Your Directors have pleasure in presenting the Hundred and Fifteenth Year Annual Report together with the
audited accounts of the Company for the year ended 31^st March 2025.

financial summary / highlights

operations

The Company’s Gross Revenue increased by 3.27% from ' 26,101.04 Lakhs in 2023-24 to ' 26,953.50 Lakhs
in 2024-25 and the Net Loss after Tax for financial year 2024-25 is ' 467.53 Lakhs as against the Net Loss of
' 1,379.29 Lakhs for the financial year 2023-24. The installed capacity remained at the same level of 1.44 lakh
spindles throughout the year 2024-25. Due to adverse market conditions in domestic and export fronts, the
production of yarn was affected resulting in lower turnover. The utilization of the plant was based on the market
demand for yarn during the year.

The revenue segments of the Company continue to be structured with two business segments as (a) Textiles and

(b) Rental Services.

dividend

The Directors have not recommended any dividend for the financial year 2024-25 in the absence of profit.

change in nature of business

There is no change in the nature of business operations of the Company during the year.

rental services

The income generated from rental services during the year was ' 2,303.47 Lakhs (Previous year - ' 1,648.10
Lakhs).

exports

Your Company apart from manufacturing Cotton and Synthetic yarn have outsourced fabrics both for exports as
well as for domestic market. Export of yarn and fabrics accounted for ' 3,371.88 Lakhs as against ' 4,415.47
Lakhs in the previous year, a decrease of around 23.63% from the previous year’s performance.

transfer to reserves

The Company has not transferred any amount to its Reserves during the year under review. However, the loss
incurred during the year has been adjusted with the surplus under the head Retained Earnings.

transfer of unclaimed dividend to investor education and protection fund

In terms of Sections 124 and 125 of the Companies Act, 2013, unclaimed or unpaid Dividend relating to the
financial year 2017-18 is due for remittance to the Investor Education and Protection Fund established by the
Central Government.

Further, pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 771 Equity Shares of ' 100/- each on which
dividend had remained unclaimed for a period of 7 years has been transferred to the credit of Demat Account
of the IEPF Authority during the year under review. As on 31^st March 2025, 20,135 (2.89%) Equity Shares of the
Company were in the credit of the Demat Account of the IEPF Authority.

During the year under review, unclaimed dividend amount of ' 2,48,931/- for the year 2016-17 has been
transferred to IEPF Authority.

share capital

The paid up Equity Share Capital as on 31^st March 2025 was ' 6,95,55,000/- comprising 6,95,550 Equity shares of
' 100/- each. During the year under review, the Company has not altered / modified its Authorised Share Capital
and the Company has not made any fresh issue of shares.

weblink of annual return

The Annual Return of the Company for the financial year 2024-25 as required under Section 92(3) of the Companies
Act, 2013 is available on the website of the Company at the link www.lakshmimills.com/annual-return.

board meetings and its committees conducted during the period under review

During the year under review, 6 Meetings of the Board of Directors, 4 Meetings of the Audit Committee, 2 Meetings
of the Nomination and Remuneration Committee, 1 Meeting of the Corporate Social Responsibility Committee,
1 Meeting of the Stakeholders Relationship Committee and 17 Meetings of the Share Transfer Committee were
held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

statement on compliance with secretarial standards

The Directors have devised proper systems to ensure compliance with the provisions of applicable Secretarial
Standards and that such systems are adequate and operating effectively. The Company is in compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

directors’ responsibility statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to the Directors’
Responsibility Statement, it is hereby confirmed that-

(a) in the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting
standards have been followed and there were no material departures from those standards;

(b) the Directors 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 loss of the Company for that period;

(c) the Directors have 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 have prepared the annual accounts 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 operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of the applicable laws
and such systems are adequate and operating effectively.

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

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is
included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules,
2014. During the year, the Independent Directors of the Company had no pecuniary relationship or transactions
with the Company other than sitting fees and reimbursement of expenses incurred by them for the purpose
of attending meetings of the Board of Directors and Committee(s). The details of sitting fees paid to the
Independent Directors are mentioned in the Corporate Governance Report. Further, they have also declared 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. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence
as specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with
the Company’s Code of Business Conduct & Ethics.

