LWS Knitwear Ltd Directors Report

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the Trading/manufacture of hosiery goods/knitted cloth/garments. Board expects the Company to grow in future.

IND AS

The Company had adopted Indian Accounting Standards (Ind AS) and Annual Financial Statements in the previous financial year. The Annual Financial Statements in current year have also been prepared in accordance with the Indian Accounting Standards (“IND AS “) as prescribed under the Companies (Indian Accounting Standards) Rules as amended from time to time notified under Section 133 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business activities of the Company.

DIVIDEND

The Board of Directors with the view to conserve the resources of company has not recommending any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry Rs. 2.53 Crores to its reserves and surplus account.

CHANGES IN SHARE CAPITAL

There has been no change in Share Capital of the Company during the current Financial Year except the company had issued 95,73,441 equity shares by way of right issue on 31.12.2024

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding disclosure of names of companies which ceased to be the subsidiary, joint venture or associate companies are not applicable.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year and there is no unclaimed dividend.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the period from the end of the financial year to which this financial statement relate and on the date of this report

ANNUAL RETURN

As required under sub-section (3) of section 92 of the Companies Act, 2013 as amended, copy of the annual return will be placed on website of the Company www.lwsknitwear.com after filing with MCA, web link- https://www.lwsknitwear.com/downloads/annualReturns/Form_MGT-7%2023-24.pdf

MEETINGS OF THE BOARD OF DIRECTORS

During the current Financial Year, the Company held 10 (Ten) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings-

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (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 on a going concern basis; and (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. (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.

STATUTORY AUDITORS AND REPORT THEREON

The shareholders had appointed of M/S. Parmod G Gupta & Associates, Chartered Accountants, (FRN 018870N) for five years in AGM 2024. The report of the Auditor is self-explanatory and does not need any explanation.

SECRETARIAL AUDITORS AND REPORT THEREON

M/s Bhambri and Associates, Company Secretaries (CP 22626) were appointed for the FY 2024-25. The reports of the Auditor are provided as annexure IV, which are self-explanatory and does not need any explanation. The annual secretarial compliance report is available under: https://www.lwsknitwear.com/downloads/disclosures-under-regulation-46-and-62-of-SEBI/ASCR%20NA%20LWS%2031.03.2024.pdf

Further M/s Bhambri and Associates, Company Secretaries (CP 22626) have been appointed by the Board for FY 2025-26 till 2029-30 subject to further approval of the Shareholders in the ensuing AGM.

COMMENTS OF THE MANAGEMENT ON THE OBSERVATIONS/REMARKS BY THE AUDITORS

There were no observation/comments by the auditors

LOANS, GUARANTEES AND INVESTMENTS

The Company is a partner in M/s. LWS Knitwear, a partnership firm in which Shri Girish Kapoor, Managing Director of the Company is also a partner. Total investment in the firm is Rs. Nil at the close of the financial year.

RELATED PARTY TRANSACTIONS

The Company has NOT entered into Related Parties Transaction under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details are attached herewith in Form No. AOC- 2 for your kind perusal and information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Outgo is provided in annexure herewith.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

DIRECTORS AND KMP

During the current financial year no change had occurred in the constitution of Board of Directors and KMP of the company except Mrs Kusum Kapoor has been appointed as Wholetime Director of the Company w.e.f. 13.11.2024

DEPOSITS

The company has not accepted any deposits during the year and there are no unclaimed deposits.

PERSONNEL

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is attached herewith. Further, information required under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is nil as no employee of the Company is in receipt of remuneration as stated therein.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee in its meeting held on 11.05.2024 and 13.02.2025. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department in their meeting held on 11.05.2024 and 13.02.2025 without the presence of non-independent directors.

CORPORATE GOVERNANCE

The corporate governance provisions were not applicable to your company during the FY 2024-25 but still the Company had complied with some of the provisions on voluntary basis. The provisions of the Corporate Governance are now applicable to the Company for the financial year 2025-26 and onwards. The section on corporate governance forms a part of this annual report.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Ramesh Kumar Sharma, Ms. Neelam Bahri and Mr. Ashwani Kumar Sharma are serving as Independent Directors. The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013. All the independent directors have cleared the proficiency test of the IICA.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the companys Audit Committee comprised of three directors and Chairman of the committee is Non-Executive Independent Director. The details of committee, meetings and attendance of members is given in report on corporate governance attached with the report.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Companys Nomination and Remuneration Committee comprises of three Non-Executive independent Directors and Chairman of the committee is Non-Executive Independent Director. The details of committee, meetings and attendance of members is given in report on corporate governance attached with the report.

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that: a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

REMUNERATION POLICY Remuneration to Executive Directors

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-Executive Directors

The Non-Executive Directors have not been paid any sitting fees during the year under report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was reconstituted during the year and according to Section 178 of the Companies Act, 2013 which comprised of three Non-Executive Independent Directors and Chairman of the committee is Non-Executive Independent Director. The details of committee, meetings and attendance of members is given in report on corporate governance attached with the report.

SECRETARIAL STANDARDS

The Directors state that the Company has complied with both the applicable Secretarial Standards i.e. SS- 1 and SS-2 relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Regulation 22 of the SEBI(LODR) Regulations, 2015, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

SHARES a. Buy Back of Securities-The Company has not bought back any of its securities during the year under review. b. Sweat Equity-The Company has not issued any Sweat Equity Shares during the year under review. c. Bonus Shares- The Company has not issued any Bonus Shares during the year under review. d. Employees Stock Option Plan-The Company has not provided any Stock Option Scheme to the employees.

ORDER OF COURT

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

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are adequate and are in consonance with the size and operations of the Company and such internal financial controls are operating effectively. The Company had also appointed Mr. Dayanand Sahu as Internal Auditor as required under Section 138 of the Companies Act, 2013.

SHARES IN SUSPENSE ACCOUNT i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year=nil ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year=nil iii. Number of shareholders to whom shares were transferred from suspense account during the year=nil iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year=nil

SHARES IN UNCLAIMED SUSPENSE ACCOUNT i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year=nil ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year=nil iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year=nil iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year=nil

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

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

The Company has in place Prevention of Sexual Harassment Policy. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee and an Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year,: No. of complaints received: Nil, No. of complaints disposed off: NA.

COMPLIANCES OF ALL LAWS

The Board hereby states that the company has devised proper systems to ensure compliance of all laws applicable to the company.

COST RECORDS

The provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost records are not applicable to the Company.

ONE TIME SETTLEMENT

The Company had not entered into one time settlement with any financial institutions, banks etc

INSOLVENCY

The company has not filed any insolvency proceedings against anyone. Further, there are no insolvency proceedings pending against the Company.

GENERAL DISCLOSURE

During the financial year 2024-25, no complaints were received by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company has also complied with all the applicable provisions relating to the Maternity Benefits Acts, 1961. All Policies, as applicable to the company, required under the Act or the SEBI LODR

Regulations are available on the website of the Company

No significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operation in the future.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review. Details relating to Deposits covered under Chapter V of the Act. Issue of Equity Shares with Differential Rights, as to dividend, voting or otherwise. Issue of shares with including sweat equity shares to employees of the company under any scheme 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 During the year under review, there were no case(s) filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.