/-

The Company maintains a zero-tolerance approach towards sexual harassment and is firmly committed to ensuring the safety, dignity, and well-being of all its employees. It strives to foster a safe, inclusive, and respectful workplace across all its operations.

The Company has adopted an Anti-Sexual Harassment Policy in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been duly constituted to address any complaints pertaining to sexual harassment. The Policy extends to all employees, including those who are permanent, contractual, temporary, and trainees. Regular training and awareness programmes are conducted to promote sensitivity and reinforce the importance of maintaining a respectful workplace.

During the year under review, no complaints were received under the aforesaid Act.

- Number of complaints of sexual harassment received in the year: Nil

- Number of complaints disposed off during the year: Nil

- Number of cases pending for more than ninety days: Nil

Your Company has a strong and diverse workforce with a significant representation of women employees across multiple roles and levels.

Your Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961, and extends all applicable maternity benefits and related facilities to eligible employees, in accordance with the statutory requirements.

The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the Chief Executive Officer and Chief Financial Officer, was placed before the Board.

The declaration by the Chief Executive Officer under Regulation 34(3), read with Schedule V of the Listing Regulations, confirming compliance with the Company's Code of Conduct for the Board of Directors and Senior Management is enclosed as Annexure-F to this Report.

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility ("CSR") Committee to formulate, implement, and monitor the Company's CSR Policy and initiatives.

Lord's Mark Industries Limited remains committed to sustainable and responsible corporate citizenship, focusing heavily on preventive healthcare, sanitation, and community welfare initiatives.

The key highlights of the Company's CSR obligation and expenditure for the financial year under review are as follows:

During the year under review, the Company exceeded its mandatory CSR obligation of Rs51,56,990 by spending a total of Rs1,02,40,020 towards health, sanitation, and social welfare projects across Maharashtra, including direct contributions to Tata Memorial Centre, Shree Swami Samarth Akkalkot Trust, and ISKCON Trust, among others. There was no unspent CSR amount for the financial year.

The Annual Report on CSR Activities containing the composition of the Committee, brief outline of the Policy, and itemized project-wise details of expenditure as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure-G to this Report.

Details of the accolades received by the Company during FY 2025-2026 are duly briefed in the Annual Report.

Your directors take this opportunity to express their sincere gratitude to the Members, bankers, regulatory authorities, stock exchanges, and other business associates for their continued support and cooperation, which have contributed to the smooth conduct of the Company's operations during the year under review.

Your Company's employees are the real asset of the Company and play an essential role in your Company scaling new heights, year after year. Your directors place on records their deep appreciation for the exemplary contribution made by them at all levels. Your involvement as Members' is also greatly valued. Your directors' look forward to your continued support and pledge to continue to work towards the enhancement of Members' value and continued growth of the Company.