Laxmi Cotspin Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors are pleased to present the 20^th Annual Report on the business and operation of
the Company together with the Audited Financial Accounts for the year ended 31^st March, 2025.

1. Financial Summary (Consolidated)

Rs. In Lacs

Particulars	Financial Statement
	2024-25	2023-24
Income from Operations	15,041.56	14,402.21
Other Income	329.23	541.27
Total revenue	15,370.79	14,943.48
Operating Costs	15,542.50	14,592.32
Profit before depreciation	(171.71)	351.17
Depreciation	320.59	303.56
Profit before exceptional item and Tax	(492.30)	47.61
Extra-Ordinary Item	526.73	(81.5)
Profit before Tax (PBT)	34.43	(33.89)
Tax expense	(11.81)	(7.02)
Profit for the year (PAT)	46.24	(26.87)
Compressive income	1.36	(4.13)
Total Profit for the year	47.60	(31.00)
Basic EPS	0.27	(0.16)

During the year under review your company has achieved total revenue of Rs. 15,370.79 lakhs as
against Rs. 14,943.48 lakhs, achieved in the previous year. In the FY 2024-25, Company has
incurred profit of Rs. 47.60 lakhs as against the loss in the previous year amounting to Rs. (31.00)
lakhs.

2. Change in the nature of Business, if any,

There has not been any change in the nature of business of the company during financial year
2024-2025.

• There has been temporary shutdown of the open-end yarn manufacturing division of the
company.

• After closure of Financial Year 2024-25 company has introduced new product namely
“OJAS COTTON ROLL", in the month of August 2025.

3. Share Capital

The capital structure of the company as on 31.03.2025 is as follows:

The Authorized share capital of the company is Rs. 40,00,00,000 (Rupees Forty Crore) divided
into 4,00,00,000 (Four Crore) Equity shares of Rs. 10 Each.

The issued, subscribed and paid-up share capital of the company is Rs 17,14,76,700 (Rupees
Seventeen Crore Fourteen Lakhs Seventy-Six Thousand Seven Hundred) divided into 1,71,47,670
(One Crore Seventy-One Lakhs Forty-Seven Thousand Six Hundred Seventy) Equity shares of Rs.
10 Each.

During the year under review the company has not issued any shares. The company has not issued
any shares with differential voting rights or sweat equity or granted stock options.

4. Transfer to Reserve

Company has not declared any dividend and transferred profit of Rs. 46.24 lacs to reserve.

5. Change of Name

The Company has not changed its name during financial year 2024-2025.

6. Dividend

In order to plough back the profits for the activities of the company and strategy of growth in the
business through enhancing manufacturing capacity, your directors do not recommend any
dividend for the financial year.

7. Details of Directors or Key Managerial Personnel who were appointed or have resigned
during the year:

A. Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of
Association of the Company, Mrs. Prafullata Rathi, Director of the Company retires by rotation at

the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The
Board of Directors recommends her re-appointment.

8. Material Changes Between the Date of The Board Report and End of Financial Year

There were changes occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report.

• Appointment of Mr. Gaurav Ramnivas Karwa (DIN: 07303830) as an Additional Independent
N on-Executive director of the company w.e.f 07^th August 2025, who will regularise as Independent
Director in this AGM.

• Appointment of Mr. Vivek Mohanlal Maniyar (DIN: 11224234) as an Additional Independent
N on-Executive director of the company w.e.f 07^th August 2025, who will regularise as Independent
Director in this AGM.

• Resignation of Mr. Ketan Shankarlal Shah (DIN: 09699742) from Independent Directorship of
the company w.e.f 07^th August 2025.

• Resignation of Mr. Vijaykumar Jainarayan Zanwer (DIN: 00893718) from Independent
Directorship of the company w.e.f 07^th August 2025.

• After closure of Financial Year 2024-25 company has introduced new product namely “OJAS
COTTON ROLL", in the month of August 2025.

9. Particulate of Employees-

As required, no employee of the company was in receipt of remuneration exceeding the limit
prescribe under rule 5 (2) of the companies (Appointment and Remuneration of managerial
Personnel) Rules, 2014.

10. Meetings of Board of Director and Shareholders.

Thirteen (13) Board meetings and Two shareholders meeting, were held during the Year 2024¬
25. Four Audit Committee Meetings and One Nomination and Remuneration Committee Meetings
and One Stakeholders'' Relationship Committee Meetings and Two Corporate Social Responsibility
Committee Meetings were also held during the year. The intervening gap between meetings was
within the period prescribed under Secretarial Standards applicable to the company.

Sr. No.	Date
1	02/04/2024
2	11/04/2024
3	17/05/2024
4	13/08/2024
5	28/08/2024
6	04/09/2024
7	26/09/2024
8	13/11/2024
9	10/02/2025
10	01/03/2025
11	01/03/2025
12	18/02/2025
13	18/03/2025

The company was held one EOGM as on 25^th March 2025.

11. Board Evaluation

Pursuant to the provision of the companies Act, 2013, Listing regulation along with other rules
and regulation applicable, if any, the company has carried out the annual performance evaluation
of its own performance, the director individually as well as the evaluation of the working of its
committees, A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspect of the board functioning such as adequacy of
the composition of the board and its committees, board culture, execution and performance of
specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of the individual director
including the Chairman of the Board, who were evaluated on parameter such as level of
engagement and contribution, independence of judgment, Safeguarding interest of the company
and its minority shareholders, etc. The performance evolution of Independent Director was
carried out by entire board. The performance evolution of the chairman and non-Independent
Director was carried out by the Independent Director who also reviewed the performance of the
secretarial Department. The Director expresses their satisfaction with the evaluation process.

12. Company Policy on Director''s Appointment and remuneration

The policy of the company on Director''s appointment and remuneration including criteria for
determining qualification, positive attributes, independence of Director and other matters
provided under Sub - section (3) 178, is explained in the corporate governance report.

The said policy may be accessed at the web-link: https://laxmicotspin.com/policies-conduct/

13. Details of Remuneration to Directors: -

The remuneration paid to the Directors is in accordance with the recommendations of N omination
and Remuneration Committee formulated in accordance with Section 178 of the Companies Act,
2013 and any other re-enactment(s) for the time being in force.

The information relating to remuneration of Directors and details of the ratio of the remuneration
of each Director to the median employee''s remuneration and other details as required pursuant
to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure H.

