Lakshmi Automatic Loom Works Ltd Directors Report

Your Directors submit their FiftyFirst Annual Report together with the Audited Balance Sheet as at 31^st March, 2025, the Statement of Profit and Loss, the Statement of changes in Equity and the Cash Flow Statement for the year ended 31^st March, 2025.

Financial Summary / Highlights ( in Lakhs)

	202425	202324
Sales and Other Income	1402.26	1627.92
Profit before Depreciation and Amortization Expenses	199.46	393.38
Depreciation and Amortization Expenses	119.08	116.35
	80.38	277.03
Add: Exceptional Items		27.93
Comprehensive Income	4.12	()0.64
Less: Tax Expense:	84.50	304.32
Current Tax	()13.35	()39.35
Deferred Tax	17.02	()34.76
Net Profit	88.16	230.21
Dividend paid during the year	() 80.25	() 66.87
Add: Balance from the Previous Year	698.75	535.41
Balance Carried Over	706.66	698.75

Dividend

For the Financial Year 202425, the Board of Directors at their meeting held on 23^rd May, 2025, have recommended a Dividend of ? 10/ per share (10%) on the paidup Share Capital of 6,68,750 Equity Shares of ? 100/ each subject to the approval of Shareholders, an amount of ? 66.87 Lakhs will be paid as Dividend after deducting applicable taxes (Previous Year ? 80.25 Lakhs).

Operations

The operations during the year have resulted in a Net Profit of ? 84.50 Lakhs after providing for depreciation and amortization expenses of ? 119.08 Lakhs. The Net Profit after Tax for the year is ? 88.16 Lakhs.

The Company has two revenue segments ie. a) Warehousing Rental Services Unit 1 at Hosur Industrial Complex, Hosur 635 126 and b) Engineering Services Unit 2 at Pollachi Road, Coimbatore 642 109.

Warehousing Rental Services Unit 1

The Warehousing Rental Services segment consists of Warehousing Rental Income from Buildings at Hosur.

The income generated from Warehousing Rental Services during the year was ? 855.39 Lakhs against ? 815.50 Lakhs in the previous year.

Engineering Services Unit 2

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

The revenue from the Engineering Services Division during the year was T 446.57 Lakhs against T 755.28 Lakhs in the previous year.

Over all recession in Engineering and Textile Industry resulted in reduction of turnover.

Outlook

The existing Building Space for Warehousing Services at Hosur has been leased to Corporate Lease Holders. The construction of New Warehouse (40,770 Sq. Ft.) at Hosur has been completed and will be leased to one of the existing Lessees.

Steps have been taken to identify new supply areas in other Engineering Sector and orders are expected during the first half of the Financial Year 202526.

Share Capital

The paid up Equity Share Capital as on March 31, 2025 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.

Change in Name

The name of the Company has been changed from Lakshmi Automatic Loom Works Limited to Lakshmi Engineering and Warehousing Limited as per the Certificate of Incorporation dated 25^th October 2024.

Deposits

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

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 31.03.2025 is available in the Companys website at www.lakshmiew.com

Meetings of the Board and its Committees

Five Meetings of the Board of Directors were held on 23.05.2024, 07.08.2024, 10.09.2024, 12.11.2024, and 10.02.2025 during the Financial Year from 1^st April, 2024 to 31^st March, 2025. 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 31^st March, 2025 are as below:

Sl. Name of Directors No.	Board Meetings attended	Audit Committee Meetings attended	Nomination & Remuneration Committee Meeting attended	Stakeholders Relationship Committee Meeting attended	Last AGM attended (Yes/ No)
1 Sri S.Pathy	5				Yes
2 Smt.Aishwarya Pathy	5		2		Yes
3 Sri R.Santharam	5	4	2		Yes
4 Sri R.C.H.Reddy	2	2	1		Yes
Sl. Name of Directors No.	Board Meetings attended	Audit Committee Meetings attended	Nomination & Remuneration Committee Meeting attended	Stakeholders Relationship Committee Meeting attended	Last AGM attended (Yes/ No)
5 Sri R.Varadarajan	2	2	1		Yes
6 Sri C.Kamatchisundaram	2				Yes
7 Sri N.Jayachandar	5			1	Yes
8 Sri R.R.Balasundharam	2	2			Yes
9 Sri Pradip Roy	5				Yes
10 Sri M.VJeganathan	3	2	1		No
11 Sri M.R.Thiagarajan	3	2	1	1	No
12 Sri B.Sreeram	3	2		1	No

Ceased to be Independent Directors with effect from 10092024 Appointed as Independent Directors with effect from 10092024 Audit Committee

The Independent Audit Committee has been reconstituted at the Board Meeting held on 10.09.2024 consists of three Independent Directors and one NonExecutive Director as its Members as below. The Chairman of the Committee Sri M.VJeganthan is an Independent Director.

