Ladies and Gentlemen,

Your Directors have pleasure in presenting the Hundred and Fifteenth Year Annual Report together with the audited accounts of the Company for the year ended 31^st March 2025.

The Company's Gross Revenue increased by 3.27% from Rs 26,101.04 Lakhs in 2023-24 to Rs 26,953.50 Lakhs in 2024-25 and the Net Loss after Tax for financial year 2024-25 is 467.53 Lakhs as against the Net Loss of Rs 1,379.29 Lakhs for the financial year 2023-24. The installed capacity remained at the same level of 1.44 lakh spindles throughout the year 2024-25. Due to adverse market conditions in domestic and export fronts, the production of yarn was affected resulting in lower turnover. The utilization of the plant was based on the market demand for yarn during the year. The revenue segments of the Company continue to be structured with two business segments as (a) Textiles and (b) Rental Services.

The Directors have not recommended any dividend for the financial year 2024-25 in the absence of profit.

There is no change in the nature of business operations of the Company during the year.

The income generated from rental services during the year was Rs 2,303.47 Lakhs (Previous year - Rs 1,648.10 Lakhs).

Your Company apart from manufacturing Cotton and Synthetic yarn have outsourced fabrics both for exports as well as for domestic market. Export of yarn and fabrics accounted for 3,371.88 Lakhs as against 4,415.47 Lakhs in the previous year, a decrease of around 23.63% from the previous year's performance.

The Company has not transferred any amount to its Reserves during the year under review. However, the loss incurred during the year has been adjusted with the surplus under the head Retained Earnings.

In terms of Sections 124 and 125 of the Companies Act, 2013, unclaimed or unpaid Dividend relating to the financial year 2017-18 is due for remittance to the Investor Education and Protection Fund established by the

Central Government.

Further, pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 771 Equity Shares of 100/- each on which dividend had remained unclaimed for a period of 7 years has been transferred to the credit of Demat Account of the IEPF Authority during the year under review. As on 31^st March 2025, 20,135 (2.89%) Equity Shares of the Company were in the credit of the Demat Account of the IEPF Authority. During the year under review, unclaimed dividend amount of 2,48,931/- for the year 2016-17 has been transferred to IEPF Authority.

The paid up Equity Share Capital as on 31^st March 2025 was 6,95,55,000/- comprising 6,95,550 Equity shares of

100/- each. During the year under review, the Company has not altered / modified its Authorised Share Capital and the Company has not made any fresh issue of shares.

The Annual Return of the Company for the financial year 2024-25 as required under Section 92(3) of the Companies

Act, 2013 is available on the website of the Company at the link www.lakshmimills.com/annual-return.

During the year under review, 6 Meetings of the Board of Directors, 4 Meetings of the Audit Committee, 2 Meetings of the Nomination and Remuneration Committee, 1 Meeting of the Corporate Social Responsibility Committee, 1 Meeting of the Stakeholders Relationship Committee and 17 Meetings of the Share Transfer Committee were held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

The Directors have devised proper systems to ensure compliance with the provisions of applicable Secretarial

Standards and that such systems are adequate and operating effectively. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to the Directors'

Responsibility Statement, it is hereby confirmed that-

(a) in the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards have been followed and there were no material departures from those standards;

(b) the Directors have 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 loss of the Company for that period; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of the applicable laws and such systems are adequate and operating effectively.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules,

2014. During the year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The details of sitting fees paid to the Independent Directors are mentioned in the Corporate Governance Report. Further, they have also declared that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence as specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

Based on the confirmation/disclosures received from the Directors and on the evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

Sri K. Murali Mohan, Sri Ashwin Chandran, Sri R. Varadarajan and Smt Suguna Ravichandran

Pursuant to Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors Data Bank Registration Certificate as required from all the Independent Directors of the Company was taken on note by the Board of Directors of the Company.

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

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates. The same is also available on the Company website at https://www.lakshmimills.com/familiarisation-programme.

The composition and attendance of the Nomination and Remuneration Committee of Directors of the Company are reported elsewhere in the Annual Report.

The Board of Directors has framed a policy which lays down a framework in relation to nomination, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive Directors, Key Managerial Personnel and Senior Management. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel / Senior Management pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations and their performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the appointees. The above policy has been posted on the website of the Company at – https://www.lakshmimills.com/investors/Nomination-and-Remuneration-Policy.pdf.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Subbachar & Srinivasan,

Statutory Auditors.

During the year under review, the Company has made investments and complied with the provisions of Section 186 of Companies Act, 2013. However, the Company has not given any loans or guarantees or provided any securities covered under the provisions of Companies Act, 2013. Further, the details in respect of investments made in the earlier years and the year under review have been disclosed in the notes to the Financial Statements.