14. Disclosure of Composition of Audit Committee and Providing Vigil Mechanism:

The Audit Committee consists of the following members

Names	Designation
Mr. Gopal Mundada (ID)	Chairman
Mr. Sanjay Kachrulal Rathi (MD)	Member
Mr. Kailash Biyani (ID)	Member

The above composition of the Audit Committee consists of independent Directors.

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7
of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015,
the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism, that
encourages and supports its Directors and employees to report instances of illegal activities,
unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct or
Ethics Policy. It also, provides for adequate safeguards against victimization of persons, who use
this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
The details of the Vigil Mechanism Policy have posted on the website of the Company.

15. Declaration by an Independent director(s)

All the Independent Directors have given their declaration of Independence stating that they meet
the criteria of independence as prescribed under section 149(6) of the Companies Act 2013.
Further that the Board is of the opinion that all the independent directors fulfil the criteria as laid
down under the Companies Act 2013 and the SEBI (LODR) Regulations 2015 during the year
2024-25, same is enclosed herewith as Annexure F.

16. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate
meeting of the Independent Directors of the Company was held on 24^th October, 2024 to review
the performance of Non-Independent Directors (including the Chairman) and the entire Board.
The Independent Directors also reviewed the quality content and timeliness of the flow of
information between the Management and the Board and its Committees which is necessary to
effectively and reasonably perform and discharge their duties.

17. Board Independence

Our definition of ''Independence'' of Directors is derived from Regulation 16 of SEBI (LODR)
Regulations 2015 and Section 149(6) of the Companies Act 2013. The Company is having
following independent directors:

(i) Kailash Shrikisan Biyani

(ii) Gopal Satyanarayan Mundada

(iii) Vijaykumar Jainarayan Zanwer (Resigned w.e.f. 07^th August, 2025)

(iv) Ketankumar Shankarlal Shah (Resigned w.e.f. 07^th August, 2025)

(v) Gaurav Ramnivas Karwa (Appointed w.e.f. 07^th August, 2025)

(vi) Vivek Mohanlal Maniyar (Appointed w.e.f. 07^th August, 2025)

As per provisions of the Companies Act 2013 Independent Directors were appointed for a term of
5 (five) consecutive years and shall not be liable to retire by rotation.

18. Vigil Mechanism for Directors and Employees:

Your Company is committed to highest standards of ethical, moral and legal business conduct.
Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance
with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015
Employees can raise concerns regarding any discrimination, harassment, victimization, any other
unfair practice being adopted against them or any instances of fraud by or against your Company.
Any incidents that are reported are investigated and suitable action taken in line with the Whistle
Blower Policy. The said policy may be accessed at the web-link:

https://laxmicotspin.com/wp-content/uploads/2023/06/LCL-Vigil-Mechanism- -Whistle-
Blower-Policy.pdf

19. Extracts of Annual Return in Form MGT-9 U/s 92 (3) of Companies Act, 2013

In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of the Annual Return
as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management

and Administration) Rules, 2014 in the prescribed Format MGT-9 will be made available on the
website of the company after conclusion of the AGM.

20. Deposits:

During the year under review, your Company has neither accepted nor renewed any deposits from
the public in terms of provisions of Chapter V of the Act, read with the Companies (Acceptance of
Deposits) Rules, 2014.

21. Particulars of Loans, Guarantees and Investments:

The particulars of Loans, Guarantees or Investments, covered under the provisions of section 186
of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the
Financial Statements of the Company for the financial year ended March 31, 2025. Please refer to
Note Nos. 11, 12 and 13 of the Standalone Financial Statements for the financial year ended March
31, 2025, for further details. Please also note that such loans/ guarantees/ investments are
provided for general investment/ corporate purposes.

22. Reply to Adverse Remark Made by Statutory Auditor:

There are no adverse remarks made by the auditor of the company.

23. Internal Control Systems and Their Adequacy:

The Company has a proper and adequate system of internal controls, commensurate with the size
scale and complexity of its operations. This ensures that, all transactions are authorized, recorded
and reported correctly, and assets are safeguarded and protected against loss from unauthorized
use

or disposition. In addition, there are operational controls and fraud risk controls, covering the
entire spectrum of internal financial controls.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman
of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluates the efficiency and adequacy of the internal
control system in the Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the report of internal audit functions,
process owner undertakes corrective actions in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations along with corrective actions
thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place to take care
of the same. During the year, the Company continued to implement their suggestions and

recommendations to improve the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed with the process owners and suitable corrective actions
taken as per the directions of Audit Committee on an on-going basis to improve efficiency in
operations.

24. Related Party Transactions:

All transactions entered into with the related parties, as defined under the Companies Act, 2013,
during the financial year, were in the ordinary course of business and on arm''s length pricing
basis, as per the management representation certificate provided to auditor of the company and
do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially
significant transactions with the related parties during the financial year which were in conflict
with the interest of the Company and hence, enclosing of form AOC- 2 is required, Suitable
disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the
Financial Statements.

A policy on the related party transactions was framed & approved by the Board and posted on the
Company''s website. The said policy may be accessed at the web-link:
https://laxmicotspin.com/wp-content/uploads/2024/05/7.-Related-Party-Transaction-
Policy.pdf

25. Investors Education and Protection Fund

During the financial year 2024-25 ended 31st March 2025 under review there were amount/s of
Rs. 33,000/- which is required to be transferred to the Investor Education and Protection Fund by
the Company.

26. Prevention of Insider Trading

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a
Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The details of the Insider Trading Policy
have posted on the website of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company''s shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. However, there were no such instances in the
Company during the year 2024-25. The said policy may be accessed at the web-link:

https://laxmicotspin.com/wp-content/uploads/2024/05/5.Insider-Trading-policy.pdf

27. Holding, Subsidiary and Associate Relationship:

As on March 31, 2025, your Company has Two wholly Owned subsidiaries. Namely,

1. Laxmi Spintex Private Limited (CIN: U17299MH2021PTC362557)

2. Laxmi Surgical Healthcare Private Limited (CIN: U33100MH2021PTC364930)

None of the subsidiaries is listed on any Stock Exchange. None of the subsidiaries falls within the
meaning of “Material Subsidiary” as defined in Regulation 16(1)(c) of the Listing Regulations. The
Company has laid down policy on material subsidiary and the same is placed on the website of the
Company. The said policy may be accessed at the web-link:

https://laxmicotspin.com/wp-content/uploads/2025/04/Material-Subsidiary-Policy.pdf

28. Risk Management policy:

The Company has formulated a Risk Management Policy for dealing with different kinds of risks
which it faces in day-to-day operations of the Company. Risk Management Policy of the Company
outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The
Company has adequate internal control systems and procedures to combat the risk.

