Dear Shareholders,
The Board of Directors of your Company are pleased to present the 62nd
Annual Report on the Business of the Company along with the Standalone summary of
Financial Statements for the year ended 31st March 2025.
1. The State of Affairs of the Company, Reserve and Dividend
The Board has prepared its report based on the Standalone Financial Statements of the
Company and the Annual Report contains a separate section wherein a report on the
performance and financial position of its Wholly Owned Subsidiary Companies (including
step-down Subsidiary Companies) are presented in Form AOC-1.
Financial Summary/highlights and transfer to General Reserve
(Rs. Crores)
SI. No |
Particulars |
Current Year 2024-25 |
Previous Year 2023-24 |
1. |
Total Income |
3,033.79 |
4,738.94 |
2. |
Operating Expenses |
2,771.27 |
4,167.32 |
3. |
Exceptional Items |
131.61 |
- |
4. |
Gross Profit* |
394.13 |
571.62 |
5. |
Depreciation |
107.26 |
91.74 |
6. |
Profit before tax* |
286.87 |
479.88 |
7. |
Provision for tax |
48.63 |
108.50 |
8. |
Net Profit after Tax (before exceptional items) |
106.63 |
371.38 |
9. |
Net Profit after Tax (after exceptional items) |
238.24 |
371.38 |
‘includes exceptional items
The Company's Gross Turnover is at 22,807.40 Crores during the year compared to
74,520.17 Crores in the previous year.
Transfer to Reserve
The Company has not transferred any amount from the current year profits to the General
Reserve.
Dividend
The Board recommends a dividend of 730/- per Equity Share having a face value of 710/-
each (300 %) on the Equity Share Capital of 710,68,30,000/- for the year ended on 31st
March 2025 aggregating to 732.05 Crores. As per Finance Act, 2020, the Dividend is taxable
in the hands of the Shareholders. Dividend on Equity Shares is subject to the approval of
the Shareholders at the ensuing Annual General Meeting.
For the purpose of dividend calculation, the amount representing profit before
exceptional items has been considered. This is because the exceptional item pertains to a
profit of 7131.61 Crores realized from the sale of investments in shares of wholly-owned
subsidiary companies, namely LMW Textile Machinery (Suzhou) Co., Ltd, China, and LMW
Global FZE, UAE, to LMW Holding Limited, UAE, which is a wholly-owned subsidiary of LMW
Limited.
The Unclaimed Dividend relating to the Financial Year 2017-18, is due for transfer
during August 2025 to the Investor Education and Protection Fund (IEPF) established by the
Central Government. During the year under review, as per the requirements of the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, (IEPF Rules) 2,619 Equity Shares of 710/- each on which Dividend had remained
Unclaimed for a period of seven consecutive years has been transferred to the credit of
the Demat Account identified by the IEPF Authority. As on 31st March 2025,
54,803 Equity Shares of the Company were in the credit of the Demat Account of the IEPF
Authority.
Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated a Dividend Distribution Policy which has
been duly approved by the Board of Directors. A copy of the Dividend Distribution Policy
is available on the Company's website https://www.lmwglobal.com/pdf/investorsl/policies/05
Dividend Distribution Policy.pdf
STATE OF AFFAIRS OPERATIONS
A detailed overview of the global and Indian economy has been provided in the
Management Discussion and Analysis Report. Also, the state of affairs of each division
during the year under review has been provided in detail within the same report.
Overall, the Company's Gross Turnover decreased by 37.89% from 74,520.17 Crores in
2023-24 to 72,807.40 Crores in 2024-25; the Profit before exceptional items and tax stood
at 7155.26 Crores and the Profit after exceptional items and before tax stood at 7286.87
Crores in FY 2024-25 as against 7479.88 Crores in FY 2023-24.
The Net Profit after exceptional items and tax for the Financial Year 2024-25 was
7238.24 Crores as against 7371.38 Crores for the FY 2023-24.
FOUNDRY DIVISION (FDY)
The Foundry Division reported a Turnover of 797.63 Crores in 2024-25 as against 7105.18
Crores during 2023-24.
TEXTILE MACHINERY DIVISION (TMD)
During the year under review, the Textile Machinery Division had a Turnover of
71,715.80 Crores in 2024-25 as against 73,440.96 Crores during the financial year 2023-24.
MACHINE TOOL DIVISION (MTD)
The Machine Tool Division reported a Turnover of 7846.33 Crores in 2024-25 as against
7831.89 Crores during 2023-24.
ADVANCED TECHNOLOGY CENTRE (ATC)
Advanced Technology Centre had a Turnover of 7147.64 Crores in 2024-25 as against
7142.14 Crores during 2023-24.
Other income during the period under review was 721.56 Crores as against 718.05 Crores
in the previous year.
RENEWABLE ENERGY DIVISION
The Company has a policy of tapping renewable resources for power generation. The
Company has the necessary infrastructure in place to generate electricity from wind and
solar resources. This helps the Company to meet its own energy requirements mostly from
sustainable sources.
As on 31st March 2025, the Company had 28 Wind Energy Generators (WEG) with
a total power generation capacity of 36.80 MW. Cumulatively, windmills have generated
650.95 Lakh units of power during 2024-25.
The Company has 15 MW of Solar Power Generating capacity. As on 31st March
2025 these facilities have generated 299.04 Lakh units of power.