Based on the confirmation/disclosures received from the Directors and on the evaluation of the relationships
disclosed, the following Non-Executive Directors are Independent:

Sri K. Murali Mohan, Sri Ashwin Chandran, Sri R. Varadarajan and Smt Suguna Ravichandran

Pursuant to Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors Data
Bank Registration Certificate as required from all the Independent Directors of the Company was taken on note
by the Board of Directors of the Company.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

(including the proficiency) of the independent directors during the year

The Board of Directors have evaluated the Independent Directors during the year 2024-25 and opined that the
integrity, expertise and experience (including proficiency) of the Independent Directors are satisfactory.

familiarization programmes

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization
programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as
Independent Directors, the working of the Company, nature of the industry in which the Company operates. The
same is also available on the Company website at https://www.lakshmimills.com/familiarisation-programme.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER
MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The composition and attendance of the Nomination and Remuneration Committee of Directors of the Company
are reported elsewhere in the Annual Report.

The Board of Directors has framed a policy which lays down a framework in relation to nomination, appointment
and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The
Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the
Executive Directors, Key Managerial Personnel and Senior Management. The policy also provides the criteria
for determining qualifications, positive attributes and Independence of Directors and criteria for appointment
of Key Managerial Personnel / Senior Management pursuant to the provisions of Section 178 of the Companies
Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations and their performance evaluation
which are considered by the Nomination and Remuneration Committee and the Board of Directors while
making selection of the appointees. The above policy has been posted on the website of the Company at -
https://www.lakshmimills.com/investors/Nomination-and-Remuneration-Policv.pdf.

auditors’ report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Subbachar & Srinivasan,
Statutory Auditors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013

During the year under review, the Company has made investments and complied with the provisions of Section 186
of Companies Act, 2013. However, the Company has not given any loans or guarantees or provided any securities
covered under the provisions of Companies Act, 2013. Further, the details in respect of investments made in the
earlier years and the year under review have been disclosed in the notes to the Financial Statements.

particulars of contracts or arrangements with related parties

All the transactions of the Company during the year with the related parties were in the ordinary course of
business and on an arm’s length pricing basis and not material in nature and thus a disclosure in Form AOC-2
under the Companies Act, 2013, are not required. Further, there are no material related party transactions
during the year under review with Promoters, Directors or Key Managerial Personnel.

The policy on Related Party Transactions as approved by the Board of Directors of the Company has
been uploaded on the website of the Company and may be accessed through the link at
https://www.lakshmimills.com/wp-content/uploads/Policv-on-Related-Partv-Transactions.pdf.

material changes and commitments affecting the financial position of the company

There is no material change or commitment affecting the financial position of the Company after the closure of
the financial year as on 31^st March 2025 and till the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings 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 attached herewith as Annexure - 1 forming part of this report.

statement concerning development and implementation of risk management policy of the
company

The Company follows a comprehensive and integrated risk management process. The risk management process
is designed to safeguard the organization from various risks through adequate and timely actions. It is designed
to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are
reviewed and integrated with the management process such that they receive the necessary consideration during
decision making by the Board of Directors.

details of policy developed and implemented by the company on its corporate social responsibility
initiatives

The Board has formed a Corporate Social Responsibility Committee comprising of the following Directors:

1. Sri S. Pathy - Chairman

2. Sri Aditya Krishna Pathy - Member and

3. Sri Ashwin Chandran - Member

The Company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be
undertaken by the Company in areas or subjects specified in Schedule VII of the Companies Act, 2013. The
Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective
monitoring of the CSR activities of the Company. The CSR policy may be accessed on the Company’s website
https://www.lakshmimills.com/other-information.

The Company’s average net profit for the three immediately preceding financial years is less than the prescribed
limit as per Section 135 read with Section 198 of the Companies Act, 2013 and hence no amount has been
prescribed/allocated for the CSR expenditure. Thus, no amount has been spent on the CSR activities of the
Company for the financial year 2024-25.

The Annual Report on the Corporate Social Responsibility (“CSR”) activities of the Company for the year is set out
as Annexure-2 to this report in the format prescribed in the Companies (CSR Policy) Rules, 2014.

annual evaluation of the board on its own performance and of the individual directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual evaluation
of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the
working of all Board Committees. The performance evaluation was carried out on the basis of the criteria laid
down by Nomination and Remuneration Committee and the inputs received from all the Directors/Members of
the Committees, considering the various aspects of the Board’s functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, obligations and governance. The Independent
Directors of the Company have also convened a separate meeting on 14.02.2025 to review the performance of
the Non-Independent Directors and the Board as a whole and assessing the quality, quantity and timeliness of
flow of information between the Company and the Board. The results of evaluation have been communicated to
the Chairman of the Board of Directors.

directors’ a key managerial personnel

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company,
Sri Aditya Krishna Pathy (DIN 00062224) Director is liable to retire by rotation at the ensuing Annual General
Meeting (“AGM”) and being eligible offers himself for re-appointment.