The Risk management procedure will be reviewed by the Audit Committee and Board of Directors
on time-to-time basis.

29. Policy on Preservation of The Documents:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board
of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on
Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents
from getting manhandled, while at the same time avoiding superfluous inventory of Documents.
The said policy may be accessed at the web-link:

https://laxmicotspin.com/wp-content/uploads/2024/05/POLICY-FOR-PRESERVATION-OF-

DOCUMENTS-AND-ARCHIVAL-OF-DOCUMENTS.pdf

30. Policy on Criteria for Determining Materiality of Events

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Regulations).

The objective of the Policy is to determine materiality of events or information of the Company

and to ensure that such information is adequately disseminated in pursuance with the Regulations
and to provide an overall governance framework for such determination of materiality.

The said policy may be accessed at the web-link:

https://laxmicotspin.com/wp-content/uploads/2023/06/Policy-for-Determination-of-

Materiality-of-Events-an-Information.pdf

31. Statutory Auditors& Auditor Reports

In Compliance with the provisions of Sections 139, 141, 142 and other applicable provisions, if
any,

of the Act and the Companies (Audit and Auditors) Rules, 2014 (including any statutory
modification(s) / re-enactment(s) /amendment(s) thereof, for the time being in the force), M/s.

DMKH AND CO, Chartered Accountants (Firms Registration No.: 116886w), were appointed as
statutory auditors for a period of five consecutive years commencing from the conclusion of
17^thAnnual General Meeting held in year 2022 till the conclusion of 22nd AGM to be held in the
calendar year 2027.

The auditor report given by M/s. DMKH AND CO., Chartered Accountants, Statutory Auditors, on
the Financial Statements (Standalone and Consolidated) of the Company for the financial year
ended March 31, 2025, forms part of the Annual Report and self-explanatory. There has been no
qualification, reservation or adverse remarks or any disclaimer in their report.

32. Secretarial Auditors and Secretarial Report

Pursuant to the provisions of section 204 of Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sagar Deo
and Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company
for the financial year ended March 31, 2025. The Secretarial Audit Report for the financial year
ended March 31, 2025, is annexed herewith as “Annexure C”

There are no qualifications or observations, or adverse remarks made by the Secretarial Auditor
in their Report. The contents of the Secretarial Audit Report are self-explanatory and do not call
for any further comments by the Board.

Pursuant to Regulation 24A of Listing Regulations and the Audit Committee, the Board
recommends appointment of M/s Sagar Deo and Associates, as the Secretarial Auditor of the
Company for a period of 5 (five) consecutive years, with effect from April 1, 2025. An appropriate
resolution seeking approval of the shareholders of the Company has been included in the Notice
convening the 20^th Annual General Meeting.

Further, pursuant to the Regulation 24A of Listing Regulations, the Annual Secretarial Compliance
Report for the financial year 2024-2025 has been submitted to the stock exchanges within 60 days
of the end of the financial year.

The reports of secretarial auditor are enclosed as Annexure C to this report.

33. Cost Auditor and Cost Audit Report:

M/s Cheena & Associates (Firm Registration No. 000397) were appointed as the Cost Auditor to
conduct the cost audit for the financial year ended March 31, 2025.

Further, pursuant to the provisions of section 148(1) of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended and as per the recommendation of the Audit
Committee, the Board at their meeting held on June 21, 2025 re-appointed M/s Cheena &
Associates (Firm Registration No. 000397) as Cost Auditors of the Company for the financial year
2025-2026 to audit the cost records of the Company. A resolution for ratification of the
remuneration payable for such cost audit services forms part of the Notice of ensuing 20^th Annual
General Meeting.

A certificate from M/s Cheena & Associates, Cost Accountants, has been received to the effect that
their appointment as Cost Auditors of the Company, if made, would be in accordance with the
limits prescribed under Section 141 of the Act and the rules framed thereunder.

The cost audit report with no qualification, reservation or adverse remarks or any disclaimer
there in, issued by the Cost auditor for the financial year ended March 31, 2024, was filed with the
Registrar of Companies vide form CRA-4.

The Company has maintained accounts and records as specified under sub-section (1) of section
148 of the Act.

As per the requirement of the Central Government and pursuant to section 148 of the Companies
Act, 2013 read with Companies (Cost Records and Audit) Rules 2014 as amended from time to
time your directors have appointed M/s Cheena & Associates, Practicing Cost Accountant for
Conducting cost audit for a period 2025-26.

34. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules
2014 (as amended) the Board of Directors on the recommendations of the Audit Committee of the
Company has appointed M/s Darshan Gattani & Associates, Chartered Accountants, as an internal
Auditor of the company for FY 2025-26.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the
financial year to the Audit Committee and Board of Directors of the Company do not contain any

adverse remarks ana qualifications nence uo not call ior any lurtner expianauon/s Dy
the Company.

35. Recognition to company as an Export House:

The directors have pleasure to inform you that our company LAXMI COTSPIN LIMITED has been
recently recognized as a STAR EXPORT HOUSE BY MINISTRY OF COMMERCE, GOVERNMENT
OF INDIA.

36. Certification

A. Laxmi Cotspin Ltd has accredited as a training provider under National Skill
Development corporation.

B. Udyam Registration Certificate (MSME).

C. Ginning & Spinning unit certified by control union, for Organic processing and trading

D. Ginning & Pressing unit, 4 Star rating certified by Textiles Committee.

E. Organic Cotton Production Certified by NOCA.

F. Recognized as a Star Export House by Ministry of Commerce, Government India

G. Recognized as BCI Membership (BETTER COTTON INITIATIVE) by BCI Council

37. Membership:

a. Membership of Cotton Association of India

b. Membership of Texprocil of India

38. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013, the company is
required to undertake Corporate Social Responsibility (CSR) activities if it meets certain financial
criteria.

For the financial year 2024-25, the company''s profit was below the required threshold for CSR
applicability, as the net profit in FY 2023-24 was negative. Therefore, the company was not
required to undertake CSR activities for the year under review.