About 95.44 % of the energy demand of the Company has been met through renewable energy
and thereby
helping the Company to reduce its power cost and its carbon footprint.
OTHER DEVELOPMENTS
a. Change in name of the Company:
During the year under review, pursuant to the recommendation of the Board of Directors
and the approval of the Members through a Special Resolution passed at the Annual General
Meeting held on 31st July 2024, the name of the Company was changed from "Lakshmi
Machine Works Limited" to "LMWLimited" upon obtaining
a fresh Certificate of Incorporation pursuant to change of name; from the Registrar of
Companies, Central Processing Centre, Ministry of Corporate Affairs, on 25th
September 2024.
After obtaining the aforementioned approvals, the change in the name of the Company was
also duly effected on BSE Limited and the National Stock Exchange of India Limited, the
stock exchanges where the equity shares of the Company are listed.
b. Transfer of ownership in overseas subsidiaries:
During the year under review, the Company had incorporated a Wholly Owned Subsidiary
Company (WOS) in the United Arab Emirates (UAE), namely LMW Holding Limited located in the
Dubai International Linancial Centre. This WOS was incorporated in order to enable the
Company to consolidate its international operations.
Accordingly, the Board of Directors of the Company at their meeting held on 28th
October 2024 approved the transfer of equity interest / equity shares held respectively by
the Company in its wholly owned subsidiaries, namely, LMW Textile Machinery (Suzhou) Co.
Ltd, located in China and in LMW Global LZE, located in the United Arab Emirates, to the
ownership of its newly incorporated WOS, namely, LMW Holding Limited.
The restructuring exercise had been undertaken with the intention to rationalize and
simplify the overall group structure thereby enabling the Company to improve its market
focus in India and abroad.
The above said equity interest/share transfer(s) was completed as of January 2025 and
as a result
thereof LMW Textile Machinery (Suzhou) Co. Ltd, China and LMW Global LZE, United Arab
Emirates have become wholly owned subsidiaries of LMW Holding Limited, United Arab
Emirates and thereby are wholly owned step-down subsidiary companies of LMW Limited.
c. Real Estate Activity:
The Company had entered into a Joint Development Agreement with M/s Infinium Developers
LLP to develop residential villas and apartments on the Company's land measuring 4.21
acres located at Keeranatham Village, Annur Taluk, Coimbatore District. The Company will
have a revenue share of 24.50% from residential villas and 17.50% from residential
apartments in the proposed project. Parties to the agreement are in the process of
obtaining necessary statutory approvals and the project is yet to commence.
EXPORTS
The Export Turnover of the Company during the year
under review is as follows:
(7 in Crores)
Particulars |
2024-25 |
2023-24 |
Textile Machinery |
144.14 |
564.46 |
CNC Machine Tools and Castings |
16.31 |
22.13 |
Aerospace Parts |
139.05 |
132.25 |
Total Exports |
299.50 |
718.84 |
Export of Textile Machinery as stated above includes exports worth 7104.11 Crores made
to the Company's step-down subsidiary companies, LMW Textile Machinery (Suzhou) Co. Ltd.,
China and LMW Global LZE, United Arab Emirates. Amongst other countries, the Company's
products are primarily exported to countries in Asia and Africa.
RESEARCH AND DEVELOPMENT
The Research and Development efforts of the Company are focused on:
1. Developing eco-friendly, sustainable, energy
efficient, low carbon footprint technology.
2. Developing technology for production of
innovative machinery.
3. Developing end-use products at optimal cost.
Separate Research and Development units have been established for the development of
Textile Machinery and CNC Machine Tools. Both these facilities have been recognised by the
Department of Science and Technology, Government of India as in-house R&D facilities.
During the year under review, the Company has filed applications for 11 new patents in
India. Further, 5 patents were filed in the name of LMW Textile Machinery (Suzhou) Co.
Limited (LMWTMSCL), China (step-down subsidiary). Also, 32 patent applications were filed
in overseas countries for which applications were already filed by the Company in India.
Similarly, 9 patent applications were filed in India for which applications were already
filed in China by LMWTMSCL. The Company has filed 7 applications in India and 1
application overseas for Industrial Design.
AWARDS
Some of the important awards bagged by the Company during the Financial Year 2024-25
are:
1. Textile Machinery Manufacturers Association,
Research and Development award for 2023-24 for Ring Frame Auto Piecer (RAP).
2. Textile Machinery Manufacturers Association,
Research and Development award for 2023-24 for Draw Frame LDF3 2S.
3. Textile Machinery Manufacturers Association,
Segment Export Award for 2023-24.
4. Engineering Export Promotion Council of India, Star Performer Award in the category
of Large Enterprises for the years 2019-20 and 2020-21.
5. Indian Institute of Foundrymen, Best Foundry Award for the year 2023-24.
6. Quality Circle Forum of India, Excellence Awards at National Level 5S competition.
The Company's Foundry Division is certified with the GreenCo Platinum certification by
the Confederation of Indian Industry.
INDUSTRIAL RELATIONS
Relationship with employees were cordial throughout the year.