1. Sri M.VJeganathan	Chairman	Independent Director
2. Sri R.Santharam	Member	Non Executive Director
3. Sri M.R.Thiagarajan	Member	Independent Director
4. Sri B.Sreeram	Member	Independent Director

The Company Secretary is the Secretary of the Audit Committee.

Four Committee Meetings were held during the Financial Year ended 31^st March, 2025 on 23.05.2024, 07.08.2024, 12.11.2024 and 10.02.2025.

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

Nomination and Remuneration Committee

The Committee has been reconstituted at the Board Meeting held on 10.09.2024 as below 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.

1. Sri M.R.Thiagarajan	Chairman	Independent Director
2. Sri R.Santharam	Member	Non Executive Director
3. Smt Aishwarya Pathy	Member	Non Executive Director
4. Sri M.VJeganathan	Member	Independent Director

The Company Secretary is the Secretary of the Committee.

The Committee has met two times during the Financial Year ended 31^st March, 2025 on 07.08.2024 and 10.02.2025.

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 Companys website at the Link at: https://lakshmiew.com/nominationandremunerationpolicy/ 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 NonExecutive) and persons who may be appointed in Senior Management in Key Managerial positions and to determine their remuneration.

To determine remuneration based on the Companys 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 Companys 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 202425. Accordingly, a peer evaluation excluding the Director evaluated was carried out by the Board on 10.02.2025. 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 10.02.2025 reviewed the performance of NonIndependent 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 31^st March 2025, 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 31^st March 2025 and of the profit of the Company for the year ended 31^st March 2025;

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 31^st March 2025 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 31032025.

Secretarial Auditor

The Regulation 24A of the amendment dated 12122024 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 202425. The Secretarial Audit Report for the Financial Year ended March 31, 2025 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 arms 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 Companys website at the link at https://lakshmiew.com/policyonrelated partytransactions/

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 S.Pathy and Smt Aishwarya Pathy, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. A brief profile of the Directors retiring by rotation and seeking reelection, is annexed to the Notice of the ensuing Annual General Meeting.

Sri M.V.Jeganathan, Sri M.R.Thiyagarajan and Sri B.Sreeram were appointed as Independent Directors of the Company on 10.09.2024. The Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee were reconstituted on 10.09.2024 with the new appointed Directors.

Mr.B.Ashok Kumar, Chief Technical Officer in Senior Management has resigned due to personal reasons and relieved on 30.11.2024. There were no other 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 Boards 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 20222023 to 20262027 at the 48^th Annual General Meeting held on 10^th 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.

LEWL

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 subregulation (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 Companys 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 31^st March, 2025.

A copy of the Vigil Mechanism / Whistle Blower Policy is posted on the Companys website at https://lakshmiew. com/vigilmechanismwhistleblowerpolicy/

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.

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 31032025 were:

Sl. Particulars No.	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 Companys 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 202526 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.

By Order of the Board (Sd.) S.PATHY

Place : Coimbatore Chairman

Date : 23052025 DIN No.00013899

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Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

[Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

A. Conservation of Energy

a) The Manufacture of Spares and Accessories for Textile Machinery and Parts for Machine Tools is not energy intensive. Efforts are continuously made to avoid waste of energy.

b) The Company currently manufactures Spares and Accessories for Weaving and Knitting Machines, Parts for Machine Tools and other Textile Machineries and the consumption of energy is not large. There was no capital investment on energy conservation equipments during the year.

B. Technology Absorption

(i) Efforts made towards technology absorption.

The Company is fully adopting the technology in manufacturing of Spares and Accessories for Spinning, Weaving and other Engineering Products.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

The quality Spares and Accessories for Textile Machinery and Parts for Machine Tools supplied by the Company are well received by the users.

(iii) The Company has not imported any new technology during the last three Financial Years.

(iv) The expenditure incurred on R&D during the year was not material.

C. Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned by the Company during the year : 160.73 Lakhs Total Foreign Exchange outgo during the year : Nil

Place : Coimbatore Date : 23052025

By Order of the Board (Sd.) S.PATHY Chairman DIN No.00013899