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

FINANCIAL HIGHLIGHTS:

Company’s financial performance for the year under review along with previous year’s figures are
gⁱv^{en here}u^nder: (' in Lakhs)

REVIEW OF BUSINESS OPERATIONS

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to general reserves. However, the
current year’s profit of ' 682.49 Lakhs has been added to the retained earnings under the head
“other equity”.

DIVIDEND

Your directors are pleased to recommend a dividend of ' 0.50 per equity share (10%) of face
value of ' 5/- each (Previous year ' 0.50 per equity share (10%) of face value of ' 5/- each).
If the dividend, as recommended above, is declared by the Members at the Annual General
Meeting, the total outflow towards dividend on Equity Shares for the year would be ' 51.89
Lakhs (Previous Year ' 51.89 Lakhs)

TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND

In terms of Section 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.

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, the Company
has transferred an amount of ' 1,90,150/- to Investor Education and Protection Fund being the
Unclaimed Dividend amount for the financial year 2016-17 and 5,536 equity shares of ' 5/-
each on which dividend had remained unclaimed for a period of 7 years to the IEPF authority.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March 2025 stood at ' 5,18,88,000/- divided into
1,03,77,600 equity shares of ' 5/- each. During the year under review, the Company has not
made any fresh issue of shares.

ANNUAL RETURN

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 and can be
accessed on the Company’s website at the link https://www.lambodharatextiles.com/investors.
php?id=21.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Details of the composition of the Board and its Committees namely, Audit Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders
Relationship Committee and of the Meetings held and attendance of the Directors at such
Meetings, are provided in the Corporate Governance Report which forms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and such systems are adequate and operating effectively. The
Company has duly complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL
GOVERNMENT.

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

DECLARATION OF INDEPENDENT DIRECTORS

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

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

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

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

for its Directors, Key Managerial Personnel and senior management which inter-alia provides the
diversity of the Board and provides the mechanism for performance evolution of the Directors.
The detailed Remuneration Policy of the Company can be accessed on the Company’s website at
the link https://lambodharatextiles.com/Admin/web/images/Document/13032025160431PM.
pdf.

COMMENTS ON AUDITORS’ REPORT

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

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

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

The Policy on RelatedPartyTransactionsasapproved by theAudit Committeeand the BoardofDirectors
of the Company has been uploaded on the company’s website and may be accessed through the link at
https://lambodharatextiles.com/Admin/web/images/Document/13032025155915PM.pdf.

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

There have been no material changes and commitments, if any, affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange
Earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - 2 and is attached
to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to
safeguard the organisation from various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential
risks are inventorised and integrated with the management process such that they receive the
necessary consideration during decision making. The Company has laid down procedures to inform
the Audit Committee as well as the Board of Directors about risk assessment and management
procedures and status. These procedures are periodically reviewed to ensure that the executive
management monitors and controls risks.

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

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

The CSR Policy may be accessed on the Company’s website at https://www.lambodharatextiles.
com/Admin/web/images/Document/01042021141200PM.pdf .

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

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment of Independent Directors

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

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

Retirement of Independent Directors

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

Director liable to retirement by rotation:

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

Key Managerial Personnel

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

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SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

DEPOSITS

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

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

The Directors confirm that the Internal Financial Controls (IFC) are adequate with respect to the
operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies
Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors
Report.

AUDITORS

STATUTORY AUDITORS

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

SECRETARIAL AUDITORS

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

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

Pursuant to the Regulation 24A of the Listing Regulations read with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, and subject to the approval of Shareholders in the ensuing Annual General Meeting,
the Board of Directors of the Company, on the recommendation of the Audit Committee, have
recommended the appointment of MDS & Associates LLP, Company Secretaries, Coimbatore
as Secretarial Auditors of the Company for a first term of 5 (five) consecutive financial years
commencing from the financial year 2025-26.

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

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

COST AUDITORS:

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

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

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

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

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

No applications have been made and no proceedings are pending against the Company under the
Insolvency and Bankruptcy Code, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed herewith as Annexure - 5 to this Report.

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

The Company has in place a policy against Sexual Harassment at work place in line with
requirements of the Sexual Harassment Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during
the financial year 2024-25 and hence no complaint is outstanding as on 31.03.2025 for redressal.

CORPORATE GOVERNANCE

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

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

AUDIT COMMITTEE

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

LISTING OF SHARES

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

ACKNOWLEDGEMENTS:

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

By Order of the Board
For Lambodhara Textiles Limited

Ramakrishnan Baba Chandrasekar

Place : Coimbatore Ch_ai_rman

Date : 8^th August 2025 (DIN: 00125662)