Your Directors are pleased to present herewith the 30^th 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

2. Operating & Financial Performance

The Company has demonstrated remarkable resilience
and consistent growth, achieving a milestone Standalone
Revenue of ?2,578.50 Crores for FY 2024-25, compared
to R2,324.05 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
R264.77 Crores in FY 2024-25, reflecting consistent operational
efficiency, as compared to R219.67 Crores in the prior period.
The Company achieved a stabilized PAT of R166.09 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 men's 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 brand's portfolio across men's, women's, and
kids' segments.

Meanwhile, LYRA, the leading women's 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 is further
cementing its reputation as a bold, trusted, and forward¬
looking fashion brand that continues to redefine everyday
fashion for women. The company's 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 today's 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 affordability 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 men's
innerwear segment, bringing a fresh and energetic vibe
tailored for today's 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 Nitro's 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 company's 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 efficiency across 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 R15.31 Crores as
Revenue from operations. The Total Income for the current
financial year was R15.37 Crores as compared to R21.81 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:

*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 R37.17 Crores, funded through internal
accruals, towards the acquisition of fixed assets. This primarily
included upgraded equipment and machinery to enhance
operational efficiency and support capacity expansion.

The Company's total borrowings increased from R189
Crores as on March 31, 2024, to R287 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 Company's 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 R6,26,35,362
as at March 31, 2025 comprising of 3,00,71,681 equity shares of
R2/- each (plus forfeited share capital amounting R24,92,000).
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
R83,661.2 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 Company's Website-
https://s3.amazonaws.com/iuxs/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. Thereafter,
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 Company's 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, Company's CSR
initiatives were based primarily towards: -

Ý Promotion of Sports

Ý Healthcare

Ý Promotion of Education

Ý Social Welfare of Socially and economically backward group

Ý Animal Welfare

Ý Ensuring Environmental Sustainability

Ý Protection of National Heritage, Art and Culture

During the year under review, the Company has spent an
amount of T8.73 Crores towards its CSR obligations. The CSR
Policy of the Company can be accessed on the Company's
website at the link: https://s3.amazonaws.com/luxs/
ckeditors/pictures/95/original/CSR Policv.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 Officer
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 Officer 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 Company's
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: -

@ Along with being the Key Managerial Personnel (KMP) they are also designated

as the Senior Managerial Personnel (SMP) of the Company.

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

Ý 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/affirmations 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 Board's 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
Company's 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. Stakeholder's 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 Board's 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 sufficient 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 arm's 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 policv.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 Company's website: -
https://s3.amazonaws.com/iuxs/ckeditors/pictures/391/
original/Whistle Blower Policy.pdf

24. Auditors & Audit Reports

i. Statutory Auditors:

Your Company at its 27^th 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 27^th AGM until the
conclusion of the 32^nd 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 Auditor's 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 Auditor's 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 30^th AGM till the conclusion of the 35^th 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 Scrutinizer's 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 Auditor's
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 Officers 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/iuxs/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 reaffirmed the following rating without any enhancement
in the limit of Bank facilities: -

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 Company's website at the link https://
s3.amazonaws.com/luxs/ckeditors/pictures/638/original/
Draft 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, sufficient 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 women at
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:

Ý Code of Conduct

Ý Vigil Mechanism/Whistle Blower Policy

Ý Risk Management Policy

Ý Nomination and Remuneration Policy

Ý Related Party Transaction Policy

Ý Corporate Social Responsibility Policy

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

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

Ý Policy on Preservation & Archival of Documents

Ý Policy on Disclosure of Materiality for Disclosure of Events

Ý Policy for Prevention of Sexual Harassment at Workplace

Ý Business Responsibility and Sustainability Policy

Ý Dividend Distribution Policy

Ý Policy on determining Material Subsidiaries.

Ý 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:

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:

For and on behalf of the Board of Directors

Sd/-

Ashok Kumar Todi

Place: Kolkata Chairman

Date: May 23, 2025 DIN: 00053599