Laxmi Cotspin Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 19^th Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2024.

1. Financial Summary (Consolidated)

Rs. In Lacs

Particulars	Financial Statement
	2023-24	2022-23
Income from Operations	14402.21	14328.95
Other Income	541.27	143.11
Total revenue	14943.48	14472.06
Operating Costs	14592.32	14830.40
Profit before depreciation	351.17	(358.34)
Depreciation	303.56	326.20
Profit before exceptional item and Tax	47.61	(684.53)
Extra-Ordinary Item	(81.5)	0.34
Profit before Tax (PBT)	(33.89)	(684.19)
Tax expense	(7.02)	(98.30)
Profit for the year (PAT)	(26.87)	(585.89)
Compressive income	(4.13)	3.04
Total Profit for the year	(31.00)	(582.84)
Basic EPS	(0.16)	(3.40)

During the year under review our company has achieved sales Turnover of Rs. 14943.48 lakhs as against Rs. 14472.06 lakhs, achieved in the previous year. In the FY 2023-24, Company has

incurred loss of Rs. (31.00) lakhs as against the loss in the previous year amounting to Rs. (582.84) lakhs.

2. Change in the nature of Business, if any,

There has not been any change in the nature of business of the company during financial year 2023-2024.

3. Transfer to Reserve

Company has not declared any dividend and transferred loss of Rs. (31.00) lac to general reserve.

4. Change of Name

The Company has not changed its name during financial year 2023-2024.

5. Capital Structure

The capital structure of the company as on 31.03.2024 is as follows:

The Authorized share capital of the company is Rs. 40,00,00,000 (Rupees Forty Crore) divided into 4,00,00,000 (Four Crore) Equity shares of Rs. 10 Each.

The issued, subscribed and paid-up share capital of the company is Rs 17,14,76,700 (Rupees Seventeen Crore Fourteen Lakhs Seventy Six Thousand Seven Hundred) divided into 1,71,47,670 (One Crore Seventy-One Lakhs Forty-Seven Thousand Six Hundred Seventy) Equity shares of Rs. 10 Each.

During the year under review the company has not issued and shares. The company has not issued any shares with differential voting rights or sweat equity or granted stock options.

6. Dividend

In order to plough back the profits for the activities of the company and strategy of growth in the business through enhancing manufacturing capacity, your directors do not recommend any dividend for the financial year.

7. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year:

During the Financial Year Mr. Piyush Agrawal (DIN-08973966) is resigned from the post of independent director w.e.f 1^st May, 2023.

At the start of the Financial Year 2023-24 Mr. Sagar Pagariya resigned from the post of Company Secretary &Compliance Officer of the Company, w.e.f. 1^st April, 2023 and Mrs. Soni Shailesh Karwa appointed as Company Secretary & Compliance Officer of the Company, w.e.f. 1st April, 2023

• Directo r Retiring by Rotatio n

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Ramesh Mundada, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board of Directors recommends his re-appointment.

8. Material Changes Between the Date of The Board Report and End of Financial Year

There was Appointment of M/s D. Sagar and Associates, Practicing Company Secretary (M.No F 9518 and COP 11547), as a secretarial auditor of the company to fill casual vacancy caused due to death of CS Arun Joshi proprietor of M/s A. R. Joshi &Associates, Practicing Company Secretary, (ACS No. 5480, COP 4247) between the end of the financial year of the Company to which the financial statements relate and the date of the report.

9. Particulate of Employees-

As required, no employee of the company was in receipt of remuneration exceeding the limit prescribe under rule 5 (2) of the companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

10. Meetings of Board of Director and Shareholders.

Eleven Board meetings and One shareholders meeting, were held during the Year 2023-24. Five Audit Committee Meetings and Four Nomination and Remuneration Committee Meetings and Two Stakeholders Relationship Committee Meetings and Two Corporate Social Responsibility Committee Meetings were also held during the year. The intervening gap between meetings was within the period prescribed under Secretarial Standards applicable to the company.

11. Board Evaluation

Pursuant to the provision of the companies Act, 2013, Listing regulation along with other rules and regulation applicable, if any, the company has carried out the annual performance evaluation of its own performance, the director individually as well as the evaluation of the working of its committees, A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspect of the board functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of the individual director including the Chairman of the Board, who were evaluated on parameter such as level of engagement and contribution, independence of judgment, Safeguarding interest of the company and its minority shareholders, etc. The performance evolution of Independent Director was carried out by entire board. The performance evolution of the chairman and non-Independent Director was carried out by the Independent Director who also reviewed the performance of the secretarial Department. The Director expresses their satisfaction with the evaluation process.