SUBSIDIARY COMPANIES
Operations of wholly owned subsidiary companies:
a. LMW HOLDING LIMITED, UNITED ARAB EMIRATES
The Consolidated Turnover of the Company during the year under review was 7217.06
Crores. During the year, the Company has incurred a net loss of 74.02.Crores. The Annual
Financial Statements of LMW Holding Limited includes the standalone financial statements
of its wholly owned subsidiaries namely, LMW Textile Machinery (Suzhou) Co. Ltd, China and
LMW Global FZE, United Arab Emirates.
b. LMW AEROSPACE INDUSTRIES LIMITED, INDIA
This Company was incorporated as a wholly owned subsidiary with an objective of
manufacturing components for the aerospace industry. As on date this subsidiary has not
commenced business operations. The Company is exploring suitable business opportunities
and will commence operations in a conducive business environment. Meanwhile, to
rationalise compliance requirements, statutory payments and other expenses, the Board and
Shareholders of this wholly owned subsidiary Company had decided to change the status of
the Company to a Dormant Company following the procedures as laid out by the Companies
Act, 2013. Subsequently, an application for changing the Company's status was filed with
the Ministry of Corporate Affairs (MCA) and the same was approved. Consequently, the
Company's status changed to that of a 'Dormant' company effective from 17th
January 2025.
Once the business conditions are conducive, an application will be filed with the MCA
to change the Company's status to being 'Active'.
Operations of step-down subsidiary companies:
a. LMW TEXTILE MACHINERY (SUZHOU) CO. LTD., CHINA
The Turnover of the Company during the year under review was 767.41 Crores as against
727.63 Crores during the previous year. During the year, the Company had incurred a Net
Loss of 76.48 Crores as against a Net Loss of 712.65 Crores during the previous year.
b. LMW GLOBAL FZE, UNITED ARAB EMIRATES
The Turnover of the Company during the year under review was 2145.92 Crores as against
2249.13 Crores achieved during the previous year. During the year, the Company registered
a Net Profit of 21.86 Crores as against a Net Profit of 214.93 Crores during the previous
year.
The Consolidated Financial Statements incorporating the Financial Statements of the
wholly owned subsidiary companies are attached to the Annual Report as required under the
applicable Indian Accounting Standard(s) and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The financial statements of LMW Holding Limited, United Arab Emirates, include the
financial statements of the company's step- down subsidiaries, namely, LMW Textile
Machinery (Suzhou) Co. Ltd, China and LMW Global FZE, United Arab Emirates.
The English translated version of the standalone Annual Financial Statements of LMW
Textile Machinery (Suzhou) Co. Ltd, China and LMW Global FZE, United Arab Emirates, both
step- down subsidiaries of the Company are posted on the Company's website along with the
standalone Annual Financial Statements of LMW Holding Limited, United Arab Emirates and
LMW Aerospace Industries Limited, India, both being wholly owned subsidiaries of the
Company.
Besides its wholly owned subsidiary companies namely, LMW Holding Limited & LMW
Aerospace Industries Limited and the step-down subsidiary companies namely, LMW Textile
Machinery (Suzhou) Co. Ltd and LMW Global FZE, the Company does not have any other
Subsidiary/ Joint Venture / Associate Company.
2. Annual Return
The Annual Return of the Company for the Financial Year 2024-25 as required under
Section 92(3) of the Act is available on the website of the Company and can be accessed on
the Company's website at the link
https://www.lmwglobal.com/pdf/investorsl/meeting%20information/annual%20general%20meeting/2024-25/
Annual% 20Return.pdf
3. Number of Meetings of the Board
During the year under review, four (4) Meetings of the Board of Directors were held.
Further details regarding the number of Meetings of the Board of Directors and Committees
thereof and the attendance of the Directors at such Meetings are provided under the
Corporate Governance Report.
4. Directors' Responsibility Statement
The Directors', based on representation received from the Operating Management, confirm
that:
a. In the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed;
b. 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 Profit
of the Company for that period;
c. Have taken proper and sufficient care for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d. Have prepared the annual accounts on a going concern basis;
e. Have laid down Internal Financial Controls to be followed by the Company and that
such Internal Financial Controls are adequate and were operating effectively; and
f. Have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and are operating effectively.
5. Share Capital
As on 31st March 2025, the authorised, issued, subscribed and paid-up Share
Capital is as follows:
Authorised Share |
5,00,00,000 Equity Shares |
Capital |
of 710/- each |
Issued, Subscribed |
1,06,83,000 Equity Shares |
and Paid-up Share |
of 710/- each |
Capital |
|
During the year under review, the Company
Has not issued Equity Shares with differential rights as to dividend, voting or
otherwise.
Has not issued Equity Shares (including Sweat Equity Shares) to employees of the
Company, under any scheme.
Has not resorted to any buyback of the Equity Shares.
6. 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.
7. Nomination and Remuneration Committee and Policy
The Nomination and Remuneration Committee of Directors has been formed and has been
empowered and authorised to exercise power as entrusted under the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 (both as amended from time to time). The Company has a policy on
Directors' / Senior Management appointments and remuneration which specifies criteria for
determining the qualification, positive attributes for Senior Management and Directors.
The policy also specifies the criteria for the determination of Independence of a Director
and other matters provided under sub-section (3) of Section 178 of the Companies Act,
2013. The Nomination and Remuneration Policy is available on the Company's website at:
httpsVA/vww.lmwglobal. com/pdf/investorsl/policies/08-Nomination-and-
Remuneration-Policy-l-25.pdf
8. Declaration by Independent Directors
The Independent Directors have submitted their disclosures to the Board indicating that
they comply with all the requirements that are stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 so as to qualify themselves to act as Independent
Directors in the Company. Further, they have also declared that they are not aware of any
circumstance or situation, which exists 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.
