Lux Industries Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present herewith the 30th Annual Report of Lux Industries Limited (‘the Company) along with the Audited Standalone and Consolidated Financial Statements for the Financial Year (‘FY) ended March 31, 2025.

1. Financial Highlights

(Rs. in Crores)

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	2578.50	2324.05	2583.06	2324.29
Other Income	29.79	16.59	29.84	21.00
Total Revenue	2608.29	2340.64	2612.90	2345.29
Profit Before Tax	222.23	180.21	220.66	172.23
Tax Expense (Including Deferred Tax)	56.14	46.64	56.12	46.63
Profit after Tax	166.09	133.57	164.54	125.60

2. Operating & Financial Performance

The Company has demonstrated remarkable resilience and consistent growth, achieving a milestone Standalone Revenue of Rs.2,578.50 Crores for FY 2024-25, compared to Rs.2,324.05 Crores in the previous year. This impressive performance comes despite formidable challenges such as the global recession, Red Sea crisis, supply chain disruptions, sustainability pressures, and high inflation rates. By effectively navigating these hurdles, the Company continues to strengthen its position within the hosiery sector. The EBITDA margins increased by 103 bps YoY to 10.17% standing at Rs.264.77 Crores in FY 2024-25, reflecting consistent operational e_iciency, as compared to Rs.219.67 Crores in the prior period. The Company achieved a stabilized PAT of Rs.166.09 Crores in FY 2024-25. Working capital days have elongated from 161 in FY 2023-24 to 181 during FY 2024-25.

Lux, continued expanding its presence across major e-commerce platforms, strengthening accessibility and brand visibility. Lux Cozi, the flagship mens innerwear brand, registered ~20% YOY volume growth. Further solidifying its leadership position. Lux Venus, another power brand, registered ~11% YOY volume growth, reflecting sustained consumer demand. Notably, Lux Venus Rainwear, introduced in the previous year, received an encouraging response and extended the brands portfolio across mens, womens, and kids segments.

Meanwhile, LYRA, the leading womens wear brand, reinforced its strong market standing by boldly expanding into new product segments, responding to the evolving preferences of contemporary women. While venturing into these new categories, the brand has consistently upheld its signature blend of style, perfect fit, and all-day comfort—qualities that have long defined its identity. This thoughtful combination of innovation and consistency has enabled LYRA to deepen customer trust and expand its loyal base. In doing so, it isfurther cementing its reputation as a bold, trusted, and forward-looking fashion brand that continues to redefine everyday fashion for women. The companys latest entrant, PYNK, gained rapid traction, offering fashionable and comfortable apparel for modern consumers. With the support of Shraddha Kapoor as the brand ambassador, PYNK embodies the vibrant, unstoppable spirit of todays women — fearless, passionate and purpose-driven.

Lux Parker is also a fresh addition to Lux Industries expanding brand portfolio, designed to meet the evolving needs of Indian consumers. A bold step into the economy segment of the Company, Lux Parker offers a complete range of innerwear and outerwear for men, women, and kids at affordable prices. This new brand sets the stage for a new chapter in accessible comfort across India. With its promise of a_ordability and excellence, Lux Parker ensures that "Pehenna Jaroori Hai"—because comfort should be a necessity, not a luxury.

Lux Nitro marks a bold entry into the mid-premium mens innerwear segment, bringing a fresh and energetic vibe tailored for todays youth. Built on the pillars of superior fabric, advanced functionality, and modern aesthetics, Lux Nitro offers a versatile range including briefs, vests, drawers, and t-shirts—seamlessly blending comfort with contemporary style. Launched with the tagline "Yeh Andar Ki Baat Hai" the brand champions the power of inner confidence, emphasizing how the right fit can inspire self-belief. With Kartik Aaryan as the brand ambassador, his dynamic persona and strong youth appeal align perfectly with Lux Nitros ethos of bold self-expression and authenticity. The brand received a promising response in Q4 of its launch, reflecting strong initial consumer acceptance and validating its positioning in the market. Lux Industries continues to benefit from long-standing distributor relationships, ensuring a robust supply chain and seamless market penetration. The companys targeted marketing initiatives have consistently enhanced brand appeal, strengthening consumer engagement across diverse demographics. Furthermore, emerging brands hold significant potential for growth, paving the way for expansion into new segments and markets.