The company will continue to monitor its financial position and ensure compliance with the CSR
provisions in future years when applicable.

39. Corporate governance:

The Company places great importance on maintaining the highest standards of Corporate
Governance. It recognizes that good governance practices not only promote transparency and
accountability but also of the organization. In line with this commitment, the Company diligently

adheres to the Corporate Governance requirements set out by the Securities and Exchange Board
of India (SEBI).

To strengthen its governance framework, the Company has implemented several best practices.
These practices encompass various aspects of governance, including board composition and
structure, independent Directors, board Committees, risk management, internal controls, ethical
conduct, and stakeholder engagement. These practices are designed to ensure effective oversight,
decision-making, and protection of the interests of all stakeholders.

As part of the Annual Report, the Company includes a comprehensive report on Corporate
Governance, as mandated by Regulation 34 of the SEBI Listing Regulations. This report provides
detailed information on the Company''s governance structure, policies, and practices, giving
stakeholders valuable insights into the Company''s governance framework.

Furthermore, the Company obtains a certificate from its Statutory Auditor, confirming compliance
with the conditions of Corporate Governance as stipulated under SEBI Listing Regulations,2015.

This certificate serves as an independent validation of the Company''s adherence to the prescribed
governance norms.

40. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We
believe that a truly diverse board will leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, cultural and geographical background, age, ethnicity, race
and gender, which will help us, retain our competitive advantage.

41. Employee relations

The relationship with the staff and workers continued to be cordial during the entire year. The
Directors wish to place on record their appreciation of the valuable work done and co-operation
extended by them at all levels. Further, the Company is taking necessary steps to recruit the
required personnel from time to time.

42. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

The particulars as prescribed under Sub Section (3)(m) of Section 134 of the Companies Act, 2013,
read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

The Company ensures that the manufacturing operations are conducted in the manner whereby
optimum utilization and maximum possible savings of energy is achieved.

A comparative Statement showing consumption of electricity per kg of yarn manufactured during
the current and previous year is appended here with as Annexure A.

The Company ensures that the manufacturing operations are conducted in the manner whereby
optimum utilization and maximum possible savings of energy is achieved.

B. Technology Absorption (R&D, Adaptation and Innovation)

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

i. Continuous research to upgrade existing products and to develop new products and
services.

ii. To enhance its capability and customer service the Company con tinues to carry out R & D
activities in house.

2. Benefits derived as a result of the above efforts:

i. Introduction of new and qualitative products.

ii. Upgrade of existing products.

Future plan of action

Company will continue to invest in and adopt the best processes and methodologies suited to its
line of business and long-term strategy. Training employees in the latest appropriate technologies
will remain a focus area. The Company will continue to leverage new technologies and also on the
expertise available.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange
outgo during the year in terms of actual Outflows

(Amount In Rs)

Particulars	2024-25	2023-24
Foreign Exchange Earnings	Nil	4,58,03,745
Foreign Exchange Outgo	1,65,12,288	7,26,262

43. Disclosure Under Sexual Harassment of Women at Workplace (Prevention.
Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy
on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules there under. The Policy aims to provide protection to employees
at the workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working environment,
where employees feel secure. All the employees of the Company as a part of induction are
sensitized about the provisions of the said Act. The Company believes in providing safe working
place for the Women in the Company and adequate protections are given for them to carry out
their duties without fear or favour.

Internal Complaints Committee (ICC)

The Company has constituted a robust Internal Complaints Committee (ICC) .

Disclosures for the Financial Year 2024-25:

Metric Count

Complaints received Nil

Complaints resolved Nil

Cases pending beyond 90 days Nil

Female employees at year-end 94

Male employees at year-end 158

Transgender employees at year-end Nil

Affirmed

Maternity Benefit Act compliance

https://laxmicotspin.com/wp-content/uploads/2024/05/POLICY-ON-PREVENTION-OF-

SEXUAL-HARASSMENT-OF-WOMEN-AT-WORKPLACE.pdf

44. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual report is annexed with
Annexure G.

45. Registrar and share transfer agent

The Company has appointed MUFG Intime India Private Limited (Formerly known as ''Link
Intime India Private Limited'') as its Registrar and Share Transfer Agent. The Corporate Office

of Link Intime India Private Limited situated at "C-101, 1st Floor, 247 Park, Lal Bahadur Shastri
Marg, Vikhroli (West) Mumbai MH 400083 IN”

46. Significant and Material Orders Passed by The Regulators or Courts or Tribunals
Impacting the Going Concern Status and Company’s Operations in Future

No significant or material orders were passed by the any Regulators or Courts or Tribunals which
impact the going concern status and Company''s operations in future.

47. Enhancing shareholders value

Your Company believes that its members are among its most important stakeholders. Accordingly,
your Company''s operations are committed to the pursuit of achieving high levels of operating
performance and cost competitiveness, consolidating and building or growth, enhancing the
productive asset and resource base and nurturing overall corporate reputation. Your Company is
also committed to creating value for its other stakeholders by ensuring that its corporate actions
positively impact the socio-economic and environmental dimensions and contribute to
sustainable growth and development.

48. Dematerialization of Securities

The Company equity shares are admitted in the system of Dematerialization by both the
Depositories namely NSDL and CDSL. As on 31^st March, 2025, all 1,71,47,670 equity share
dematerialized viz. National Securities Depository Limited and Central Depository Services
(India)

Limited which represents whole 100% of the total issued subscribed and paid-up capital of the
company as on that date. The ISIN allotted to your Company is INE801V01019. Status of the
securities as on 31^st March, 2025 hereunder:

	CDSL	NSDL	TOTAL
Share in DEMAT	3163308	13984362	17147670
Physical Shares	NIL	NIL	NIL

49. Compliances of Secretarial Standards:

The Board of Directors confirm that the Company has duly complied and is in compliance, with
the applicable secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meeting of the
Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, during the financial
year 2024-2025 ended 31^st March 2025.

50. Compliance statement on the Maternity benefit act, 1961

The Directors hereby confirm that the Company is in full compliance with the provisions of the
Maternity Benefit Act, 1961 and affirm that

(a) The Company provides maternity leave in accordance with the requirements of the Act;

(b) All necessary facilities and entitlements mandated by the law are extended to women
employees;

(c) No discriminatory practices are adopted against women employees on account of maternity or
child birth

51. Suspension of Trading:

The equity shares of the company have been listed and actively traded on Main Board of National
Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company
have been suspended for trading during the FY 2024-2025.