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.
9. Explanation and Comments on Audit Report
The report of the Statutory Auditors (appearing elsewhere in this Annual Report) and
that of the Secretarial Auditor (annexed hereto as Annexure 1) are self-explanatory having
no adverse comments. Further, the Secretarial Compliance Report for the financial year
ended on 31st March 2025 will be filed with the Stock Exchanges in which the
Company's equity shares are listed. There were no instances of fraud reported by the
Auditors to the Central Government or to the Audit Committee of the Company as indicated
under the provisions of Section 143 (12) of the Companies Act, 2013.
10. Particulars of Loans / Guarantee / Investments / Deposits / Security
The Company has no Inter-Corporate Loans / Guarantees / Security. Information on
investments of the Company in the Shares of other companies is provided under notes to
Balance Sheet appearing elsewhere in this Annual Report. The amount of investment made by
the Company does not exceed the limits as specified in Section 186 of the Companies Act,
2013. The Company has not accepted any Fixed Deposits.
11. Particulars of Contracts with Related Parties
All the transactions of the Company, entered into with its Related Parties are at arm's
length basis and have taken place in the ordinary course of business. Further, the Company
has complied with the provisions of Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for transactions entered into with the related
parties.
Since, there are no transactions with related parties which are not on arms' length
basis and material in nature, the disclosure as required under Section 134(3) (h) of the
Companies, Act 2013 in Form AOC - 2 is not applicable to the Company.
A copy of the Related Party Transaction Policy of the Company is available on the
Company's website www.lmwglobal.com.
Members may refer to the notes to the financial statements which sets out related party
disclosures for the financial year 2024-25.
During the ensuing Annual General Meeting, a Resolution is being proposed for seeking
Members' approval for material related party transactions to be entered with Lakshmi
Electrical Control Systems Limited.
12. Material Changes
There are no Material Changes or Commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial year ended 31st March 2025 relate and the date of the report.
13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
outgo
The particulars pursuant to Section 134 (3)(m) of the Companies Act 2013 read with Rule
8(3) of Companies (Accounts) Rules, 2014 are as under:
STATEMENT FOR CONSERVATION OF ENERGY:
SI
' Particulars No |
Related Disclosures |
(A) Conservation of Energy |
|
(i) the steps taken or impact on conservation of energy; |
The Company has invested in energy conservation devices to save power
as detailed in point (iii) below. |
(ii) the steps taken by the Company for utilising alternate sources of
energy; |
The Company has installed windmills with a capacity of 36.80 MW. The
Company also has a photo-voltaic solar power generating facility with an installed
capacity of 15 MW. The Company uses electricity generated from renewable sources for
captive power consumption. |
(iii) the capital investment on energy conservation equipment. |
In the Textile Machinery Division (TMD) cost savings were achieved by
optimising the coolant system in grinding machines, by introducing the variable frequency
drives for high power consuming motors, and by introducing energy efficient motors. Also,
alternate processes were identified to reduce diesel consumption. In the Foundry and the
Advanced Technology Centre, water pumping and air compressor operations were optimised.
Also, wherever possible LED lamps were installed. All these efforts resulted in total cost
savings of 269.24 Lakhs per year and also resulted in a reduction of 428 tons per year of
CO., emissions. |
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION (Bl) Technology Absorption - Foundry
Division
| (i) Efforts made towards technology absorption; |
Technical lectures in multiple subjects and specialisation/skill building
exercises, visit to benchmark foundries & participation in Indian Institute of
Foundrymen seminars and exhibitions to absorb the best practices and new technology |
| (ii) Benefits derived like product improvement, cost reduction, product
development or import substitution; |
Ability to build heavy parts like Housing, Adaptor Flange and Bearing
Flange for Windmills. Ability to build heavy parts like Hub for the
construction & mining industry. |
|
Alternative coating for core / mould that provide cost advantage were
developed. |
|
Enhanced ability to make use of reclaimed sand. Successfully developed
the complete bogie parts consisting of Stator frames, Suspension tubes, Axle boxes, Gear
box housings, Bearing flanges and End shields for Locomotive engines. |
| (iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year): |
|
| a. the details of technology imported; |
|
| b. the year of import; |
|
| c. whether the technology has been fully absorbed; |
Nil |
| d. if not fully absorbed, areas where absorption has not taken place, and
the reason thereof. |
|
| (iv) Expenditure incurred on Research and Development |
Capital Expenditure: Nil Revenue Expenditure: Nil Total: Nil |
(B2) Technology Absorption - Textile Machinery Division |
|
| (i) Efforts made towards technology absorption; |
Technical guest lectures in various subjects and specialisations/skill
building exercises, in-depth IPR analysis and review, theoretical simulation. Adoption of loT technology for industry 4.0 readiness. |
| (ii) Benefits derived like product improvement, cost reduction, product
development or |
Development of smart machines that are capable of self-correction to
ensure quality output. |
| import substitution; |
Improved automation across machinery to address the shortage of skilled
manpower. Development of Spinconnect platform encompassing loT/ Al. |
|
Reduction in power consumed by machinery. Continuous value engineering
efforts to control the cost despite inflation. |
| (iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year): |
Nil |
| a. the details of technology imported; |
|
| b. the year of import; |
|
| c. whether the technology has been fully absorbed; |
|
| d. if not fully absorbed, areas where absorption has not taken place, and
the reason thereof. |
|
| (iv) Expenditure incurred on Research and Development |
Capital Expenditure: 71.63 Crores Revenue Expenditure: 747.12 Crores
Total: 748.75 Crores |
(B3) Technology Absorption - Machine Tool Division |
|
| (i) Efforts made towards technology absorption; |
Technical guest lectures in various subjects and, specialisations / skill
building exercises, in-depth IPR analysis and review, theoretical simulation. |
| (ii) Benefits derived like product improvement, cost reduction, product
development or import substitution; |
Product Improvement: Improved ATC cycle time, Footprint
reduction in VMC & Improved Turret indexing time by Servo Turret in Turning centre to
bridge product gap and to address customer requirements.
