Lambodhara Textiles Ltd Directors Report

Dear Shareholders,

Your directors take pleasure in presenting their Thirty First Annual Report on the business and operations of the Company and the financial statements for the year ended 31 st March 2025.

FINANCIAL HIGHLIGHTS:

Companys financial performance for the year under review along with previous years figures are g i v en here u nder : ( in Lakhs)

Particulars	31-03-2025	31-03-2024
Revenue from operations	23,166.61	19,469.02
Other Income	337.33	488.43
Operating Profit before Finance Costs, Depreciation & Tax	2,653.07	2,187.84
Less: Depreciation & Amortization	1,062.80	1,077.08
Less: Finance Costs	425.85	323.53
Profit before Tax	1,164.42	787.23
Provision for Tax	204.88	132.00
Deferred Tax	279.01	197.77
Tax in respect of earlier years	(1.95)	(3.60)
Net Profit for the year	682.49	461.06
Other comprehensive income	24.39	13.09
Total comprehensive income for the year	706.87	474.15
Add: Balance brought forward from previous year	8,695.89	8,299.57
Profit available for appropriation	706.87	474.15
Appropriation of Profits	9,402.76	8,773.72
Transfer to General Reserve	0	0
Dividend paid	51.89	77.83
Balance carried over to Balance Sheet	9,350.88	8,695.89

REVIEW OF BUSINESS OPERATIONS

The Company achieved a total turnover of 231.67 Crores as against a turnover of 194.69 Crores in the previous year. The Companys Profit Before Tax is 11.64 Crores during the year, as compared to 7.87 Crores in the previous year. The Company earned a Net Profit of 6.82 Crores, as against a Net Profit of 4.61 Crores in the previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31 st March, 2025.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to general reserves. However, the current years profit of 682.49 Lakhs has been added to the retained earnings under the head "other equity".

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

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

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

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

(e) the internal financial controls to be followed by the company were laid down and such internal financial controls were 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.

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 CETNRAL GOVERNMENT.

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The Independent Directors of the Company have complied with the requirements of the provisions in relation to the Independent Directors Databank as stated in the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the Listing Regulations, has formulated a policy on Nomination and Remuneration

for its Directors, Key Managerial Personnel and senior management which inter-alia provides the diversity of the Board and provides the mechanism for performance evolution of the Directors. The detailed Remuneration Policy of the Company can be accessed on the Companys website at the link . pdf.

COMMENTS ON AUDITORS REPORT

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

With respect to the remarks made by the Secretarial Auditors, M/s. MDS & Associates LLP, Company Secretaries, your directors wish to state as follows:

Remark of the auditors	Reply
1. The Company has submitted the information regarding loss of share certificates to the stock exchange(s) beyond the time prescribed in Regulation 39(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company will ensure that there are no such instances going forward.

Other than the above, there are no qualifications, reservations or adverse remarks or disclaimers made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial Auditors in their report.

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

Particulars of the investments made by the Company as at 31 st March 2025 are given in the Notes forming part of the Financial Statements. The Company has not given any loans or guarantees or provided any security to any person or other bodies corporate under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulations during the financial year 2024-25 were in the ordinary course of business and on an arms length pricing basis. The particulars of contract and arrangement entered into with related parties referred in Section 188(1) of the Companies Act, 2013, which are material in nature are disclosed in the prescribed Form No. AOC-2 and annexed herewith as Annexure - 1 to this report.

The Policy on RelatedPartyTransactionsasapproved by theAudit Committeeand the BoardofDirectors of the Company has been uploaded on the companys website and may be accessed through the link at .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the 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 furnished in Annexure - 2 and is attached to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation 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 inventorised and integrated with the management process such that they receive the necessary consideration during decision making. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of promoting education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companys CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 3 and forms an integral part of this Report.

The CSR Policy may be accessed on the Companys website at . com/Admin/web/images/Document/01042021141200PM.pdf .

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS

In compliance with the relevant provisions of the Act read with the Rules made thereunder and the Listing Regulations, the performance evaluation of the Board as a whole, its specified Statutory Committees, the Chairman of the Board and the Individual Directors was carried out for the year under review.

In a separate meeting of independent directors, the performance of non-independent directors was evaluated. Independent Directors had evaluated the quality, quantity and timeliness of the

flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment of Independent Directors

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 13 th August 2024, appointed Mr. Krishnamoorthy Narendra (DIN: 00412219) and Mr. Vishnu Rajkumar Nischal (DIN: 01612434) as the Additional Directors in the capacity of Independent Directors of the Company. Consequently, their appointment as Non-Executive Independent Directors of the Company to hold office for a first term of five (5) consecutive years with effect from 13 th August 2024 were approved by the Shareholders at the 30 th Annual General Meeting held on 16 th September 2024.

Further, upon the recommendation of the Nomination and Remuneration Committee, and the Board of Directors at their meeting held on 9 th September 2024, Mr. Ramaseshan Mohan (DIN: 01492721) was appointed as Independent Directors of the Company for the first term of five (5) consecutive years with effect from 17 th October 2024 by the Members through Postal Ballot on 17 th October 2024.