The Company remained committed to ongoing process enhancements, ensuring smooth operations across its facilities. Further strengthening its market position, Lux Industries has taken proactive steps to ensure sustainability and innovation. In addition to the existing 1,000 kW solar panel at its West Bengal facility, the Company has further strengthened its commitment towards sustainable operations by installing a 700 kW solar panel at its Tamil Nadu facilities. This initiative reflects its dedication to reducing environmental impact while optimizing energy efficiencyacross its facilities. Throughout the year, all manufacturing units operated efficiently, with strict safety measures consistently followed and continuously refined across all locations.

During the year under review, there has been no change in the nature of business of the Company. Further, there was no change in the nature of business carried on by its subsidiary also.

3. Performance of Subsidiary Company Artimas Fashions Private Limited

During the year under review, Artimas Fashions Private Limited, Subsidiary of the Company has reported Rs.15.31 Crores as Revenue from operations. The Total Income for the current financial year was Rs.15.37 Crores as compared to Rs.21.81 Crores in the previous financial year.

4. Dividend

Over the years, Lux has consistently followed a policy of paying dividend, keeping in mind the cash-generating capacities, the expected capital needs of business and strategic considerations. The Company recommended/ declared dividend as under:

Type of Dividend	Dividend Per Share in Rs.
	Financial Year	Financial Year
	2024-25	2023-24
Interim Dividend	Nil	Nil
Final Dividend	2.00*	2.00
Total Dividend	2.00	2.00

*Recommended by the Board of Directors at its meeting held on May 23, 2025 for financial year 2024-25. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

Note: The Promoters and Promoter group has waived their right to receive dividend for the financial year 2024-25 and 2023-24 to reserve the resources for future expansion while rewarding public shareholders.

Dividend Distribution Policy

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Board of Directors of the Company has adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the website of the Company i.e., https://s3.amazonaws.com/luxs/ckeditors/ pictures/535/original/Lux__Dividend_Distribution_Policy. pdf

5. Capex and Liquidity

During the financial year 2024-25, the Company incurred a capital expenditure of Rs.37.17 Crores, funded through internal accruals, towards the acquisition of fixed assets. This primarily included upgraded equipment and machinery to enhance operational efficiencyand support capacity expansion. The Companys total borrowings increased from Rs.189 Crores as on March 31, 2024, to Rs.287 Crores as on March 31, 2025. This rise was primarily attributable to increased working capital requirements arising from the introduction of new brands, expansion into new product categories, and scaling up of distribution channels to capture emerging market opportunities.

6. Material Changes and Commitments

No material changes and commitments have occurred from the date of the close of the financial year, to which the financial statements relate, till the date of this Report, which affects the financial position of the Company.

7. Significant & Material Orders

No significant and material orders have been passed by any Regulators, Courts or Tribunals during the financial year under review that would impact the Companys going concern status or its future operations.

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this report.

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary is given in Form AOC-1 which is annexed as Annexure ‘K.

9. Share Capital

The paid-up share capital of the Company stood at Rs.6,26,35,362 as at March 31, 2025 comprising of 3,00,71,681 equity shares of Rs.2/- each (plus forfeited share capital amounting Rs.24,92,000). During the year under review, there was no change in the Share Capital of the Company.

10. Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the financial year under review.

11. Transfer to Investor Education and Protection Fund

During the financial year 2024-2025, the Company has transferred unpaid/unclaimed dividend, amounting to Rs.83,661.2 for the financial year 2016-17 to the Investor Education and Protection Fund (IEPF) of the Central Government of India. The details of the shares transferred, if any, to IEPF account is available on the Companys Website- https://s3 .amazonaws.com/luxs/ckeditors/pictures/524/ original/Statement_of_Unclaimed_Dividend.pdf

The dividend which was declared for the year ended March 31, 2018 at the Annual General Meeting held on September 27, 2018, which remains unclaimed, will be transferred to the IEPF by November, 2025 pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013 read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016. Therea_er, no claim shall lie against the Company for such unclaimed dividends. Shareholders will be required to submit their claims directly to make their claim with the IEPF Authority following the appropriate prescribed rules and procedures in this regard. Further, the equity shares corresponding to the dividend which remained unclaimed for seven consecutive years, will be also transferred to the Demat account of the IEPF Authority. Individual notices and necessary newspaper publication will be made in this regard.

In compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, 5

Equity shares in respect of 1 folio which remained unclaimed for seven consecutive years were transferred to the IEPF Authority during FY 2024-25. Individual notices to concerned shareholder(s) were served and advertisement in newspapers were published by the Company in this regard.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at investors@luxinnerwear.com or to the Companys Registrar and Transfer Agent, KFin Technologies Limited at einward.ris@kfintech.com or at their address at KFin Technologies Limited, Unit: Lux Industries Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad 500032. Members can find the details of the Nodal officer appointed by the Company under the provisions of IEPF at https://www. luxinnerwear.com/investor-contacts.

