Lambodhara Textiles Ltd

Dear Shareholders,

Your Directors have pleasure in presenting their Thirtieth Annual Report on the business and operations of the Company and the financial statements for the year ended 31st March 2024.

Company's financial performance for the year under review along with previous year's figures are given hereunder: ( in Lakhs)

The Company achieved a total turnover of 194.69 Crores as against a turnover of

211.40 Crores in the previous year. The Company's Profit Before Tax is 7.87 Crores during the year, as compared to 23.65 Crores in the previous year. The Company earned a Net Profit of 4.61 Crores, as against a Net Profit of 17.30 Crores in the previous year.

There was no change in the nature of business of the Company during the financial year ended 31st March, 2024.

During the year under review, no amount has been transferred to general reserves. However, the current year's profit of Rs. 461.06 Lakhs has been added to the retained earnings under the head "other equity".

Your directors are pleased to recommend a dividend of 0.50 per equity share (10%) of face value of 5/- each (Previous year 0.75 per equity share (15%) 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 77.83 Lakhs)

In terms of Section 124 and 125 of the Companies Act, 2013, Unclaimed or Unpaid Dividend relating to the financial year 2016-17 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 Rs. 1,40,030/- to Investor Education and Protection Fund being the Unclaimed Dividend amount for the financial year 2015-16 and 6,431 equity shares of 5/- each on which dividend had remained unclaimed for a period of 7 years to the IEPF authority.

The paid-up Equity Share Capital as on 31st March 2024 stood at 5,18,88,000/- divided into 1,03,77,600 equity shares of Rs.5/- each. During the year under review, the Company has not made any fresh issue of shares.

The Annual Return of the Company for the financial year 2023-24 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.

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.

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).

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.

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.

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. 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.

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 details of this policy are furnished in Annexure - 1 and forms part of this report and can also be accessed on Company's website at https://www.lambodharatextiles.com/Admin/web/images/Document/09042022104805AM.pdf .

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 the investments made by the Company as at 31st March 2024 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.

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2023-24 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 - 2 to this report. The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors of the Company has been uploaded on the company's website and may be accessed through the link at www.lambodharatextiles.com

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.

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 – 3 and is attached to this report.

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.

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 – 4 and forms an integral part of this Report. The CSR Policy may be accessed on the Company's website at www.lambodharatextiles.com/Admin/web/images/ Document/01042021141200PM.pdf.

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its committees, Independent Directors, Non-Independent Directors and the Executive Directors of the Board. Based on that criteria, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

Board of Directors have evaluated the Independent Directors appointed/ re-appointed during the year 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

Mr. Balu Narayanasamy (DIN: 08173046) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors recommend his reappointment.

Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the members of the company, upon the recommendation of Nomination and Remuneration Committee and Board of Directors, has approved to continue the Directorship of Mr. Baba Chandrasekar Ramakrishnan (DIN:00125662) Non-Executive Non-Independent Director who has attained the age of 75 years on 12th of July 2023 by way of special resolution passed through postal ballot dated 5th May 2023.

Mr. Ramesh Shenoy Kalyanpur (DIN: 06392237), Whole-Time Director cum Chief Financial Officer of the Company passed away on 22nd November 2023. Mr. Ramesh Shenoy Kalyanpur's sudden and unexpected passing away will be an irreparable loss to the Company and the Board places on record its appreciation for the invaluable contributions made by him.

The Board of Directors of the Company, at their meeting held on 7th December 2023, appointed Mr. Nishanth Balu (DIN: 08418408) as the Additional Director and Whole-time Director of the Company subject to the approval of the shareholders. The approval of the shareholders was subsequently obtained through Postal Ballot on 10th January 2024.

Mr. Vastupal Rajnikant Mehta and Mr. Meenakshi Sundaram Rajkumar, Independent Director(s) retire on 10th 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.

The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Krishnamoorthy Narendra (DIN: 00412219) and Mr. Vishnu Rajkumar Nischal (DIN: 01612434) as Additional Directors of the Company with effect from 13th August 2024 to hold office up to the date of this Annual General Meeting. Accordingly, necessary resolution proposing their appointment as Independent Directors of the Company has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the Members. Further, the Company has also received notice(s) under Section 160(1) of the Companies Act, 2013 from a member signifying their intention to propose the candidature of Mr. Krishnamoorthy Narendra and Mr. Vishnu Rajkumar Nischal for the office of Independent Directors of the Company. The Company has also received declaration from the appointee directors that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The board of directors recommend the appointment of the independent director(s).

Mr. R Santossh was appointed as the Chief Financial Officer with effect from 12th February 2024 after the sudden and sad demise of Mr. Ramesh Shenoy Kalyanpur, Chief Financial Officer on 22nd November 2024. Mrs. Priyadharshini V resigned as the Company Secretary with effect from 5th October 2023 and Mrs. Shanthi P was appointed as the Company Secretary and Compliance Officer with effect from 7th December 2023.

Key Managerial Personnel of the Company as required pursuant to Sections 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 Compliance Officer.

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

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 31st March 2024.

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.

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.

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 28th Annual General Meeting of the company held on 8th 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.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MDS & Associates LLP, Company Secretaries, to undertake the secretarial audit of the Company. The report of the secretarial auditor is annexed herewith as Annexure – 5.

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 2024-2025. Pursuant to section 148 read with Rule 14 of the Companies (Accounts) Rules, 2014, the remuneration payable for the year 2024-25 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 2023-24 will be filed with the Central Government within the period stipulated under 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.

No applications have 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 onetime settlement with the banks or financial institutions.

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 – 6 to this Report.

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 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

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.

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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.

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 www.lambodharatextiles.com/ Admin/web/images/Document/12042022171331PM.pdf

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

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.