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LAKSHMI ENGINEERING AND WAREHOUSING LTD.

29 July 2026 | 04:01

Industry >> Engineering - Heavy

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ISIN No INE718M01022 BSE Code / NSE Code 505302 / LAKSHMIEW Book Value (Rs.) 340.44 Face Value 100.00
Bookclosure 03/08/2026 52Week High 2580 EPS 25.03 P/E 89.05
Market Cap. 149.06 Cr. 52Week Low 1681 P/BV / Div Yield (%) 6.55 / 0.45 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors submit their Fifty-Second Annual Report together with the Audited Balance Sheet as at 31st March, 2026, the Statement of Profit and Loss, the Statement of changes in Equity and the Cash Flow Statement for the year ended 31st March, 2026.

Financial Summary / Highlights (' in Lakhs)

2025-26

2024-25

Sales and Other Income

1568.25

1402.26

Profit before Depreciation and Amortization Expenses

384.92

199.46

Depreciation and Amortization Expenses

149.74

119.08

235.18

80.38

Add: Exceptional Items

-

-

Comprehensive Income

1.22

4.12

236.40

84.50

Tax Expense:

Current Tax

(-) 30.47

(-) 13.35

Deferred Tax

(-) 37.32

17.02

Net Profit

168.61

88.16

Dividend paid during the year

(-) 66.87

(-) 80.25

Add: Balance from the Previous Year

706.65

698.74

Balance Carried Over

808.39

706.65

Dividend

For the Financial Year 2025-26, the Board of Directors at their meeting held on 29th May, 2026, have recommended a Dividend of ?10/- per share (10%) on the paid-up Share Capital of 6,68,750 Equity Shares of ? 100/- each subject to the approval of Shareholders and an amount of ? 66.87 Lakhs will be paid as Dividend after deducting applicable taxes (Previous Year - ? 66.87 Lakhs).

Operations

The operations during the year have resulted in a Net Profit of ? 235.18 Lakhs after providing for depreciation and amortization expenses of ? 149.74 Lakhs. The Net Profit after Tax for the year is ? 168.61 Lakhs.

The Company has two revenue segments ie. a) Warehousing Rental Services - Unit I at Hosur Industrial Complex, Hosur - 635 126 and b) Engineering Services - Unit II at Pollachi Road, Coimbatore - 642 109.

Warehousing Rental Services - Unit 1

The Warehousing Rental Services segment comprises Warehousing Rental Income derived from Warehousing Buildings at Hosur. During the Financial Year, an additional Building measuring 40,770 Sq.ft was constructed and leased to one of the existing Lessee with effect from 1st June, 2025.

The income generated from Warehousing Rental Services during the year was ? 972.25 Lakhs against ? 855.39 Lakhs in the previous year.

Engineering Services - Unit 2

The Engineering Services segment consists of Manufacture and Sale of Accessories and Spares of Textile Machinery and Machine Tools.

The revenue from the Engineering Services during the year was T 487.38 Lakhs against T 446.57 Lakhs in the previous year. Outlook

The existing Building Space in the Warehousing Rental Services at Hosur has been leased to Corporate Lessees. Looking ahead, future growth will be driven by a strategic, phased expansion where new warehouse construction will be executed in the vacant spaces in stages, aligning precisely with the requirements of the market.

Steps have been taken to identify new supply areas for Engineering Services and inflow of orders is expected during the Financial Year 2026-27.

Share Capital

The paid up Equity Share Capital as on March 31, 2026 is T 668.75 Lakhs comprising of 6,68,750 Equity Shares of T 100/- each. During the year under review, the Company has not issued any shares or any convertible instruments.

Deposits

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any joint venture, subsidiary or associate company.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the Financial Year ended 31.03.2026 is available in the Company’s website at www.lakshmiew.com

Meetings of the Board and its Committees

Four Meetings of the Board of Directors were held on 23.05.2025, 08.08.2025, 11.11.2025, and 13.02.2026 during the Financial Year from 1st April, 2025 to 31st March, 2026. The intervening gap between the Meetings is within the period as prescribed under the Companies Act, 2013.

Details of Attendance of Directors at the Meetings of the Board and its Committees during the Financial Year ended 31st March, 2026 are as below:

Audit Committee

The Independent Audit Committee has been reconstituted and comprises of three Independent Directors and Two Non-Executive Directors as its Members as below with effect from 29th May 2026. Pursuant to the provisions of Section 177 and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules made thereunder, and taking note of the exemption from the applicability of Regulation 18 available to the Company in terms of Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company Secretary is the Secretary of the Audit Committee.