The Board recommends his reappointment for the consideration of the Members of the Company at the forthcoming
Annual General Meeting. Brief profile of Sri Aditya Krishna Pathy is given in the Notice convening the ensuing
Annual General Meeting.

Sri Aditya Krishna Pathy (DIN 00062224) was appointed as Deputy Managing Director for a period of 5 years from
30.07.2020 and his term of office expires on 29.07.2025. The Nomination and Remuneration Committee and Audit
Committee at their respective meetings held on 28.05.2025 have recommended to the Board the reappointment
of Sri Aditya Krishna Pathy as Deputy Managing Director for a further period of 3 years with the terms and
conditions, and the Board at its meeting held on 28.05.2025 has approved the reappointment of Sri Aditya Krishna
Pathy as Deputy Managing Director for a further period of 3 years from 30.07.2025 subject to the approval of the
Shareholders at the ensuing Annual General Meeting.

Your Directors recommend the reappointment of Sri Aditya Krishna Pathy, as Deputy Managing Director of the
Company

Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors
at their meeting held on 9^th August 2024, of Sri K. Murali Mohan (DIN: 00626361), Sri Ashwin Chandran (DIN:
00001884) and Sri R. Varadarajan (DIN 00001738) were appointed as Independent Directors of the Company for
the first term of five (5) consecutive years with effect from 9^th September 2024 by the Members at the 114^th
Annual General Meeting held on 9^th September 2024.

During the year under review, the following Non-Executive Independent Directors completed their second term
of five years and retired from the Board of the Company effective from 9^th September 2024:

i. Sri Satish Ajmera (DIN: 00208919)

ii. Sri D. Rajendran (DIN: 00003848)

iii. Sri Vijay Venkataswamy (DIN: 00002906)

The Board places on record its sincere appreciation for the invaluable guidance and counsel rendered by the
above Directors during their period of office.

Subject to the recommendations of the Nomination and Remuneration Committee and approval by the Board of
Directors at their forthcoming meetings, a Women Independent Director shall be appointed at the ensuing Annual
General Meeting to fill the vacancy arising from the retirement of Smt. Suguna Ravichandran.

The Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act,
2013 are Sri S. Pathy - Chairman and Managing Director, Sri Aditya Krishna Pathy - Deputy Managing Director,
Sri N. Singaravel - Company Secretary and Sri A. Doraiswamy - Chief Financial Officer.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

fixed deposits

Since the Company has not accepted any fixed deposit covered under Chapter V of the Companies Act, 2013,
there are no deposits remaining unclaimed or unpaid as on 31^st March, 2025 and accordingly, the question of
default in repayment of deposits or payment of interest thereon during the year does not arise.

details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company’s operation in future

There are no significant material orders passed by the Regulators, Courts, Tribunals which would impact the going
concern status of the Company and its future operations.

adequacy of internal financial controls with reference to the financial statements

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity
of its operations. Such controls have been assessed during the year under review taking into consideration the
essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of such
assessments carried out by the management, no reportable or significant deficiencies and no material weakness in
the design or operation of any control were observed. The Audit Committee of the Board periodically reviews the
Internal Financial Control Systems and their adequacy and recommends corrective action as and when necessary
to ensure that an effective internal control mechanism is in place.