New Products under development:
New products are being developed in the product verticals / variants such
as CNC Vertical Machining Centre, Turning Centre, and the Horizontal Machining Centre. |
| (iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year): |
Nil |
| a. the details of technology imported; |
|
| b. the year of import; |
|
| c. whether the technology has been fully absorbed; |
|
| d. if not fully absorbed, areas where absorption has not taken place, and
the reason thereof. |
|
| (iv) Expenditure incurred on Research and Development |
Capital Expenditure: 7 Nil Revenue Expenditure: 77.77 Crores Total: 77.77
Crores |
(B4) Technology Absorption - Advanced Technology Centre |
|
| (i) Efforts made towards technology absorption; |
Technical guest lectures on various subjects and speciaLisations/skiU
building exercises. Engaging with start-ups that are developing novel
products leads to an understanding of emerging technologies. |
| (ii) Benefits derived like product improvement, cost reduction, product
development or import substitution; |
Manufacture/development of components and sub- assemblies using
metal/composite materials. Identifying and developing the critical &
high-value adding processes in-house. |
| (iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year): a. the details of technology
imported; b. the year of import; c. whether the technology has been fully absorbed; d. if
not fully absorbed, areas where absorption has not taken place, and the reason thereof. |
Nil |
| (iv) Expenditure incurred on Research and Development |
Capital Expenditure: Nil Revenue Expenditure: Nil Total: Nil |
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. Crores) |
|
| Foreign Exchange Earned |
7300.64 |
| Foreign Exchange Outgo |
7496.69 |
14. Risk Management
The Company follows a comprehensive and integrated risk appraisal, mitigation and
management as stated in its Risk Management Policy. The identified elements of Risk and
Risk Mitigation measures are periodically reviewed / revised by the Board of Directors as
and when the need arises. The Board of Directors have also constituted a Risk Management
Committee to oversee the Risk Management process.
15. Corporate Social Responsibility (CSR)
The Company has constituted a CSR Committee of the Board of Directors and has adopted a
CSR Policy. The same is posted on the Company's website www.lmwglobal.com. A report in the
prescribed format detailing the CSR expenditure for the Financial Year 2024-25 is attached
herewith as Annexure - 2 and forms a part of this report.
16. Evaluation of Board's Performance
On the advice of the Board of Directors, the Nomination and Remuneration Committee of
the Board of Directors of the Company has formulated the criteria for evaluation of the
performance of each individual Director, Board as a whole, Committees of the Board,
Independent Directors, Non-Independent Directors and the Chairman of the Board based on
the criteria of evaluation as specified by the Securities and Exchange Board of
India (SEBI). Based on these criteria the performance evaluation process has been
undertaken. The Independent Directors of the Company had also convened a separate Meeting
for this purpose on 24th January 2025. The results from this evaluation process
have been communicated to the Chairman of the Board of Directors.
17. Directors and Key Managerial Personnel
During the year under review, Non-Executive Independent Directors Sri Aditya
Himatsingka (DIN: 00138970) and Dr Mukund Govind Rajan (DIN: 00141258) completed their
second
term of five years and retired from the Board of the Company effective 4th
August 2024. Justice (Smt) Chitra Venkataraman (Retd.) (DIN: 07044099) also retired upon
completion of her second term of five years, effective 1st February 2025. The
Board acknowledges and appreciates their contributions and valuable services.
Consequent to the retirement of the aforementioned directors, and pursuant to the
recommendation of the Nomination and Remuneration Committee and the Board of Directors,
Sri Venkataramani Anantharamakrishnan (DIN: 00277816) and
Smt Pushya Sitaraman (DIN: 06537196) were appointed as Independent Directors of the
Company for a first term of five (5) consecutive years with effect from 5th
August 2024 by the Members at the
61st Annual General Meeting of the Company held on 31st July
2024.
Further, upon the recommendation of the Nomination and Remuneration Committee and the
Board of Directors, Dr Deepali Pant Joshi (DIN: 07139051) was appointed as an Independent
Director of the Company to hold office for a first term of five (5) consecutive years with
effect from 12th December 2024 pursuant to the approval of the Shareholders
through Postal Ballot dated 12th December 2024.
Pursuant to the approval of the Audit Committee and the Board of Directors, the Company
had obtained the approval of the Shareholders through Postal Ballot on 12th
September 2024 for appointment of Sri Jaidev Jayavarthanavelu as an Executive Director of
LMW Holding Limited (a wholly owned subsidiary company located in the United Arab
Emirates) with effect from 23rd September 2024. Consequent to his appointment
as an Executive Director in LMW Holding Limited, Sri Jaidev Jayavarthanavelu (DIN:
07654117) stepped down from the position of Whole-time Director of the Company with effect
from the close of business hours on 20th September 2024 and was re-designated
thereafter as a Non-Executive and Non-Independent Director of the Company.