The list of shareholders whose dividends remain unclaimed as on the date of the ensuing AGM will be uploaded on the website of the Company https://www.luxinnerwear.com/ under heading ‘Investors Section.

12. Deposits

Your Company has not accepted deposits from the public during the financial year 2024-25, hence, there is no opening balances of Deposits and no principal or interest on deposits were outstanding as on the date of balance sheet as per the provisions of the Companies Act, 2013 and the Rules made thereunder.

13. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilized by the recipient are provided in the Standalone Financial Statement. (Refer Note 37 to the Standalone Financial Statements).

14. Internal Financial Control System and their adequacy

Your Company has established guidelines and procedures that facilitate adequate internal financial control system (including internal financial control system) throughout the Company. The details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis, which forms part of this Report.

15. Corporate Social Responsibility Initiatives

Pursuant to Section 135 of the Companies Act 2013, read with rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee (the "CSR

Committee") for monitoring and overseeing the CSR initiatives. The composition of the Committee is given in the Corporate Governance Report forming part of the Annual Report. Lux undertakes CSR initiatives both directly and as well as through Lux Foundation. During the year under review, Companys CSR initiatives were based primarily towards: -

Promotion of Sports

Healthcare

Promotion of Education

Social Welfare of Socially and economically backward group

Animal Welfare

Ensuring Environmental Sustainability

Protection of National Heritage, Art and Culture

During the year under review, the Company has spent an amount of Rs.8.73 Crores towards its CSR obligations. The CSR Policy of the Company can be accessed on the Companys website at the link: https://s3.amazonaws.com/luxs/ ckeditors/pictures/95/original/CSR_Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure ‘A forming part of this Report.

16. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year 2024-25 is annexed as Annexure ‘B forming part of this Report.

17. Corporate Governance

The Company is committed to uphold highest standards of Corporate Governance practices. Pursuant to Regulation 34(3) read with Para C of Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance together with a certificate from the Secretarial Auditor of the Company confirming compliance with the applicable Corporate Governance requirements is set out in Annexure ‘C and Annexure ‘E respectively forming part of this report.

18. Managing Director and Chief Financial O_icer Certification

As required under Part B of Schedule II read with Regulation 17(8) of the SEBI Listing Regulations, the certification on the accounts of the Company by Mr. Pradip Kumar Todi, Managing Director and Mr. Ajay Nagar, Chief Financial O_icer is provided in the Annexure ‘D of this Annual Report. Further, the declaration on the Code of Conduct by the Board of Directors and Senior Management Personnel has been included in this annexure.

19. Directors, Key Managerial Personnel (KMP) & Senior Managerial Personnel (SMP)

As on March 31, 2025, the Board comprised of twelve directors, six of whom were independent directors, including three independent woman directors. The Chairman of the Board and the Managing Director were held by different individuals, both being Executive Directors. The details of the composition of the Board of Directors has been provided in the Corporate Governance Report forming part of this Annual Report. The profile of all director as on date are available on the Companys website at https://www.luxinnerwear.com/management/ board-of-directors.

During the year under review, the Members approved the following re-appointment of Directors: a. Mr. Ashok Kumar Todi (DIN: 00053599) and Mr. Udit Todi (DIN: 02017579), who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 and were reappointed as a director. b. Mr. Pradip Kumar Todi (DIN: 00246268) was re-appointed as a Managing Director of the Company for a period of five years effective from September 28, 2024.

The Board of Directors of the Company in its meeting held on March 30, 2024, and based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Kumud Chandra Paricha Patnaik (DIN: 09696281), Mr. Sadhu Ram Bansal (DIN: 06471984) and Mrs. Shashi Sharma (DIN: 02904948) as Additional Directors in the category of Non-Executive - Independent Director of the Company for a term of 3 (three) consecutive years each, with effect from April 01, 2024. Further, Pursuant to the Regulation 17(1C), the Company has sought the consent of the members through postal ballot dated June 22, 2024 to approve the appointment of Mr. Kumud Chandra Paricha Patnaik (DIN: 09696281), Mr. Sadhu Ram Bansal (DIN: 06471984) and Mrs. Shashi Sharma (DIN: 02904948) as Independent Directors of the Company for a term of three consecutive years effective from April 01, 2024 till March 31, 2027 (both days inclusive). Apart from the above, there were no other changes in the composition of Board during the period under review.

As required under Regulation 34(3) read with Schedule V Para C clause (10)(i) of the SEBI Listing Regulations, a Certificate on Non- disqualification of Directors by M/s MR & Associates, Practicing Company Secretaries confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority is annexed as Annexure ‘F to the Directors Report.