The Directors and Management confirm that the internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the Company. A report of Auditors pursuant
to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed
with the Auditors Report.

composition of audit committee and vigil mechanism / whistle blower policy

The composition and attendance of the Audit Committee of the Board of Directors of the Company are
disclosed in the Corporate Governance Report. The Company has devised a vigil mechanism in the form of a
Whistle Blower Policy to provide adequate safeguards to deal with instances of fraud and
mismanagement and to report concerns about unethical behavior or any violation of the Company’s Code of
Conduct in pursuance of provisions of Section 177(10) of the Companies Act, 2013 as explained in the Corporate
Governance Report and also the Policy is posted on the website of company and can be accessed at the link
https://www.lakshmimills.com/wp-content/uploads/Vigil-Mechanism-Whistle-Blower-Policv.pdf. During the
year under review, there were no complaints received under this mechanism.

auditors

statutory auditors

M/s. Subbachar & Srinivasan (Firm Registration No.004083S), Chartered Accountants, Coimbatore were appointed
as the Statutory Auditors of the Company for a period of five years at the 112^th Annual General Meeting of the
Company held on 9^th September 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.

cost auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, the Board of Directors on the recommendation of the Audit Committee has reappointed
M/s. A.R.Ramasubramania Raja & Co., (Firm Registration No. 000519) a firm of Cost Accountants, as the Cost
Auditors to audit the cost records of the Company for the financial year 2025-26. M/s. A.R.Ramasubramania Raja
& Co., have confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013
and have also certified that they are free from any disqualifications specified under section 141(3) and proviso
to section 148(3) read with section 141(4) of the Companies Act, 2013. The Audit Committee has also received a
Certificate from the Cost Auditor certifying their independence and arm’s length relationship with the Company.

As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, a
resolution seeking Members’ approval for the remuneration payable to the Cost Auditors for the financial year
2025-26 forms part of the Notice convening the 115^th Annual General Meeting of the Company for their ratification.
Accordingly, the Board recommends for the resolution seeking Members’ ratification for the remuneration payable
to M/s. A.R.Ramasubramania Raja & Co., Cost Auditors.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company has maintained the Cost Records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013.

secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and its relevant rules made thereunder, the
Board of Directors had appointed M/s. MDS & Associates LLP, Company Secretaries, Coimbatore as Secretarial
Auditors for the Financial Year 2024-25. Accordingly, the Secretarial Audit Report for the financial year ended
March 31, 2025, is annexed herewith as Annexure - 3 to this Report. With respect to the observations made by
Secretarial Auditors of the Company in their report for the year ended March 31, 2025, which are self-explanatory,
your Directors wish to state that necessary steps have been initiated to ensure due compliance with all applicable
statutory requirements.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and subject to the approval of Shareholders in the ensuing Annual General
Meeting, the Board of Directors of the Company have recommended the appointment of MDS & Associates LLP,
Company Secretaries, Coimbatore as Secretarial Auditors of the Company for a first term of 5 (five) consecutive
financial years commencing from the financial year 2025-26.

M/s. MDS & Associates LLP, Company Secretaries, Coimbatore have given their consent and confirmed their
eligibility for appointment as Secretarial Auditors of the Company. Further, the Secretarial Auditors has confirmed
that they hold a valid Peer Review Certificate issued by the Institute of Company Secretaries of India. The necessary
resolution for their appointment has been included in the Agenda of the Annual General Meeting Notice for the
approval of the Members

corporate governance

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding
compliance of conditions of Corporate Governance provided elsewhere in this Report, forms part of the Directors’
Report.

particulars of employees

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of
Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as Annexure - 4 to this Report.

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

The Company has in place a policy on Sexual Harassment of Women at Workplace in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal
Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. There were no complaints of harassment received from any
of the women employees of the Company during the financial year 2024-25.

The following is the summary of sexual harassment complaints received and disposed of during the year 2024-25:

i. Number of complaints received - Nil

ii. Number of complaints disposed of - NA

ceo/cfo certification

As required under Regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Chairman and Managing Director (Chief Executive Officer) and the Chief Financial Officer have furnished
necessary certificate to the Board on the financial statements presented for the year ended 31^st March 2025.

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.

listing of equity shares

The Company’s Equity Shares continue to be listed on BSE Limited and the details of listing have been given in
the Corporate Governance Report forming part of this Directors’ Report. We confirm that the Listing fee for the
Financial Year 2025-2026 has been paid to the Stock Exchanges within the stipulated time.

acknowledgement

The Board acknowledges the continued support from the Bankers, Cotton, Yarn and Fabric Dealers of the Company
and Shareholders and appreciates the valuable services rendered by the employees at all levels.

May the Goddess Lakshmi continue to shower her choicest Blessings for the prosperity of the Company in the
years to come.

By Order of the Board
For The Lakshmi Mills Co. Ltd.,

s. pathy

Coimbatore Chairman and Managing Director

28^th May, 2025 (DIN 00013899)