Apart from the above, there were no other changes in the Directors and Key Managerial
Personnel of the Company.
Sri Jaidev Jayavarthanavelu (DIN: 07654117),
who retires by rotation at the ensuing Annual General Meeting, being eligible offers
himself for reappointment. The Board recommends his reappointment.
18. Audit Committee / Whistle Blower Policy
The Audit Committee was formed by the Board of Directors', and it presently consists
of:
1. Sri Aroon Raman, Chairman (Non-Executive and Independent)
2. Sri Arun Alagappan, Member (Non-Executive and Independent)
3. Dr Deepali Pant Joshi, Member (Non-Executive and Independent)
The Board has accepted the recommendations of the Audit Committee and there were no
incidents of deviation from such recommendations during the Financial Year under review.
The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in
pursuance of Section 177(10) of the Companies Act, 2013 and details thereof is available
on the Company's website at www.lmwglobal.com. During the year under review, there were no
complaints received under this mechanism.
19. Prevention of Sexual Harassment of Women at the Workplace
The Company has complied with the provisions relating to the constitution of the
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Information regarding the same is also
provided in the Corporate Governance Report forming part of the Directors' Report.
20. Listing of Shares
The Shares of the Company are listed on BSE Limited and the National Stock Exchange of
India Limited. Applicable listing fees have been paid up to date. The Shares of the
Company have not been suspended from trading at any time during the year by the concerned
Stock Exchanges.
21. Overall Maximum Remuneration
Particulars pursuant to Section 197(12) and Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
a. The ratio of the remuneration of each Director to the median employee's remuneration
for the Financial Year and such other details as prescribed is as given below:
Director |
Category of Directorship |
Ratio |
Sri Sanjay Jayavarthanavelu |
Executive and Non-Independent |
79.48 |
Sri S Pathy |
Non-Executive and Non-Independent |
1.05 |
Sri Aditya Himatsingka* |
Non-Executive and Independent |
0.36 |
(until 4th August 2024) |
|
|
Director |
Category of Directorship |
Ratio |
Dr Mukund Govind Rajan* (until 4th August 2024) |
Non-Executive and Independent |
0.36 |
Justice (Smt) Chitra Venkataraman (Retd.)* (until 1st
February 2025) |
Non-Executive and Independent (Woman) |
0.88 |
Sri Arun Alagappan |
Non-Executive and Independent |
1.05 |
Sri Aroon Raman |
Non-Executive and Independent |
1.05 |
Sri Jaidev Jayavarthanavelu1 |
Non-Executive and Non-Independent |
6.36 |
Sri M Sankar |
Executive and Non-Independent |
18.20 |
Sri Venkataramani Anantharamakrishnan* (from 5th August
2024) |
Non-Executive and Independent |
0.69 |
Smt Pushya Sitaraman* (from 5th August 2024) |
Non-Executive and Independent (Woman) |
0.69 |
Dr Deepali Pant Joshi* (from 12th December 2024) |
Non-Executive and Independent (Woman) |
0.32 |
‘Held directorship during a part of the year.
Was designated as an Executive and Non-Independent Director until the close of business
hours on 20th September 2024 and was redesignated as a Non-Executive and
Non-Independent Director thereafter.
Note Sitting Fees paid to the Directors is not considered as remuneration
b. The percentage increase in remuneration of each Director, Chief Financial Officer
and Company Secretary in the Financial Year:
Director |
Category of Directorship |
% increase |
Sri Sanjay Jayavarthanavelu |
Executive and Non-Independent |
-65.10 |
Sri S Pathy |
Non-Executive and Non-Independent |
Nil |
Sri Aditya Himatsingka* (until 4th August 2024) |
Non-Executive and Independent |
-65.48 |
Dr Mukund Govind Rajan* (until 4th August 2024) |
Non-Executive and Independent |
-65.48 |
Justice (Smt) Chitra Venkataraman (Retd.)* (until 1st
February 2025) |
Non-Executive and Independent (Woman) |
-15.89 |
Sri Arun Alagappan |
Non-Executive and Independent |
Nil |
Sri Aroon Raman |
Non-Executive and Independent |
Nil |
Sri Jaidev Jayavarthanavelu1 |
Non-Executive and Non-Independent |
-11.11 |
Sri M Sankar2 |
Executive and Non-Independent |
Not Comparable |
Sri Venkataramani Anantharamakrishnan* (from 5th August
2024) |
Non-Executive and Independent |
Not Applicable |
Smt Pushya Sitaraman* (from 5th August 2024) |
Non-Executive and Independent (Woman) |
Not Applicable |
Dr Deepali Pant Joshi* (from 12th December 2024) |
Non-Executive and Independent (Woman) |
Not Applicable |
Key Managerial Personnel |
Designation |
% increase |
Sri V Senthil |
Chief Financial Officer |
-1.40 |
Sri C R Shivkumaran |
Company Secretary |
5.88 |
‘Term ended during the year under review, hence the decrease Appointed during the
year under review, hence not comparable
Was designated as an Executive and Non - Independent Director until the close of
business hours on 20th September 2024 and was redesignated as a Non-Executive
and Non-Independent Director thereafter.