12. Company Policy on Directors Appointment and remuneration

The policy of the company on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of Director and other matters provided under Sub - section (3) 178, is explained in the corporate governance report.

13. Details Of Remuneration to Directors: -

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure.

14. Disclosure Of Composition of Audit Committee and Providing Vigil Mechanism:

The Audit Committee consists of the following members

Names	Designation
Mr. Gopal Mundada (ID)	Chairman
Mr. Sanjay Kachrulal Rathi (MD)	Member

The above composition of the Audit Committee consists of independent Directors.

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism, that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also, provides for adequate safeguards against victimization of persons, who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Vigil Mechanism Policy have posted on the website of the Company.

15. Declaration by an Independent director(s)

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act 2013. Further that the Board is of the opinion that all the independent directors fulfil the criteria as laid down under the Companies Act 2013 and the SEBI (LODR) Regulations 2015 during the year 2023-24, same is enclosed herewith as Annexure.

16. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on 19^th December, 2023 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

17. Board Independence

Our definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. The Company is having following independent directors:

(i) Kailash Shrikisan Biyani

(ii) Gopal Satyanarayan Mundada

(iii) Vijaykumar Jainarayan Zanwer

(iv) Ketankumar Shankarlal Shah

Mr. Kailash Biyani (ID)

Member

As per provisions of the Companies Act 2013 Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

18. Vigil Mechanism for Directors and Employees:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy.

19. Extracts of Annual Return in Form MGT-9 U/s 92 (3) of Companies Act, 2013

In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 will be made available on the website of the company after conclusion of the AGM.

20. Deposits:

The company has neither accepted any deposit from the public nor from its members.

21. Particulars of Loans, Guarantees and Investments:

The company has not given any loans or provided guarantees or made investments to third parties in which directors are interested as specified in section 185 of the Companies Act, 2013 during the year under review.

22. Reply to Adverse Remark Made by Statutory Auditor:

There are no adverse remarks made by the auditor of the company.

23. Internal Control Systems and Their Adequacy:

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that, all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use

or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

24. Related Party Transactions:

All transactions entered into with the related parties, as defined under the Companies Act, 2013, during the financial year, were in the ordinary course of business and on arms length pricing basis, as per the management representation certificate provided to auditor of the company and do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

A policy on the related party transactions was framed & approved by the Board and posted on the Companys website.

https://laxmicotspin.com/wp-content/uploads/2024/05/7.-Related-Party-Transaction-

Policy.pd

25. Investors Education and Protection Fund

During the financial year 2023-24 ended 31^st March 2024 under review there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such no specific details are required to be given or provided.

26. Prevention of Insider Trading

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2023-24.

27. Holding, Subsidiary and Associate Relationship:

The Company does have Two wholly Owned subsidiaries.

1) Laxmi Spintex Private Limited (CIN: U17299MH2021PTC362557)

2) Laxmi Surgical Healthcare Private Limited (CIN: U33100MH2021PTC364930)

28. Risk Management Policy

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board.

The Company has adequate internal control systems and procedures to combat the risk.

The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time basis.

29. Policy On Preservation of The Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

https://laxmicotspin.com/wp-content/uploads/2024/05/POLICY-FOR-PRESERVATION-OF-

DOCUMENTS-AND-ARCHIVAL-OF-DOCUMENTS.pdf

30. Policy On Criteria for Determining Materiality of Events

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

https://laxmicotspin.com/wp-content/uploads/2023/06/Policy-for-Determination-of-

Materiality-of-Events-an-Information.pdf

31. Statutory Auditors& Auditor Reports

The Board of Director of the Company had appointed M/s. DMKH AND CO, Chartered Accountants (Firms Registration No.: 116886w), Mumbai as Statutory Auditors in the 17^thAnnual General Meeting held in year 2022.

Accordingly, proposal for ratification as Statutory Auditors is being placed before the shareholders for approval at the 19^thAnnual General Meeting to hold office from Financial Year 2022-23 to 2026-27.

32. Secretarial Audit report

In terms of Section 204 of the Companies Act, 2013 and rules made there under and on the recommendations of the Audit Committee of the Company, The Board of Directors has appointed M/s Sagar Deo and Associates, Practicing Company Secretary as a Secretarial Auditor for conducting the Secretarial Audit for the FY 2023-24, to fill casual vacancy caused due to death of CS Arun Joshi Practicing Company Secretary, Aurangabad.

The reports of secretarial auditor are enclosed as Annexure to this report.