All the transactions of the Company during the year with the related parties were in the ordinary course of business and on an arm's length pricing basis and not material in nature and thus a disclosure in Form AOC-2 under the Companies Act, 2013, are not required. Further, there are no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel.

The policy on Related Party Transactions as approved by the Board of Directors of the Company has been uploaded on the website of the Company and may be accessed through the link at https://www.lakshmimills.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf.

There is no material change or commitment affecting the financial position of the Company after the closure of the financial year as on 31 ^st March 2025 and till the date of this report.

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure - 1 forming part of this report.

The Company follows a comprehensive and integrated risk management process. The risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are reviewed and integrated with the management process such that they receive the necessary consideration during decision making by the Board of Directors.

The Board has formed a Corporate Social Responsibility Committee comprising of the following Directors:

The Company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in areas or subjects specified in Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company. The CSR policy may be accessed on the Company's website https://www.lakshmimills.com/other-information.

The Company's average net profit for the three immediately preceding financial years is less than the prescribed limit as per Section 135 read with Section 198 of the Companies Act, 2013 and hence no amount has been prescribed/allocated for the CSR expenditure. Thus, no amount has been spent on the CSR activities of the

Company for the financial year 2024-25.

The Annual Report on the Corporate Social Responsibility ("CSR") activities of the Company for the year is set out as Annexure-2 to this report in the format prescribed in the Companies (CSR Policy) Rules, 2014.

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The performance evaluation was carried out on the basis of the criteria laid down by Nomination and Remuneration Committee and the inputs received from all the Directors/Members of the Committees, considering the various aspects of the Board's functioning, composition of the Board and its

Committees, culture, execution and performance of specific duties, obligations and governance. The Independent

Directors of the Company have also convened a separate meeting on 14.02.2025 to review the performance of the Non-Independent Directors and the Board as a whole and assessing the quality, quantity and timeliness of flow of information between the Company and the Board. The results of evaluation have been communicated to the Chairman of the Board of Directors.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Sri Aditya Krishna Pathy (DIN 00062224) Director is liable to retire by rotation at the ensuing Annual General

Meeting (“AGM”) and being eligible offers himself for re-appointment.

The Board recommends his reappointment for the consideration of the Members of the Company at the forthcoming

Annual General Meeting. Brief profile of Sri Aditya Krishna Pathy is given in the Notice convening the ensuing

Annual General Meeting.

Sri Aditya Krishna Pathy (DIN 00062224) was appointed as Deputy Managing Director for a period of 5 years from

30.07.2020 and his term of office expires on 29.07.2025. The Nomination and Remuneration Committee and

Committee at their respective meetings held on 28.05.2025 have recommended to the Board the reappointment of Sri Aditya Krishna Pathy as Deputy Managing Director for a further period of 3 years with the terms and conditions, and the Board at its meeting held on 28.05.2025 has approved the reappointment of Sri Aditya Krishna

Pathy as Deputy Managing Director for a further period of 3 years from 30.07.2025 subject to the approval of the

Shareholders at the ensuing Annual General Meeting.

Your Directors recommend the reappointment of Sri Aditya Krishna Pathy, as Deputy Managing Director of the Company Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors at their meeting held on 9^th August 2024, of Sri K. Murali Mohan (DIN: 00626361), Sri Ashwin Chandran (DIN:

00001884) and Sri R. Varadarajan (DIN 00001738) were appointed as Independent Directors of the Company for the first term of five (5) consecutive years with effect from9 ^th September 2024 by the Members at the 114^th Annual General Meeting held on 9^th September 2024.

During the year under review, the following Non-Executive Independent Directors completed their second term of five years and retired from the Board of the Company effective from^th September 2024: 9 i. Sri Satish Ajmera (DIN: 00208919) ii. Sri D. Rajendran (DIN: 00003848) iii. Sri Vijay Venkataswamy (DIN: 00002906)

The Board places on record its sincere appreciation for the invaluable guidance and counsel rendered by the above Directors during their period of office.

Subject to the recommendations of the Nomination and Remuneration Committee and approval by the Board of

Directors at their forthcoming meetings, a Women Independent Director shall be appointed at the ensuing Annual

General Meeting to fill the vacancy arising from the retirement of Smt. Suguna Ravichandran.

The Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 are Sri S. Pathy - Chairman and Managing Director, Sri Aditya Krishna Pathy - Deputy Managing Director,

Sri N. Singaravel Company Secretary and Sri A. Doraiswamy - Chief Financial Officer.

The Company does not have any joint venture, subsidiary or associate company.