Four Committee Meetings were held during the Financial Year ended 31st March, 2026 on 23.05.2025, 08.08.2025, 11.11.2025 and 13.02.2026.

The Statutory Auditors, Internal Auditors, the Chief Executive Officer and the Chief Financial Officer attend the Audit Committee Meetings on invitation.

Nomination and Remuneration Committee

The Committee has been constituted with four Directors as Members of which two Members are Independent Directors. The Chairman of the Committee Sri M.R.Thiagarajan is an Independent Director.

The Company Secretary is the Secretary of the Committee.

The Committee has met two times during the Financial Year ended 31st March, 2026 on 11.11.2025 and 13.02.2026. Nomination and Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee has framed a Policy for selection and appointment of Directors and Key Managerial Personnel and approve their remuneration in terms of Section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy as approved by the Board is disclosed on the Company’s website at the Link at: https://lakshmiew.com/nomination-and-remuneration-policy/in terms of the proviso to Section 178(4) of the Companies Act, 2013.

Salient Features of the Nomination and Remuneration Policy include:

• To lay down criteria and the terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management in Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer Companies, in the manufacturing sector.

• To carryout evaluation of the performance of Directors, Key Managerial Personnel and Persons in Senior Management.

• To compensate them to their efforts, performance, dedication and achievement relating to the Company’s operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons.

• To lay down such other functions as may be necessary as appropriate for the performance of the Directors. Annual Performance Evaluation

The Nomination and Remuneration Committee has laid down the criteria and the manner for effective evaluation of the performance of the Board, its Committees and individual Directors for the Financial Year 2025-26. Accordingly, a peer evaluation excluding the Director evaluated was carried out by the Board on 13.02.2026. By a questionnaire circulated, each Board Member was requested to give his/her views in evaluation of the Company performance, strategy and the performance of the Board, its Committees and individual Directors. Some of the performance parameters on which the Independent Directors were evaluated include Contribution, Commitment, Initiative, Integrity, Independence, Independent Views and Judgment, Fulfillment of Functions, Qualifications, Knowledge, Experience and Competency and Role in active participation in Board and Committee Meetings.

The Independent Directors at their Meeting held on 13.02.2026 reviewed the performance of Non-Independent Directors, the Board and the Chairperson of the Company.

The performance of the Key Managerial Personnel and Persons in Senior Management of the Company was evaluated based on their Qualifications, Experience and the Duties and Responsibilities carried out by them.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company state that:

a) in the preparation of the Annual Accounts for the year ended 31st March 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departure, 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 as at 31st March 2026 and of the profit of the Company for the year ended 31st March 2026;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts for the Financial Year ended 31st March 2026 on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating 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.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company in terms of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet with the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Auditors’ Report

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, M/s.Subbachar & Srinivasan, Chartered Accountants, (Membership No.004083S) in the Auditors’ Report on the financial statements for the year ended 31.03.2026.

Secretarial Auditor

The Regulation 24A of the amendment dated 12.12.2024 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI Regulations) relating to the appointment of Secretarial Auditor is not applicable to the Company in view of the exemption available to the Company pursuant to Regulation 15(2)(a) of SEBI Regulations. The Board has appointed Mr.M.R.L. Narasimha, Practicing Company Secretary, (Membership No.2851, COP 799 and holding Peer Review Certificate No. 1420/2021) as Secretarial Auditor of the Company as per the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year ended March 31, 2026 is annexed to this Report as Annexure 1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Particulars of Loans, Guarantees or Investments

The Company during the Financial Year has not given any Loans or Guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Related Party Transactions

All Related Party Transactions entered into during the Financial Year were on arm’s length basis in the ordinary course of the business. No materially significant Related Party Transactions were made by the Company with Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with the interest of the Company at large. Hence Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link at https://lakshmiew.com/policy-on-related-party-transactions/

Risk Management

The Company has laid down the Risk Assessment and Minimisation Procedures and on evaluation by the Audit Committee, are reviewed by the Board from time to time.

Corporate Social Responsibility

Your Company is not coming under the purview of the Corporate Social Responsibility under Section 135 of the Companies Act, 2013. However, the Company has taken cognizance of the impact of Environmental, Social and Governance (ESG).

Directors and Key Managerial Personnel

Sri R.Santharam and Sri N.Jayachandar, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A brief profile of the Directors retiring by rotation and seeking re-election, is annexed to the Notice of the ensuing Annual General Meeting.