33. Appointment of Cost Auditor:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014 as amended from time to time your directors have appointed M/s Cheena & Associates, Practicing Cost Accountant for Conducting cost audit for a period 2023-24.

34. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 (as amended) the Board of Directors on the recommendations of the Audit

Committee of the Company has appointed M/s Mohini Malpani & Associates, Chartered Accountants, as an internal Auditor of the company for FY 2023-24.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the financial year to the Audit Committee and Board of Directors of the Company do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

35. Recognition to company as an Export House:

The directors have pleasure to inform you that our company LAXMI COTSPIN LIMITED has been recently recognized as a STAR EXPORT HOUSE BY MINISTRY OF COMMERCE, GOVERNMENT OF INDIA.

36. Certification

1) Laxmi Cotspin Ltd has accredited as a training provider under National Skill Development corporation.

2) Udyam Registration Certificate (MSME).

3) Ginning & Spinning unit certified by control union, for Organic processing and trading

4) Ginning & Pressing unit, 4 Star rating certified by Textiles Committee.

5) Organic Cotton Production Certified by NOCA.

6) Recognized as a Star Export House by Ministry of Commerce, Government India

7) Recognized as BCI Membership (BETTER COTTON INITIATIVE) by BCI Council

37. Membership:

4- Membership of Cotton Association of India

4- Membership of Texprocil of India

38. Corporate Social Responsibility

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

A brief outline of the Companys CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes. (Annexure)

39. Corporate governance:

The Company being listed on the EMERGE Platform of National Stock Exchange of India Limited therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Hence no Corporate Governance Report is required to be disclosed with Annual Report. It impertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

40. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

41. Employee relations

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and cooperation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

42. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: -

The particulars as prescribed under Sub Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

A comparative Statement showing consumption of electricity per kg of yarn manufactured during the current and previous year is appended here with as Annexure.

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

i) Continuous research to upgrade existing products and to develop new products and services.

ii) To enhance its capability and customer service the Company continues to carry out R & D activities in house.

2. Benefits derived as a result of the above efforts:

i) Introduction of new and qualitative products.

ii) Upgrade of existing products.

43. Future plan of action:

Company will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual Outflows

Particulars	2023-24	2022-23
Foreign Exchange Earnings	4,58,03,745	NIL
Foreign Exchange Outgo	7,26,262	13,81,166.00

44. Disclosure Under Sexual Harassment of Women at Workplace (Prevention- Prohibition and Redressal) Act, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

45. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual report is annexed with Annexure.

46. Registrar and share transfer agent:

The Company has appointed Link Intime India Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Link Intime India Private Limited situated at "C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai MH 400083 IN”

47. Significant and Material Orders Passed by The Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys Operations in Future

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

48. Enhancing shareholders value:

Your Company believes that its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building or growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

49. Dematerialisation of Securities:

The Company equity shares are admitted in the system of Dematerialisation by both the Depositories namely NSDL and CDSL. As on 31^st March, 2024, all 1,71,47,670 equity share dematerialized viz. National Securities Depository Limited and Central Depository Services (India) Limited which represents whole 100% of the total issued subscribed and paid-up capital of the company as on that date. The ISIN allotted to your Company is INE801V01019. Status of the securities as on 31^st March, 2024 hereunder:

	CDSL	NSDL	TOTAL
Share in DEMAT	2767857	14379813	17147670
Physical Shares	NIL	NIL	NIL

50. Compliances of Secretarial Standards:

The Board of Directors confirm that the Company has duly complied and is in compliance, with the applicable secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meeting of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, during the financial year 2023-2024 ended 31^st March 2024.

51. Suspension of Trading:

37

The equity shares of the company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2023-2024.

52. Details of Application made or any proceeding pending under the IBC 2016:

During the year under review no application was made further no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against of the company.

53. Our Vision:

To be a most adorable global partner to all the stake holders in every aspect of textile manufacturing.

54. Our Mission:

By offering quality bales & premium yarns and timely service embedded with value driven culture resulting in finding new avenues to surpass global standards in every activity that needs to nurture the society to the better tomorrow.

55. Directors Responsibility Statement as Per Section 134(5)

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and loss 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 for financial year ended on March 31, 2024 on a going concern;

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(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.

56. Acknowledgement

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, advisors & consultants, other Intermediary service provider and other investor for their continuous support for the working of the company.

For and on behalf of the Board of Directors Laxmi Cotspin Limited

	Sd/-
Date: 04/09/2024	CS Soni Shailesh Karwa
Place: Jalna	Company Secretary & Compliance Officer