52. Details of Application made or any proceeding pending under the IBC 2016:

During the year under review no application was made further no any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against of the company.

53. Our Vision:

To be a most adorable global partner to all the stake holders in every aspect of textile
manufacturing.

54. Our Mission:

By offering quality bales & premium yarns and timely service embedded with value driven culture
resulting in finding new avenues to surpass global standards in every activity that needs to
nurture the society to the better tomorrow.

55. Directors’ Responsibility Statement as Per Section 134(5)

1. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

2. 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 and loss of the
company for that period;

3. 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;

4. The directors had prepared the annual accounts for financial year ended on March 31, 2025
on a going concern;

5. The directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and

6. 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.

56. Acknowledgement

The Board of Directors acknowledges with gratitude for the co-operation and assistance received
from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI),

Auditors, advisors & consultants, other Intermediary service provider and other investor for their
continuous support for the working of the company.

For and on behalf of the Board of Directors
Laxmi Cotspin Limited

Sd/- Sd/-

Date: 26/08/2025 Sanjay Rathi Ramesh Mundada

Place: Jalna Managing Director Director

DIN:00182739 DIN:00153255

---

Mar 31, 2024

Your Directors are pleased to present the 19^th Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2024.

1. Financial Summary (Consolidated)

Rs. In Lacs

Particulars	Financial Statement
	2023-24	2022-23
Income from Operations	14402.21	14328.95
Other Income	541.27	143.11
Total revenue	14943.48	14472.06
Operating Costs	14592.32	14830.40
Profit before depreciation	351.17	(358.34)
Depreciation	303.56	326.20
Profit before exceptional item	47.61	(684.53)
and Tax
Extra-Ordinary Item	(81.5)	0.34
Profit before Tax (PBT)	(33.89)	(684.19)
Tax expense	(7.02)	(98.30)
Profit for the year (PAT)	(26.87)	(585.89)
Compressive income	(4.13)	3.04
Total Profit for the year	(31.00)	(582.84)
Basic EPS	(0.16)	(3.40)

During the year under review our company has achieved sales Turnover of Rs. 14943.48 lakhs as against Rs. 14472.06 lakhs, achieved in the previous year. In the FY 2023-24, Company has

incurred loss of Rs. (31.00) lakhs as against the loss in the previous year amounting to Rs. (582.84) lakhs.

2. Change in the nature of Business, if any,

There has not been any change in the nature of business of the company during financial year 2023-2024.

3. Transfer to Reserve

Company has not declared any dividend and transferred loss of Rs. (31.00) lac to general reserve.

4. Change of Name

The Company has not changed its name during financial year 2023-2024.

5. Capital Structure

The capital structure of the company as on 31.03.2024 is as follows:

The Authorized share capital of the company is Rs. 40,00,00,000 (Rupees Forty Crore) divided into 4,00,00,000 (Four Crore) Equity shares of Rs. 10 Each.

The issued, subscribed and paid-up share capital of the company is Rs 17,14,76,700 (Rupees Seventeen Crore Fourteen Lakhs Seventy Six Thousand Seven Hundred) divided into 1,71,47,670 (One Crore Seventy-One Lakhs Forty-Seven Thousand Six Hundred Seventy) Equity shares of Rs. 10 Each.

During the year under review the company has not issued and shares. The company has not issued any shares with differential voting rights or sweat equity or granted stock options.

6. Dividend

In order to plough back the profits for the activities of the company and strategy of growth in the business through enhancing manufacturing capacity, your directors do not recommend any dividend for the financial year.

7. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year:

During the Financial Year Mr. Piyush Agrawal (DIN-08973966) is resigned from the post of independent director w.e.f 1^st May, 2023.

At the start of the Financial Year 2023-24 Mr. Sagar Pagariya resigned from the post of Company Secretary &Compliance Officer of the Company, w.e.f. 1^st April, 2023 and Mrs. Soni Shailesh Karwa appointed as Company Secretary & Compliance Officer of the Company, w.e.f. 1st April, 2023

• Directo r Retiring by Rotatio n

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Ramesh Mundada, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board of Directors recommends his re-appointment.

8. Material Changes Between the Date of The Board Report and End of Financial Year

There was Appointment of M/s D. Sagar and Associates, Practicing Company Secretary (M.No F 9518 and COP 11547), as a secretarial auditor of the company to fill casual vacancy caused due to death of CS Arun Joshi proprietor of M/s A. R. Joshi &Associates, Practicing Company Secretary, (ACS No. 5480, COP 4247) between the end of the financial year of the Company to which the financial statements relate and the date of the report.

9. Particulate of Employees-

As required, no employee of the company was in receipt of remuneration exceeding the limit prescribe under rule 5 (2) of the companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

10. Meetings of Board of Director and Shareholders.

Eleven Board meetings and One shareholders meeting, were held during the Year 2023-24. Five Audit Committee Meetings and Four Nomination and Remuneration Committee Meetings and Two Stakeholders’ Relationship Committee Meetings and Two Corporate Social Responsibility Committee Meetings were also held during the year. The intervening gap between meetings was within the period prescribed under Secretarial Standards applicable to the company.

11. Board Evaluation

Pursuant to the provision of the companies Act, 2013, Listing regulation along with other rules and regulation applicable, if any, the company has carried out the annual performance evaluation of its own performance, the director individually as well as the evaluation of the working of its committees, A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspect of the board functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of the individual director including the Chairman of the Board, who were evaluated on parameter such as level of engagement and contribution, independence of judgment, Safeguarding interest of the company and its minority shareholders, etc. The performance evolution of Independent Director was carried out by entire board. The performance evolution of the chairman and non-Independent Director was carried out by the Independent Director who also reviewed the performance of the secretarial Department. The Director expresses their satisfaction with the evaluation process.

12. Company Policy on Director''s Appointment and remuneration

The policy of the company on Director’s appointment and remuneration including criteria for determining qualification, positive attributes, independence of Director and other matters provided under Sub - section (3) 178, is explained in the corporate governance report.

13. Details Of Remuneration to Directors: -

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure.

14. Disclosure Of Composition of Audit Committee and Providing Vigil Mechanism:

The Audit Committee consists of the following members

Names	Designation
Mr. Gopal Mundada (ID)	Chairman
Mr. Sanjay Kachrulal Rathi (MD)	Member

Mr. Kailash Biyani (ID)

Member

The above composition of the Audit Committee consists of independent Directors.