Since the Company has not accepted any fixed deposit covered under Chapter V of the Companies Act, 2013, there are no deposits remaining unclaimed or unpaid as on 31^st March, 2025 and accordingly, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

There are no significant material orders passed by the Regulators, Courts, Tribunals which would impact the going concern status of the Company and its future operations.

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies and no material weakness in the design or operation of any control were observed. The Audit Committee of the Board periodically reviews the Internal Financial Control Systems and their adequacy and recommends corrective action as and when necessary to ensure that an effective internal control mechanism is in place.

The Directors and Management confirm that the internal financial controls with reference to the

Statements are commensurate with the size and nature of business of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

The composition and attendance of the Audit Committee of the Board of Directors of the Company are disclosed in the Corporate Governance Report. The Company has devised a vigil mechanism in the form of a Whistle Blower Policy to provide adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company's Code of Conduct in pursuance of provisions of Section 177(10) of the Companies Act, 2013 as explained in the Corporate Governance Report and also the Policy is posted on the website of company and can be accessed at the link https://www.lakshmimills.com/wp-content/uploads/Vigil-Mechanism-Whistle-Blower-Policy.pdf. During the year under review, there were no complaints received under this mechanism.

M/s. Subbachar & Srinivasan (Firm Registration No.004083S), Chartered Accountants, Coimbatore were appointed as the Statutory Auditors of the Company for a period of five years at the 112 ^th Annual General Meeting of the Company held on 9^th September 2022.

The Company has received a Certificate from the Statutory Auditors to the effect that their continued appointment as the Statutory Auditors of the Company, would be within the limits prescribed under section 139 of the Companies Act, 2013.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Board of Directors on the recommendation of the Audit Committee has reappointed

M/s. A.R.Ramasubramania Raja & Co., (Firm Registration No. 000519) a firm of Cost Accountants, as the Cost Auditors to audit the cost records of the Company for the financial year 2025 26. M/s. A.R.Ramasubramania Raja & Co., have confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and to section 148(3) read with section 141(4) of the Companies Act, 2013. The Audit Committee has also received a

Certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company

As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, a resolution seeking Members' approval for the remuneration payable to the Cost Auditors for the financial year 2025–26 forms part of the Notice convening the 115^th Annual General Meeting of the Company for their ratification Accordingly, the Board recommends for the resolution seeking Members' ratification for the remuneration payable to M/s. A.R.Ramasubramania Raja & Co., Cost Auditors.

The Company has maintained the Cost Records as specified by the Central Government under sub-section (1) of

Section 148 of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and its relevant rules made thereunder, the Board of Directors had appointed M/s. MDS & Associates LLP, Company Secretaries, Coimbatore as Secretarial

Auditors for the Financial Year 2024-25. Accordingly, the Secretarial Audit Report for the financial year ended

March 31, 2025, is annexed herewith as Annexure – 3 to this Report. With respect to the observations made by Secretarial Auditors of the Company in their report for the year ended March 31, 2025, which are self-explanatory, your Directors wish to state that necessary steps have been initiated to ensure due compliance with all applicable statutory requirements.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subject to the approval of Shareholders in the ensuing Annual General

Meeting, the Board of Directors of the Company have recommended the appointment of MDS & Associates LLP,

Company Secretaries, Coimbatore as Secretarial Auditors of the Company for a first term of 5 (five) consecutive financial years commencing from the financial year 2025-26. M/s. MDS & Associates LLP, Company Secretaries, Coimbatore have given their consent and confirmed their eligibility for appointment as Secretarial Auditors of the Company. Further, the Secretarial Auditors has confirmed that they hold a valid Peer Review Certificate issued by the Institute of Company Secretaries of India. The necessary resolution for their appointment has been included in the Agenda of the Annual General Meeting Notice for the approval of the Members

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding compliance of conditions of Corporate Governance provided elsewhere in this Report, forms part of the Directors' Report.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - 4 to this Report.

The Company has in place a policy on Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints of harassment received from any of the women employees of the Company during the financial year 2024-25.

The following is the summary of sexual harassment complaints received and disposed of during the year 2024-25:

As required under Regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Chairman and Managing Director (Chief Executive Officer) and the Chief Financial Officer have necessary certificate to the Board on the financial statements presented for the year ended 31 ^st March 2025.

No application has been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

The Company's Equity Shares continue to be listed on BSE Limited and the details of listing have been given in the Corporate Governance Report forming part of this Directors' Report. We confirm that the Listing fee for the

Financial Year 2025-2026 has been paid to the Stock Exchanges within the stipulated time.

The Board acknowledges the continued support from the Bankers, Cotton, Yarn and Fabric Dealers of the Company and Shareholders and appreciates the valuable services rendered by the employees at all levels.

May the Goddess Lakshmi continue to shower her choicest Blessings for the prosperity of the Company in the years to come.