As on March 31, 2025, the Key Managerial Personnel (KMP) of the Company in compliance with the provision of Section 203 of the Companies Act, 2013 are as under: -

Sl. No.	Name of the KMP	Designation
1.	Mr. Ashok Kumar Todi	Chairman and Whole-time Director
2.	Mr. Pradip Kumar Todi	Managing Director
3.	Mr. Navin Kumar Todi	Executive Director
4.	Mr. Rahul Kumar Todi	Executive Director
5.	Mr. Saket Todi	Executive Director
6.	Mr. Udit Todi	Executive Director
7.	Mr. Ajay Nagar@	Chief Financial O_icer
8.	Mrs. Smita Mishra@	Company Secretary & Compliance O_icer

@ Along with being the Key Managerial Personnel (KMP) they are also designated as the Senior Managerial Personnel (SMP) of the Company.

During the year under review, there has been no change in the Key Managerial Personnel (KMP) of the Company.

The details of the Senior Managerial Personnel (SMP) of the Company as on March 31, 2025, are provided in the Corporate Governance Report forming part of this report. a. Retirement by Rotation

Mr. Pradip Kumar Todi (DIN: 00246268), and Mr. Navin Kumar Todi (DIN: 00054370), Executive Directors of the Company, are liable to retire by rotation and, being eligible, offer themselves for re-appointment in accordance to Section 152(6) of the Companies Act, 2013, at the ensuing Annual General Meeting of the Company. b. Reappointment of Whole-time Directors and Independent Directors on completion of tenure i. The present tenure of appointment of Mr. Navin Kumar Todi (DIN: 00054370) as an Executive Director of the Company will end on May 24, 2026, and a resolution seeking approval of the members of the Company for his re-appointment will be placed at the ensuing Annual General Meeting of the Company. ii. The present tenure of appointment of Mr. Rahul Kumar Todi (DIN: 00054279) as an Executive Director of the Company will end on May 24, 2026, and a resolution seeking approval of the members of the Company for his re-appointment will be placed at the ensuing Annual General Meeting of the Company. iii. The present tenure of appointment of Mr. Saket Todi (DIN: 02821380) as an Executive Director of the

Company will end on May 24, 2026, and a resolution seeking approval of the members of the Company for his re-appointment will be placed at the ensuing Annual General Meeting of the Company. iv. The present tenure of appointment of Mr. Udit Todi (DIN: 02017579) as an Executive Director of the Company will end on May 24, 2026, and a resolution seeking approval of the members of the Company for his re-appointment will be placed at the ensuing Annual General Meeting of the Company. v. The present tenure of appointment of Mrs. Ratnabali Kakkar (DIN: 09167547) as a Non-Executive Independent Director of the Company will end on May 24, 2026, and a resolution seeking approval of the members of the Company for her re-appointment will be placed at the ensuing Annual General Meeting of the Company. vi. The present tenure of appointment of Mr. Rajnish Rikhy (DIN: 08883324) as a Non-Executive Independent Director of the Company will end on May 24, 2026, and a resolution seeking approval of the members of the Company for his re-appointment will be placed at the ensuing Annual General Meeting of the Company.

c. Declarations from Independent Directors

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, read with the applicable Rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations, the Independent Directors have submitted declarations confirming that each of them meets the criteria of independence. There has been no change in the circumstances affecting their status as independent directors of the Company.

d. Familiarization Programme

The details of the training and familiarization programme conducted for Independent Directors are provided in the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available on our website https://s3.amazonaws.com/luxs/ ckeditors/pictures/596/original/Lux_Familiarisation_ Programme_2025.pdf .The directors are also explained in detail, the various declarations/a_irmations required from him/her as an Independent Director under various provision of Companies Act, 2013, and such other applicable rules and regulations.

e. Board Evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17 and 19 of the SEBI Listing Regulations, the Board has carried out an evaluation of its own performance, the performance of that of its Committees and individual directors. The manner of the evaluation has been explained in Nomination & Remuneration Policy in the Corporate Governance Report.

The Boards performance was assessed based on inputs from all directors, considering criteria such as board composition and structure, the effectiveness of board processes, information flow, and overall functioning. Similarly, the performance of the committees was evaluated by the Board, with input from committee members, using criteria like committee composition and the effectiveness of committee meetings.

These criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. Additionally, in a separate meeting of Independent Directors held on February 13, 2025, the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was assessed, taking into account the views of executive and non-executive directors. In the same meeting, Independent Directors, as per Regulation 25(4) (c) of the SEBI Listing Regulations, assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

The Board and the Nomination and Remuneration Committee reviewed individual directors performance based on criteria such as their contributions to board and committee meetings, preparedness on issues discussed, and the meaningful and constructive inputs provided during meetings.

Following the meetings of the independent directors and the Nomination and Remuneration Committee, the Board discussed the performance evaluations of the Board, its Committees, and individual directors. The evaluation of independent directors was conducted by the entire Board, excluding the independent director being evaluated.

f. Nomination & Remuneration Policy

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 read with Para A of Part D of Schedule II of the SEBI Listing Regulations, the Board has, on the recommendation of the Nomination & Remuneration

Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The salient features of the Nomination and Remuneration Policy is stated in the Corporate Governance Report and has also been posted on the Companys website: https://s3.amazonaws.com/luxs/ ckeditors/pictures/590/original/Nomination_and_ Remuneration_Policy_new.pdf

g. Meetings

During the year under review, five Board Meetings were convened and held. The details of meetings of the Board are provided in the Corporate Governance Report, which is a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the SEBI Listing Regulations and such other rules and regulations.

h. Committees

The following are the details of the Committees as on March 31, 2025: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Risk Management Committee e. Corporate Social Responsibility Committee f. Committee of Directors g. Share Transfer Committee h. Internal Complaints Committee/Complaint Redressal Committee i. Oversight & Impact Assessment Committee The composition of statutory Committees, along with their respective roles, responsibilities, and terms of reference, are provided in detail in the Corporate Governance Report.

i. Board Procedure

The Board of Directors meets from time to time to transact the business in respect of which the Boards attention is considered necessary. The Board meets at least once in each quarter, which is scheduled in advance. There is a well-laid procedure to circulate detailed agenda papers to the Directors before each meeting and in exceptional cases these are tabled. The Directors discuss and express their views freely and seek clarifications on items of business taken up in the meetings. The discussions are held transparently. Various decisions emanating from such meetings are implemented to streamline the systems and procedures followed by the Company. The Board regularly reviews the strategic, operational policy and financial matters of the Company. The Board has also delegated its powers to the Committees. The Board reviews the compliance of the applicable laws in the meeting. The Budget for the financial year is discussed with the Board at the commencement of the financial year and the comparison of the quarterly/ annual performance of the Company vis-a-vis the budgets are presented to the Board before taking on record the quarterly/ annual financial results of the Company.

The information as specified in Regulation 17(7) of the SEBI Listing Regulations is regularly made available to the Board.

20. Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors confirm: a. that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any; b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date; c. that proper and su_icient care has been taken 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. that the annual accounts of the Company have been prepared on a ‘going concern basis; e. that proper internal financial controls are in place and that the financial controls are adequate and operating effectively; f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large during the year under review. All the related party transactions were reviewed by the Audit Committee. There was no contract, arrangement or transaction entered during financial year 2024-25 that fall under the scope of first proviso to Section 188(1) of the Companies Act, 2013. As required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the prescribed Form AOC-2 is appended as Annexure ‘G to the Directors report.

The Policy as per the Regulation 23(1) of the SEBI Listing Regulations is available on the website of the company and can be accessed at https://s3.amazonaws.com/luxs/ ckeditors/pictures/587/original/RPT_policy.pdf. Further, as required under Clause 2A of Para A of Schedule V of SEBI Listing Regulations following promoters are holding more than 10% of shareholding as on March 31, 2025 with whom transactions were held by the Company:

1. Mr. Ashok Kumar Todi

2. Mr. Pradip Kumar Todi

3. Mrs. Prabha Devi Todi

4. Mrs. Bimla Devi Todi

Disclosure of transaction with the above-mentioned promoters is provided in Note no. 32 to the Standalone Financial Statements.

22. Subsidiaries, Associates and Joint Venture Companies

The Company has one subsidiary i.e. Artimas Fashions Private Limited (Unlisted Private Limited Company). Further, the Company does not have any associates and there were no joint ventures entered into by the Company.

23. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy duly approved by the Audit Committee, in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing.

The Whistle Blower Policy also provides formal mechanism for Directors and employees to report instances of leak of unpublished price sensitive information as required under sub-regulation 6 of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015. It protects employees and directors wishing to raise a concern about serious irregularities within the Company.