The tenure of Sri Pradip Roy Independent Director of the Company expires on 10th August 2026. The Nomination and Remuneration Committee and the Board of Directors having regard to the credentials and vast experience of the Independent Director have recommended the re-appointment of Sri Pradip Roy as Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years to the members for their approval at the ensuing Annual General Meeting. There were no changes in the Key Managerial Personnel (KMP) during the year.

The details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in Annexure 2 forming part of the Board’s Report.

Internal Financial Controls

The Company has in place adequate Internal Financial Controls with reference to financial statements. The Internal Audit objectives, scope, functioning, periodicity and methodology is defined in the Internal Audit Programme. The quarterly Internal Audit Report is placed before the Audit Committee of the Board. The Internal Auditors monitor the adequacy of Internal Control Systems, Accounting Procedures and Policies of the Company and corrective actions based on the observations are taken wherever necessary. During the year, such controls were reviewed and no reportable material weakness in the system or operation was observed by the Audit Committee.

Auditors

M/s.Subbachar & Srinivasan, Chartered Accountants, had been appointed as the Statutory Auditors of the Company for a second term of five Financial Years, commencing from 2022-2023 to 2026-2027 at the 48th Annual General Meeting held on 10th August 2022.

The Company has received a Certificate from the Statutory Auditors to the effect that their continued appointment as the Statutory Auditors of the Company, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Report on Corporate Governance and Management Discussion and Analysis

The report on Management Discussions and Analysis (Annexure 3) forms part of the Annual Report.

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17,17(A),18,19,20,21,22, 23,24,24(A),25,26,26(A), 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to the Company. Hence the reporting on Corporate Governance in a separate section is not furnished. The Certificate from the Auditors of the Company to this effect is furnished as Annexure 4 to the Annual Report. However, as a good Corporate Governance practice the Company is implementing the Corporate Governance Provisions and shall report the same in the Annual Report when it becomes applicable to the Company.

Vigil Mechanism

The Company has adopted the Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy.

No personnel is denied access to the Audit Committee. No protected disclosures were received by the Nodal Officer during the year ended 31st March, 2026.

A copy of the Vigil Mechanism / Whistle Blower Policy is posted on the Company’s website at https://lakshmiew. com/vigil-mechanism-whistle-blower-policy/

Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were received during the year under review.

Details in respect of Frauds reported by Auditors under Section 143(12) of The Companies Act, 2013 other than those which are reportable to the Central Government.

There was no instance of fraud identified or reported by the Statutory Auditors during the course of their audit for the year to report to the Audit Committee and/or Board pursuant to Section 143(12) of the Companies Act, 2013 and rules framed thereunder

Details of Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

No application has been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

Maintenance of Cost Records under sub-section(1) of Section 148 of The Companies Act, 2013.

The provisions relating to the maintenance of cost records and cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company for the Financial Year ended 31.03.2026. Therefore, the maintenance of cost records and the appointment of a cost auditor are not required.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund.

During the year under review, no unpaid and unclaimed Dividend amounts as referred to in sub section (5) of Section 124 of the Companies Act, 2013 for a period of 7 years, remain to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Demat Suspense Account / Unclaimed Suspense Account

The Shares remained unclaimed were transferred to the Unclaimed Suspense Account. The details of the said Shares in Demat Suspense Account of the Company as on 31.03.2026 were:

Sl.

No.

Particulars

No. of

Shareholders

No. of Shares of ' 100/- each

(a)

Aggregate Number of Shareholders and the outstanding Shares held in Demat Suspense Account lying at the beginning of the year.

16

16

(b)

Aggregate Number of Shareholders and the outstanding Shares in the Suspense Account lying at the end of the year.

16

16

(c)

The Voting Rights on these Shares shall remain frozen till the rightful owner of such Shares claims the Shares.

16

16

(d)

Number of Shareholders who approached the Company for transfer of Shares from Suspense Account during the year.

Nil

Nil

(e)

Number of Shareholders to whom Shares were transferred from Suspense Account during the year

Nil

Nil

General

Information with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto.

Your Directors state that no disclosure or reporting is required in respect of the following items during the year under review as the Company has neither accepted Deposits from the public nor issued any differential right shares and shares (including Sweat Equity Shares) to the employees of the Company:

1. Details relating to Deposits from the Public covered under Chapter V of the Companies Act, 2013: Not applicable

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise in terms of Section 43 and 47 of the Companies Act, 2013 and the Rules made there under: Not applicable

3. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme: Not applicable Your Directors further state that during the year under review:

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

2. There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year under review and the date of this report.

3. The Annual Listing Fees for the year 2026-27 has been paid by the Company to BSE Limited.

4. No penalty or strictures have been imposed on the Company by the Capital Market Authorities for noncompliance of law, during the last three years.