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism, that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of Conduct or Ethics Policy. It also, provides for adequate safeguards against victimization of persons, who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Vigil Mechanism Policy have posted on the website of the Company.

15. Declaration by an Independent director(s)

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act 2013. Further that the Board is of the opinion that all the independent directors fulfil the criteria as laid down under the Companies Act 2013 and the SEBI (LODR) Regulations 2015 during the year 2023-24, same is enclosed herewith as Annexure.

16. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on 19^th December, 2023 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

17. Board Independence

Our definition of ''Independence'' of Directors is derived from Regulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. The Company is having following independent directors:

(i) Kailash Shrikisan Biyani

(ii) Gopal Satyanarayan Mundada

(iii) Vijaykumar Jainarayan Zanwer

(iv) Ketankumar Shankarlal Shah

As per provisions of the Companies Act 2013 Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

18. Vigil Mechanism for Directors and Employees:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy.

19. Extracts of Annual Return in Form MGT-9 U/s 92 (3) of Companies Act, 2013

In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 will be made available on the website of the company after conclusion of the AGM.

20. Deposits:

The company has neither accepted any deposit from the public nor from its members.

21. Particulars of Loans, Guarantees and Investments:

The company has not given any loans or provided guarantees or made investments to third parties in which directors are interested as specified in section 185 of the Companies Act, 2013 during the year under review.

22. Reply to Adverse Remark Made by Statutory Auditor:

There are no adverse remarks made by the auditor of the company.

23. Internal Control Systems and Their Adequacy:

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that, all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use

or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

24. Related Party Transactions:

All transactions entered into with the related parties, as defined under the Companies Act, 2013, during the financial year, were in the ordinary course of business and on arm’s length pricing basis, as per the management representation certificate provided to auditor of the company and do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

A policy on the related party transactions was framed & approved by the Board and posted on the Company''s website.

https://laxmicotspin.com/wp-content/uploads/2024/05/7.-Related-Party-Transaction-

Policy.pd

25. Investors Education and Protection Fund

During the financial year 2023-24 ended 31^st March 2024 under review there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such no specific details are required to be given or provided.

26. Prevention of Insider Trading

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2023-24.

27. Holding, Subsidiary and Associate Relationship:

The Company does have Two wholly Owned subsidiaries.

1) Laxmi Spintex Private Limited (CIN: U17299MH2021PTC362557)

2) Laxmi Surgical Healthcare Private Limited (CIN: U33100MH2021PTC364930)

28. Risk Management Policy

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board.

The Company has adequate internal control systems and procedures to combat the risk.

The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time basis.

29. Policy On Preservation of The Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

https://laxmicotspin.com/wp-content/uploads/2024/05/POLICY-FOR-PRESERVATION-OF-

DOCUMENTS-AND-ARCHIVAL-OF-DOCUMENTS.pdf

30. Policy On Criteria for Determining Materiality of Events

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

https://laxmicotspin.com/wp-content/uploads/2023/06/Policy-for-Determination-of-

Materiality-of-Events-an-Information.pdf

31. Statutory Auditors& Auditor Reports

The Board of Director of the Company had appointed M/s. DMKH AND CO, Chartered Accountants (Firms Registration No.: 116886w), Mumbai as Statutory Auditors in the 17^thAnnual General Meeting held in year 2022.

Accordingly, proposal for ratification as Statutory Auditors is being placed before the shareholders for approval at the 19^thAnnual General Meeting to hold office from Financial Year 2022-23 to 2026-27.

32. Secretarial Audit report

In terms of Section 204 of the Companies Act, 2013 and rules made there under and on the recommendations of the Audit Committee of the Company, The Board of Directors has appointed M/s Sagar Deo and Associates, Practicing Company Secretary as a Secretarial Auditor for conducting the Secretarial Audit for the FY 2023-24, to fill casual vacancy caused due to death of CS Arun Joshi Practicing Company Secretary, Aurangabad.

The reports of secretarial auditor are enclosed as Annexure to this report.

33. Appointment of Cost Auditor:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014 as amended from time to time your directors have appointed M/s Cheena & Associates, Practicing Cost Accountant for Conducting cost audit for a period 2023-24.

34. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 (as amended) the Board of Directors on the recommendations of the Audit

Committee of the Company has appointed M/s Mohini Malpani & Associates, Chartered Accountants, as an internal Auditor of the company for FY 2023-24.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the financial year to the Audit Committee and Board of Directors of the Company do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

35. Recognition to company as an Export House:

The directors have pleasure to inform you that our company LAXMI COTSPIN LIMITED has been recently recognized as a STAR EXPORT HOUSE BY MINISTRY OF COMMERCE, GOVERNMENT OF INDIA.

36. Certification

1) Laxmi Cotspin Ltd has accredited as a training provider under National Skill Development corporation.

2) Udyam Registration Certificate (MSME).

3) Ginning & Spinning unit certified by control union, for Organic processing and trading

4) Ginning & Pressing unit, 4 Star rating certified by Textiles Committee.

5) Organic Cotton Production Certified by NOCA.

6) Recognized as a Star Export House by Ministry of Commerce, Government India

7) Recognized as BCI Membership (BETTER COTTON INITIATIVE) by BCI Council

37. Membership:

4- Membership of Cotton Association of India

4- Membership of Texprocil of India

38. Corporate Social Responsibility

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

A brief outline of the Company''s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes. (Annexure)

39. Corporate governance:

The Company being listed on the EMERGE Platform of National Stock Exchange of India Limited therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Hence no Corporate Governance Report is required to be disclosed with Annual Report. It impertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

40. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

41. Employee relations

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and cooperation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

42. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: -

The particulars as prescribed under Sub Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

A comparative Statement showing consumption of electricity per kg of yarn manufactured during the current and previous year is appended here with as Annexure.

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

i) Continuous research to upgrade existing products and to develop new products and services.

ii) To enhance its capability and customer service the Company continues to carry out R & D activities in house.

2. Benefits derived as a result of the above efforts:

i) Introduction of new and qualitative products.

ii) Upgrade of existing products.