Retirement of Independent Directors

During the year under review, Mr. Vastupal Rajnikant Mehta and Mr. Meenakshi Sundaram Rajkumar, Independent Director(s) completed their second term of five years and retired from the Board of the Company effective 10 th September 2024. The Board wishes to place on record its appreciation for the invaluable services rendered by them during their tenure as independent directors of the Company.

Director liable to retirement by rotation:

Mr. Bosco Giulia (DIN: 01898020) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your directors recommend her re-appointment.

Key Managerial Personnel

Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203 of the Companies Act, 2013 are Mrs. Bosco Giulia, Mr. Narayanasamy Balu, Mr. Nishanth Balu, Wholetime Directors, Mr. R Santossh, Chief Financial Officer and Mrs. Shanthi P, Company Secretary and Compliance Officer.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under and there are no outstanding deposits as on 31 st March 2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The committee reviews the statutory auditors report, key issues, significant processes and accounting policies.

The Directors confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations 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.

AUDITORS

STATUTORY AUDITORS

M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered Accountants, Coimbatore were appointed as the statutory auditors of the company for a period of five years at the 28 th Annual General Meeting of the company held on 8 th September 2022. The company has received a certificate from M/s. Mohan & Venkataraman, Chartered Accountants, Coimbatore, confirming that they are not disqualified from continuing as statutory auditors of the company.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made thereunder, M/s. MDS & Associates LLP, Company Secretaries, Coimbatore (LLPIN: ABZ 8060) were appointed as Secretarial Auditors of the Company to carry out the Secretarial Audit for FY 2024-25.

The report of the Secretarial Audit in Form No. MR-3 for the financial year 2024-25 is annexed as Annexure 4 to this report.

Pursuant to the Regulation 24A of the Listing Regulations read with Section 204 of the Companies Act, 2013 and 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, on the recommendation of the Audit Committee, 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.

MDS & Associates LLP have consented and confirmed their eligibility for appointment as Secretarial Auditors of the Company. The necessary Resolution for their appointment has been included in the Agenda of the Annual General Meeting Notice for the approval of the Members.

Further, the Secretarial Compliance Report for the year ended 31 st March 2025 issued by the Practicing Company Secretary pursuant to Regulation 24A of the Listing Regulations, has been filed with BSE Limited and the National Stock Exchange of India Limited. A copy of the same is available on the Companys website: Document/02062025101049AM.pdf.

COST AUDITORS:

The Board of Directors on the recommendation of the Audit Committee, has appointed M/s. C. S. Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) as the Cost Auditors of the Company for the financial year 2025-2026. Pursuant to section 148 read with Rule 14 of the Companies (Accounts) Rules, 2014, the remuneration payable for the year 2025-26 to the Cost Auditors of the Company is subject to ratification by the shareholders at the ensuing Annual General Meeting. The Board recommends their remuneration for members ratification.

The Cost Audit Report for the financial year 2024-25 will be filed with the Central Government within the period stipulated under the Companies Act, 2013.

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

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the company has duly made and maintained the cost records as mandated by the Central Government.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have 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 onetime settlement with the banks or financial institutions.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure 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, is annexed herewith as Annexure - 5 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 against Sexual Harassment at work place in line with requirements of the Sexual Harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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. There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31.03.2025 for redressal.

CORPORATE GOVERNANCE

A report on corporate governance is annexed to and forms part of this report. The Company has complied with the conditions relating to corporate governance as stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Managements Discussion and Analysis Report (Regulation 34 of the Listing Regulations), which forms part of this Report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. Kindly refer to the Section on Corporate Governance, under the head, Audit Committee for matters relating to the composition, meetings, and functions of the Committee. The Board has accepted the Audit Committees recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of The Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower policy to deal with unethical or improper practice or violation of Companys Code of Business Conduct or any complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. The Policy gives a platform to the Whistle Blower

to report the complaints on the above-mentioned practices to the Chairman of the Audit Committee. Although the complainant is not expected to prove the truth of an allegation, the complainant aims to demonstrate that there are sufficient grounds for concern and that it is not done as a malicious act against an individual. The Audit Committee of the Board reviews the Complaints received, redressed, objected, withdrawn and dismissed for, every quarter in their meeting. During the year, there were no complaints under this policy. The Whistle Blower policy is available on the website of the Company at the following address Document/25042025110707AM.pdf

LISTING OF SHARES

Equity shares of the Company continue to be listed on National Stock Exchange of India Limited (NSE).

ACKNOWLEDGEMENTS:

The Board of Directors express their appreciation for the contribution made by the employees, customers and bankers for the support extended by them during the year under review.

	By Order of the Board
	For Lambodhara Textiles Limited
	Ramakrishnan Baba Chandrasekar
Place : Coimbatore	Chairman
Date : 8 th August 2025	(DIN: 00125662)