A quarterly report with the number of complaints, if any, received under the Policy and their outcome is placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the Companys website: - https://s3.amazonaws.com/luxs/ckeditors/pictures/391/ original/Whistle_Blower_Policy.pdf

24. Auditors & Audit Reports i. Statutory Auditors:

Your Company at its 27th Annual General Meeting held on September 20, 2022 had reappointed M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E) as Statutory Auditors of the Company for the second term of five consecutive years i.e., from the conclusion of the 27th AGM until the conclusion of the 32nd AGM of the Company to be held in the year of 2027 at a remuneration as may be fixed by the Board of Directors and Audit Committee as mutually agreed with Auditors. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP, (Firm Registration Number: 306033E) Statutory Auditors of the Company have submitted their Independent Auditors report on the Financial Statements of the Company for the year ended on March 31, 2025. The Auditors Report on the Financial Statements of the Company for the year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks. The Auditors Report is enclosed with the Financial Statements and forms part of the Annual Report.

ii. Secretarial Auditors and Secretarial Audit Report:

M/s MR & Associates, a firm of Practicing Company Secretaries holding Peer Review Certificate No.: 5598/2024, was appointed to undertake the Secretarial Audit of the Company for financial year 2024-25. Pursuant to recent SEBI (LODR) (Third Amendment) Regulations, 2024, notified in December 2024, the Company is required to appoint the Secretarial Auditors to conduct the Secretarial Audit of the Company for a term of five consecutive years commencing from the financial year 2025-26 to 2029-30.

On basis of above-mentioned and on recommendation of Audit Committee, the Board of Directors, at its meeting held on May 23, 2025 has approved the appointment of M/s MR & Associates, (Firm Registration No. – P2003WB008000), a firm of Company Secretaries in Practice, holding Peer Review Certificate No.: 5598/2024, as the Secretarial Auditors of the Company for a first term of five consecutive years commencing from the conclusion of 30th AGM till the conclusion of the 35th AGM to be held in the year 2030, subject to the approval of the shareholders.

The Company has also received letter from M/s MR & Associates, to the effect that their appointment, if made, would be under Regulation 24(A) (1) (b) of the SEBI Listing Regulations and that they are not disqualified from being appointed as Secretarial Auditors of the Company. In addition to the Secretarial Audit, the Company also avails services such as Scrutinizers Report pursuant to Section 108 of the Companies Act, 2013, and the Certification of the Annual Return in Form MGT-8. These services fall within the permissible scope of activities that may be undertaken by a Secretarial Auditor, in accordance with the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/CIR/P/2024/185 dated December 31, 2024.

The Secretarial Auditors Report of the Company for the financial year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks hence do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013. The Secretarial Auditors report is annexed as

Annexure ‘H. iii. Internal Auditors:

Ernst & Young LLP (EY), were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the financial year 2024-25 in accordance with the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor quarterly.

iv. Cost Audit and Cost Records:

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records and cost audit are not applicable to the Company.

v. Fraud:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act 2013, any instances of fraud committed against the Company by its O_icers or Employees, the details of which would need to be mentioned in this Annual Report.

25. Insider Trading Code

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations) on prevention of insider trading, the Company had instituted comprehensive codes for regulating, monitoring and reporting of trading by Insiders. Further vide the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2024 effective from 18.05.2024 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2025 effective from 10.06.2025, the Company amended its Code of Internal Procedures and Conduct to Prohibit Insider Trading at the Board meetings held on February 13, 2025 and May 23, 2025, respectively. Additionally, the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) was also amended in the Board meeting held on May 23, 2025. The said Codes lays down guidelines "to establish standards and regulate and/or monitor compliance of insider trading regulation" and "binding all directors/ employees of the company, advising the procedures to be followed and matters to be ensured at the time of disclosure of events/ information in the nature of UPSI as the same could potentially impact the price of the listed securities of the Company in the market".

The amended Code of Internal Procedures and Conduct to Prohibit Insider Trading is available on the website of the Company - https://s3.amazonaws.com/luxs/ckeditors/ pictures/609/original/CODE_OF_INSIDER_TRADING_25. pdf and the Code of practices and procedures of fair disclosures of unpublished price sensitive information (UPSI) is available on the website of the Company - https:// s3.amazonaws.com/luxs/ckeditors/pictures/610/original/ CODE_OF_FAIR_DISCLOSURE_OF_UPSI_UNDER_SEBI_PIT_ REGULATIONS_2015.pdf

26. Credit Ratings

During Financial Year 2024-25 under review, Acuite Ratings & Research Limited (previously known as SMERA Ratings Limited) has rea_irmed the following rating without any enhancement in the limit of Bank facilities: -

Ratings	Amount	Facilities	Remarks
	(_ in Crores)
ACUITE AA (Stable)	464.18	Long-Term Bank Facilities	Rea_irmed
ACUITE A1+	1.50	Short Term Bank Facilities	Rea_irmed

27. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2025 is available on the Companys website at the link https:// s3.amazonaws.com/luxs/ckeditors/pictures/638/original/ Dra__Annual_Return_31.03.2025.pdf

28. Business Responsibility and Sustainability Report

Your Company contributes towards sustainable development and fulfills its social, environmental, and governance responsibilities, creating a long-lasting value for all stakeholders. The Company is committed to maintain highest standards of ethics in all spheres of its business activities. In compliance with regulation 34(2)(f) of the SEBI Listing Regulations and relevant SEBI Circulars issued in this regard, the Business Responsibility & Sustainability Report (BRSR) is annexed as Annexure ‘I.

29. Cyber Security

Your Company has a structured framework for Cyber Security. The Risk Management Committee ensures the overall responsibility for oversight of cybersecurity frameworks. The senior IT Personnel of the Company is responsible for the information technology and cyber security related matters. During the year under review, the Company had taken following initiatives: -a. The Company enabled "Firewall - Internet Security" with features: Auto Failover, Content Filtering, Application Filtering and VPN connectivity. b. The Company enabled the AI based Endpoint hosted in cloud for threat detection & prevention. c. The Company implemented the cyber protect cloud backup solution for end user data backup.

30. Risk Management

In accordance with the SEBI Listing Regulations, the Board of Directors of the Company is responsible for framing, implementing and monitoring the risk management plans of the Company. The Company has a "Risk Management Policy" to identify risks associated with the Company, assess its impact and take appropriate corrective steps to minimize the risks that may threaten the existence of the Company. The Enterprise Risk Management (ERM) framework of the Company is comprehensive and robust enough to respond against any uncertainty. It has risk identification, analysis, evaluation and treatment mechanism, material quality rechecks, retailer and customer offers & loyalty programmes, su_icient inventory levels to support production and meet demand, ensuring that smallest factor of uncertainty present in any layer is identified, evaluated and treated suitably.

Risk Management Committee (RMC) of the Company on half- yearly basis, reviews the risks, adequacy of risk mitigating actions and identifies the new risks, takes strategic decisions to ensure that organization successfully achieves the business objectives and fulfils expectations of all its stakeholder. During the year under review, a detailed presentation before the Committee on risk management process was presented highlighting the various risk including the strategy risk, Business contingency risk, operational risk, financial risk, liquidity risk, IT & cyber security risk, Compliance risk & sustainability risk and the risk mitigation plan for addressing the issues.

The Risk Management Policy of the Company has been updated on the website: https://s3.amazonaws.com/luxs/ ckeditors/pictures/389/original/Risk_Management_Policy. pdf.

31. Human Resources and Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

32. Litigation

During the year under review, there were no outstanding material litigations. Details of litigations/dispute are disclosed in the financial statements.

33. Compliance with Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued and mandated by the Institute of Company Secretaries of India.

34. Particulars of Employees

As on March 31, 2025, total number of employees on the records of the Company were 4055 as against 3364 in the previous financial year.

Disclosure required in respect of employees of the Company, in terms of provisions of 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 ‘J and forms part of Directors Report. Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support, have enabled the Company to cross new milestones on a continual basis.

35. Prevention of Sexual Harassment at workplace

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the work place which is available on the website of the Company at https://s3.amazonaws.com/luxs/ckeditors/pictures/453/ original/Policy_on_Sexual_Harassment_of_womenfiat_ workplace_2023.pdf.

The Company is committed to providing a work environment where every employee is treated with dignity, respect and equality. We maintain a zero-tolerance policy towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. An Internal Complaint Committee has been set up.

Details of complaints received during the year under review are as under: a. Number of complaints filed during the financial year: NIL. b. Number of complaints disposed off during the financial year: NIL. c. Number of complaints pending as on end of the financial year: NIL.

36. Codes and Board Policies

The Company strives to conduct its business and strengthen its relationships in a manner that is dignified, distinctive and responsible. It adheres to highest ethical standards to ensure integrity, transparency, independence and accountability in dealing with its stakeholders. Accordingly, the following codes and policies have been adopted by the Company:

Code of Conduct

Vigil Mechanism/Whistle Blower Policy

Risk Management Policy

Nomination and Remuneration Policy

Related Party Transaction Policy

Corporate Social Responsibility Policy

Code of Internal Procedure and conduct to Prohibit Insider Trading in Securities of Lux Industries Limited ("Company").

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

Policy on Preservation & Archival of Documents

Policy on Disclosure of Materiality for Disclosure of Events

Policy for Prevention of Sexual Harassment at Workplace

Business Responsibility and Sustainability Policy

Dividend Distribution Policy

Policy on determining Material Subsidiaries.