2
Was appointed with effect from 25
th October 2022, hence during the
previous year had received remuneration for a part of that year. Hence figures are not
comparable
Note For this purpose, sitting fees paid to the Directors is not considered as
remuneration. The remuneration details are for the year 2024-25 (previous year 2022-24)
c. The percentage increase in the median remuneration of employees in the financial
year: 9.61 %
d. The number of permanent employees on the rolls of Company: 3,627
e. Average percentile spend increase in the salaries of employees other than the
managerial personnel in the last financial year: is -6%. Average percentile increase in
the managerial remuneration is -58% on account of decrease in profit linked remuneration.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
Yes
g. Particulars of Employees as per [Rule 5(2) and Rule 5(3) of Companies (Appointment
and Remuneration of Managerial Personnel Rules), 2014]:
Particulars of Employees whose salary is not less than Rupees One Crore and Two Lakhs:
Table 1 1 2S'2
Name
(Age in Years) |
Designation |
Remuneration (in 7) |
Qualification |
Date of Commencement of employment (experience in
years) |
Previous Employment |
Sri Sanjay Jayavarthanavelu (56 years) |
Chairman and Managing Director |
7,59,49,147 |
MBA. |
03":l June 1994 (30 years) |
|
Sri K Soundhar Rajhan
(76 years) |
Chief Strategy Officer |
2,39,88,884 |
B Sc. |
09th July 1973 (51 years) |
The Kovilpatti Lakshmi Roller Flour Mills Limited |
Sri M Sankar (67 years) |
Director Operations |
1,73,84,826 |
B Tech. |
21st August 1985 (39 years) |
Star Marketing Services Limited |
Sri S Siva Arvinth
Ganga
(51 years) |
President - MTD |
1,55,74,251 |
BE. |
17th April 2024 (1 year) |
Setco Auto Systems Private Limited |
Sri N Krishna Kumar (67 years) |
President - ATC & FDY |
1,10,58,052 |
BE., ME. |
01st July 1983 (41 years) |
' |
Whe remuneration includes the Company's contribution to the provident fund, gratuity
and perquisites,
2
Tlae remuneration details are for the Financial Year 2024-25 and all other
particulars are as on 21
st March 2025
3 Also refer to note 2 & 2
under Table 2
Details of employees in receipt of Remuneration / Salary for any part of the year, at a
rate which, in the aggregate, was not less than 78,50,000/- per month: Nil
Particulars of Top Ten employees in terms of remuneration drawn: Table 2 1258 4
Name
(Age in Years) |
Designation |
Remuneration (in?) |
Qualification |
Date of Commencement of employment (experience in
years) |
Previous Employment |
| Sri V Senthil (46 years) |
Chief Financial Officer |
81,55,530 |
B Com., ACA. |
23":l January 2015 (10 years) |
LMW Textile Machinery (Suzhou) Co. Ltd |
| Sri S Rajasekaran (58 years) |
Senior Vice President - TMD, R & D |
72,90,804 |
DTT„ AM IE., M Tech., DBM. |
2nd May 1986 (39 years) |
VR Textiles |
| Sri P Ananthan (56 years) |
Vice President - Administration |
67,03,314 |
BE. |
17th August 1989 (35 years) |
- |
| Sri P Elangovan (51 years) |
Associate Vice President -TMD (Quality) |
62,41,615 |
DME., B Tech., MS., PG Diploma. |
07th May 2018 (7 years) |
Wabco India Limited |
| Sri V Vijay (45 years) |
Head (Metallics) - ATC |
55,82,490 |
BE., PGDBM. |
09th April 2021 (4 years) |
Aequs Private Limited |
| Sri C R Shivkumaran (51 years) |
Company Secretary |
54,35,595 |
BA., MBA., ACMA., ACS., PhD. |
21st August 1996 (28 years) |
SIV Industries Limited |
| Sri Suresh Kumar Mishra
(45 years) |
Head (Manufacturing), Composites - ATC |
53,06,621 |
Post Graduate Diploma in Operations Management |
15th February 2022 (3 years) |
Valdel Advanced
Technologies
Private
Limited |
| Sri T Chandrasekar (46 years) |
Senior General Manager - Foundry |
52,33,943 |
BE. |
4th January 2023 (2 years) |
Integra Automation
Private
Limited |
| Sri M Ranganathan (60 years) |
Head - HR & IR |
51,39,592 |
BA.,MA.,BL. |
1st December 2004 (20 years) |
Veejay Syntex Private Limited |
| Smt B Dhanalakshmi (55 years) |
Senior General Manager - Finance |
51,02,329 |
B.Com., ACA., ACS., ACMA (Inter). |
19th January 1996 (29 years) |
|
1
The remuneration includes Company's contribution to provident fund, gratuity
and perquisites,
2
As at 31
st March 2025, no employee is a relative (in terms of the
Companies Act, 2013) of any other Director of the Company,
3
No employee of the Company is covered by Rule 5(2) (in) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, that is employee,
drawing remuneration in excess, of the remuneration paid to the Chairman and Managing
Director or Whole-time Director and is holding by hirnself/herself or along with his/her
spouse and dependent children, shares, of 2% or more in the Company,
4
The remuneration details are for the Financial Year 2024-25 and all other
particulars, are as on 31
st March 2025
Details of employees who were listed in top ten employees in terms of remuneration as
at 31st March 2024 and had left the services of the Company during the year
2024-25:
SI No |
Name of the Employee |
Date of Cessation |
Reason |
1 |
Sri R Hari Krishna |
30th August 2024 |
Resignation |
2 |
Sri R Murali |
16th September 2024 |
Resignation |
3 |
Sri Indraneel Bhattacharya |
30th June 2024 |
Retirement |
4 |
Sri Sanjay Ahuja |
30th November 2024 |
Resignation |
5 |
Ms Shah Sonal Manilal |
30th August 2024 |
Resignation |
Note: Sri Jaidev Jayavarthanavelu was re-designated as a Non-Executive and
Non-Independent Director with effect from the close of business hours on 20th
September 2024.