43. Future plan of action:

Company will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual Outflows

Particulars	2023-24	2022-23
Foreign Exchange Earnings	4,58,03,745	NIL
Foreign Exchange Outgo	7,26,262	13,81,166.00

44. Disclosure Under Sexual Harassment of Women at Workplace (Prevention-Prohibition and Redressal) Act, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

45. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual report is annexed with Annexure.

46. Registrar and share transfer agent:

The Company has appointed Link Intime India Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Link Intime India Private Limited situated at "C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai MH 400083 IN”

47. Significant and Material Orders Passed by The Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

48. Enhancing shareholders value:

Your Company believes that its members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building or growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

49. Dematerialisation of Securities:

The Company equity shares are admitted in the system of Dematerialisation by both the Depositories namely NSDL and CDSL. As on 31^st March, 2024, all 1,71,47,670 equity share dematerialized viz. National Securities Depository Limited and Central Depository Services (India) Limited which represents whole 100% of the total issued subscribed and paid-up capital of the company as on that date. The ISIN allotted to your Company is INE801V01019. Status of the securities as on 31^st March, 2024 hereunder:

	CDSL	NSDL	TOTAL
Share in DEMAT	2767857	14379813	17147670
Physical Shares	NIL	NIL	NIL

50. Compliances of Secretarial Standards:

The Board of Directors confirm that the Company has duly complied and is in compliance, with the applicable secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meeting of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, during the financial year 2023-2024 ended 31^st March 2024.

51. Suspension of Trading:

-in

The equity shares of the company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2023-2024.

52. Details of Application made or any proceeding pending under the IBC 2016:

During the year under review no application was made further no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against of the company.

53. Our Vision:

To be a most adorable global partner to all the stake holders in every aspect of textile manufacturing.

54. Our Mission:

By offering quality bales & premium yarns and timely service embedded with value driven culture resulting in finding new avenues to surpass global standards in every activity that needs to nurture the society to the better tomorrow.

55. Directors’ Responsibility Statement as Per Section 134(5)

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and loss 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 for financial year ended on March 31, 2024 on a going concern;

(e) The directors had 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) 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.

56. Acknowledgement

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, advisors & consultants, other Intermediary service provider and other investor for their continuous support for the working of the company.

For and on behalf of the Board of Directors Laxmi Cotspin Limited

Sd/-

Date: 04/09/2024 CS Soni Shailesh Karwa

Place: Jalna Company Secretary & Compliance Officer

---

Mar 31, 2023

Your Directors are pleased to present the 18^th Annual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2023.

1. Financial Summary (Consolidated)

Rs. In Lacs

Particulars	Financial Statement
	2022-23	2021-22
Income from Operations	14328.95	21594.31
Other Income	143.11	135.78
Total revenue	14472.06	21730.09
Operating Costs	14830.40	20628.09
Profit before depreciation	(358.34)	1102.00
Depreciation	326.20	323.28
Profit before exceptional item and Tax	(684.53)	778.72
Extra-Ordinary Item	0.34	30.05
Profit before Tax (PBT)	(684.19)	808.77
Tax expense	(98.30)	263.86
Profit for the year (PAT)	(585.89)	544.91
Compressive income	3.04	(1.57)
Total Profit for the year	(582.84)	543.34
Basic EPS	(3.40)	3.17

During the year under review our company has achieved sales Turnover of Rs.14472.06 lakhs as against Rs. 21730.09 lakhs, achieved in the previous year. In the FY 2022-23, Company has incurred loss of Rs (582.84) lakhs as against the profit in the previous year amounting to Rs. 543.34 lakhs.

2. Change in the nature of Business, if any,

There has not been any change in the nature of business of the company during financial year 20222023.

3. Share Capital

There is no change in Share Capital of the company during financial year 2022-2023.

4. Transfer to Reserve

Company has not declared any dividend and transferred loss of Rs. (582.84) lac to general reserve.

5. Change of Name

The Company has not changed its name during financial year 2022-2023.

6. Capital Structure

The capital structure of the company as on 31.03.2023 is as follows:

The Authorized capital share capital of the company is Rs. 40,00,00,000 (Rupees Forty Crore) divided into 4,00,00,000 (Four Crore) Equity shares of Rs. 10 Each.

The issued, subscribed and paid-up share capital of the company is Rs 17,14,76,700 (Rupees Seventeen Crore Fourteen Lakhs Seventeen Thousand Seven Hundred) divided into 1,71,47,670 (One Crore Seventy-One Lakhs Forty-Seven Thousand Six Hundred Seventy) Equity shares of Rs. 10 Each.

During the year under review the company has not issued and shares. The company has not issued any shares with differential voting rights or sweat equity or granted stock options.

7. Dividend

In order to plough back the profits for the activities of the company and strategy of growth in the business through enhancing manufacturing capacity, your directors do not recommend any dividend for the financial year.

8. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year:

• Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Shivratan Mundada, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

• Resignation of Director

During the Financial year 2022-23 no director resigned from Board of Director.

After closing the financial year till the date of AGM following directors were resigned from the Board of Directors.

i. Mr. Rajesh Puranmal Bansal Director w.e.f. 1^st April, 2023

ii. Mr. Piyush Ramesh Agrawal Independent Director w.e.f. 1^st May, 2023.

• Appointment of Director

During the Financial year 2022-23 following directors have appointed to the Board as an additional Director and all director were normalised in last Annual General Meeting.

i. Mr. Shivratan Shrigopal Mundada (DIN - 00349668) as on 5^th April 2022

ii. Mr. Ramesh Mundada (DIN -00153255) as on 1^st July 2022,

iii. Mr. Vijaykumar Jainarayan Zanwer (DIN- 00893718), on 8^th August, 2022 independent director,

iv. Mr. Ketankumar Shankarlal Shah (DIN - 09699742) on 8^th August, 2022 independent director,

• Company Secretary & Compliance Officer

During the Financial year 2022-23 there is no change in Company Secretary and compliance officer. After closing of financial year there were changes of Company Secretary & Compliance officer of the company w.e.f 1^st April, 2023.

i. Appointment of Mrs. Soni Shailesh Karwa (M.No.: A69381)

ii. Resignation of Mr. Sagar Pagariya (M.No 62781)

9. Material Changes Between the Date of The Board Report and End of Financial Year

Following material changes occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

i. Resignation of Mr. Rajesh Puranmal Bansal Non-Executive Director w.e.f. 1^st April, 2023

ii. Resignation of Mr. Piyush Ramesh Agrawal from the post of Independent Director w.e.f 1^st May, 2023.

iii. Also there were resignation of Mr. Sagar Pagariya from the post of Company Secretary & Compliance Officer of the company and appointment of Mrs. Soni Shailesh Karwa as a Company Secretary & Compliance Officer of the company w.e.f 1^st April, 2023

10. Particulate of Employees-

As required, no employee of the company was in receipt of remuneration exceeding the limit

prescribe under rule 5 (2) of the companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

11. Meetings of Board of Director and Shareholders.

Twelve board meetings and Two shareholders meeting, were held during the Year 2022-23. Five Audit Committee Meetings and Four Nomination and Remuneration Committee Meetings and Three Stakeholders'' Relationship Committee Meetings and Three Corporate Social Responsibility Committee Meetings were also held during the year. The intervening gap between meetings was within the period prescribed under Secretarial Standards applicable to the company.