Health, Safety and Environment Policy

The Company has not approved any new policy during the year, however the existing policies were amended and revised by the board as required under Companies Act, 2013 and SEBI Listing Regulations. The policies are reviewed and updated periodically by the Board.

During the year board revised the following policies/Codes:

Name of the Policy	Summary of Key Changes	Web link (if any)
Dividend Distribution Policy	Additional point added regarding "Waiver/Forego of right to receive Dividend".	https://s3.amazonaws.com/luxs/ckeditors/ pictures/535/original/Lux__Dividend_ Distribution_Policy.pdf
Nomination and Remuneration Policy	Amendments made on basis of suggestion made by Nomination and Remuneration Committee regarding performance evaluation criteria and remuneration for KMP and SMP of the Company	https://s3.amazonaws.com/luxs/ckeditors/ pictures/590/original/Nomination_and_ Remuneration_Policy_new.pdf
Code of Insider Trading	The amendment made pursuant to regulatory changes, introducing more elaborated definitions and changes in functions of compliance officer and trading plans.	https://s3.amazonaws.com/luxs/ckeditors/ pictures/609/original/CODE_OF_INSIDER_ TRADING_25.pdf
Policy for Determining Material Subsidiary	The amendment made pursuant to regulatory changes, introducing more relevant definitions, compliances and governance framework.	https://s3.amazonaws.com/luxs/ckeditors/ p i c t u r e s / 5 8 8 / o r i g i n a l / P o l i c y Rs. f o r Rs. determining_Material_Subsidiary.pdf
Policy on preservation & Archival of Documents	The amendment made pursuant to regulatory changes, introducing detailed objective of the policy, relevant definitions and changes in disposal of documents.	https://s3.amazonaws.com/luxs/ckeditors/ p i c t u r e s / 5 8 6 / o r i g i n a l / P o l i c y Rs. o n Rs. Preservation_and_Archival_of_Documents. pdf
Policy on determination of materiality	The amendment made pursuant to regulatory changes, introducing new timelines for disclosures of events and information and verification of market rumors pursuant to SEBI Regulation/Circulars.	h t t p s : / / s 3 . a m a z o n a w s . c o m / l u x s / ckeditors/pictures/593/original/Policy_ for_Determination_of_Materiality_for_ Disclosure_of_events_or_information_25.pdf
RPT Policy	The amendment made pursuant to regulatory changes, introducing enhanced definitions, identification of related parties, review and approval of RPTs and ratification of RPTs.	https://s3.amazonaws.com/luxs/ckeditors/ pictures/587/original/RPT_policy.pdf
Code of conduct of the company	The amendment made pursuant to regulatory changes, introducing more relevant definitions and changes in general obligation and confidentiality part.	https://s3.amazonaws.com/luxs/ckeditors/ pictures/589/original/Code_of_Conduct.pdf
Code of Practices and Procedures for	The amendment made pursuant to regulatory changes, introducing more relevant definitions.	https://s3.amazonaws.com/luxs/ckeditors/ pictures/610/original/CODE_OF_FAIR_
Fair Disclosure of Unpublished Price Sensitive information		DISCLOSURE_OF_UPSI_UNDER_SEBI_PIT_ REGULATIONS_2015.pdf

37. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3)(m) of the Companies Act, 2013, are annexed hereto and forms part of this report as Annexure ‘L.

38. Insurance

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.

39. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (‘Code)

During the year under review, the Company has not submitted any application and there is no pending proceeding against it.

40. The 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

Not Applicable.

41. Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by its customers, vendors, investors, business associates, banks, central government, state governments, government authorities, employees and other stakeholders.

42. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure	Particulars
Annexure – A	Annual Report on Corporate Social Responsibility (CSR) Activities
Annexure – B	Management Discussion and Analysis Report
Annexure – C	Report on Corporate Governance
Annexure – D	Certification by Managing Director and Chief Financial O_icer of the Company
Annexure – E	Auditors Certificate on Corporate Governance
Annexure - F	Certificate of Non- Disqualification of Directors
Annexure - G	Particulars of contracts / arrangements made with related parties in Form AOC-2
Annexure - H	Secretarial Audit Report
Annexure –I	Business Responsibility & Sustainability Report (‘BRSR)
Annexure –J	Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Annexure –K	Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1
Annexure –L	Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

 

	For and on behalf of the Board of Directors
	Sd/-
	Ashok Kumar Todi
Place: Kolkata	Chairman
Date: May 23, 2025	DIN: 00053599