22. Corporate Governance
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separatesection on Corporate Governance practices followed by the
Company is provided elsewhere in this Report. A report of the Statutory Auditors of the
Company confirming the compliance of conditions of Corporate Governance as required by
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to
this report as Annexure-3 and forms a part of the report.
23. Auditors
Statutory Auditor
Consequent to the approval of the Shareholders at their Annual General Meetings held
during 2021 & 2022 respectively, M/s S. Krishnamoorthy & Co., Chartered
Accountants, Coimbatore, with Sri B Krishnamoorthi and / or Smt V Indira as signing
partners were appointed as Statutory Auditors of the Company for a second term of 5 (five)
consecutive financial years commencing from the financial year 2021-22 and shall hold
office from the conclusion of 58th Annual General Meeting till the conclusion
of the Annual General Meeting of the Company to be held during the year 2026.
M/sS. Krishnamoorthy&Co., Chartered Accountants, Coimbatore, with Sri B.
Krishnamoorthi and / or Smt. V. Indira as signing partner have consented and confirmed
their eligibility and desire to continue as Statutory Auditors of the Company for the
Financial Year 2025-26.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 (as amended), the Board
of Directors, on the recommendation of the Audit Committee have appointed Sri A N
Raman, Cost Accountant, Chennai, as the Cost Auditor of the Company for the Financial Year
2025-26. The remuneration payable to the Cost Auditor is subject to ratification of
Shareholders at the ensuing Annual General Meeting.
Secretarial Auditors
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the provisions of Sections 179 & 204 of the Companies Act, 2013,
read with the Companies (Meetings of Board and its Powers) 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.
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.
24. Business Responsibility and Sustainability Report
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with relevant SEBI Circulars, the Business Responsibility and
Sustainability Report of the Company for the year ended 31st March 2025 is
annexed as Annexure - 4 and forms an integral part of the Annual Report.
25. Compliance with Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and are operating effectively.
26. Additional Information
As per Rule 8(5) of the Companies (Accounts) Rules, 2014 the following additional
information is provided:
(i) The financial summary or highlights |
The financial highlights including information on the
state of affairs of the Company, dividend and transfer to reserve have been provided
elsewhere in this report. |
(ii) The change in the nature of business, if any |
There is no change in the business line of the Company. |
(iii) The names of Companies which have become or ceased to be its
Subsidiaries, Joint Ventures or Associate Companies during the year. |
On 10th July 2024, LMW Holding Limited was
incorporated as a wholly owned subsidiary of the Company and is located in the Dubai
International Financial Centre, Dubai, United Arab Emirates. Thereafter, the Equity
Interest / Equity Shares held by the Company in LMW Textile Machinery (Suzhou) Co. Ltd,
China and in LMW Global FZE, United Arab Emirates were transferred to LMW Holding Limited,
United Arab Emirates, the newly incorporated wholly owned subsidiary of the Company.
Consequent to the transfer, LMW Textile Machinery (Suzhou) Co. Ltd, China
and LMW Global FZE, UAE became the wholly owned subsidiaries of LMW Holding Limited and
step-down subsidiaries of LMW Limited. |
(iv) The details relating to deposits, covered under Chapter V of the
Companies Act, 2013. |
The Company has not accepted any amount which falls under
the purview of Chapter V of the Companies Act, 2013. |
(v) The details of deposits which are not in compliance with the
requirements of Chapter V of the Act. |
Not Applicable |
(vi) The details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in future. |
Nil |
(vii) The details in respect of adequacy of financial internal
controls with reference to the Financial Statements. |
Procedures are set to detect and prevent frauds and to
protect the organisation's resources, both physical (e.g., machinery and property) and
intangible (e.g., reputation or Intellectual property such as trademarks, patents, etc.).
The Financial Statements are prepared in accordance with the Indian Accounting Standards
issued by the Ministry of Corporate Affairs. |
(viii) Maintenance of cost records under subsection (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 prepared and
maintained the Cost Records as mandated by the Central Government. |
(ix) A statement regarding opinion of the
Board with regard to integrity, expertise and experience (including the proficiency) of
the independent directors appointed during the year. |
During the financial year 2024-25, Sri Venkataramani
Anantharamakrishnan, Smt Pushya Sitaraman and Dr Deepali Pant Joshi, were appointed as
Independent Directors of the Company. |
The Board is of the opinion that the integrity, expertise and
experience (including the proficiency) of the above said Independent Directors are
satisfactory. |
27. Details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loans from the Banks or Financial
Institutions along with the reasons thereof
Not applicable
28. Acknowledgements
Your Directors thank all customers for their continued support and patronage. The
Directors also thank the Company's Bankers, Selling Agents, Vendors, Central and State
Governments for their valuable assistance.
The Directors wish to place on record their appreciation for the cooperation and
contribution made by the employees at all levels towards the progress of the Company.