12. Board Evaluation

Pursuant to the provision of the companies Act, 2013, Listing regulation along with other rules and regulation applicable, if any, the company has carried out the annual performance evaluation of its own performance, the director individually as well as the evaluation of the working of its committees, A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspect of the board functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of the individual director including the Chairman of the Board, who were evaluated on parameter such as level of engagement and contribution, independence of judgment, Safeguarding interest of the company and its minority shareholders, etc. The performance evolution of Independent Director was carried out by entire board. The performance evolution of the chairman and non-Independent Director was carried out by the Independent Director who also reviewed the performance of the secretarial Department. The Director expresses their satisfaction with the evaluation process.

13. Company Policy on Director''s Appointment and remuneration

The policy of the company on Director''s appointment and remuneration including criteria for determining qualification, positive attributes, independence of Director and other matters provided under Sub - section (3) 178, is explained in the corporate governance report.

14. Details Of Remuneration to Directors: -

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure.

15. Disclosure Of Composition of Audit Committee and Providing Vigil Mechanism:

The Audit Committee consists of the following members

Names	Designation
Mr. Piyush Agrawal (ID)	Chairman
Mr. Sanjay Kachrulal Rathi (MD)	Member
Mr. Kailash Biyani (ID)	Member

The above composition of the Audit Committee consists of independent Directors.

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism, that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy. It also, provides for adequate safeguards against victimization of persons, who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Vigil Mechanism Policy have posted on the website of the Company.

16. Declaration by an Independent director(s)

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act 2013. Further that the Board is of the opinion that all the independent directors fulfil the criteria as laid down under the Companies Act 2013 and the SEBI (LODR) Regulations 2015 during the year 2022-23, same is enclosed herewith as Annexure.

17. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on 27^th December, 2022 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

18. Board Independence

Our definition of ''Independence'' of Directors is derived from Regulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. The Company is having following independent directors:

(i) Piyush Ramesh Agrawal

(ii) Kailash Shrikisan Biyani

(iii) Gopal Satyanarayan Mundada

(iv) Vijaykumar Jainarayan Zanwer

(v) Ketankumar Shankarlal Shah

As per provisions of the Companies Act 2013 Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

19. Vigil Mechanism for Directors and Employees:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy.

20. Extracts of Annual Return in Form MGT-9 U/s 92 (3) of Companies Act, 2013

In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 will be made available on the website of the company after conclusion of the AGM.

21. Deposits:

The company has neither accepted any deposit from the public nor from its members.

22. Particulars of Loans, Guarantees and Investments:

The company has not given any loans or provided guarantees or made investments to third parties in which directors are interested as specified in section 185 of the Companies Act, 2013 during the year under review.

23. Reply to Adverse Remark Made by Statutory Auditor:

There are no adverse remarks made by the auditor of the company.

24. Internal Control Systems and Their Adequacy:

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that, all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use

or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

25. Related Party Transactions:

All transactions entered into with the related parties, as defined under the Companies Act, 2013, during the financial year, were in the ordinary course of business and on arm''s length pricing basis, as per the management representation certificate provided to auditor of the company and do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

A policy on the related party transactions was framed & approved by the Board and posted on the Company''s website.

26. Investors Education and Protection Fund

During the financial year 2022-23 ended 31st March 2023 under review there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such no specific details are required to be given or provided.

27. Prevention Of Insider Trading

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2022-23.

28. Holding, Subsidiary and Associate Relationship:

The Company does have Two wholly Owned subsidiaries.

1) Laxmi Spintex Private Limited (CIN: U17299MH2021PTC362557)

2) Laxmi Surgical Healthcare Private Limited (CIN: U33100MH2021PTC364930)

29. Risk Management Policy

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board.

The Company has adequate internal control systems and procedures to combat the risk.

The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time basis.

30. Policy On Preservation of The Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

31. Policy On Criteria for Determining Materiality of Events

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of the Company and

to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

32. Statutory Auditors& Auditor Reports

The Board of Director of the Company had appointed M/s. DMKH AND CO, Chartered Accountants (Firms Registration No.: 116886w), Mumbai as Statutory Auditors in the 17^thAnnual General Meeting held in year 2022.

Accordingly, proposal for their re-appointment as Statutory Auditors is being placed before the shareholders for approval at the 18^thAnnual General Meeting to hold office from Financial Year 2022-23 to 2026-27.

33. Secretarial Audit report

In terms of Section 204 of the Companies Act, 2013 and rules made there under and on the recommendations of the Audit Committee of the Company, The Board of Directors has appointed M/s A. R Joshi and Associates, Practicing Company Secretary, Aurangabad as a Secretarial Auditor for conducting the Secretarial Audit for the FY 2022-23.

The reports of secretarial are enclosed as Annexure to this report.

34. Appointment of Cost Auditor:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014 as amended from time to time your directors have appointed M/s Cheena & Associates, Practicing Cost Accountant for Conducting cost audit for a period 2022-23.

35. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 (as amended) the Board of Directors on the recommendations of the Audit Committee of the Company has appointed M/s Mohini Malpani & Associates, Chartered Accountants, as an internal Auditor of the company for FY 2022-23.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the financial year to the Audit Committee and Board of Directors of the Company do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

36. Recognition to company as an Export House:

The directors have pleasure to inform you that our company LAXMI COTSPIN LIMITED has been recently recognized as a STAR EXPORT HOUSE BY MINISTRY OF COMMERCE, GOVERNMENT OF INDIA.

37. Certification

1) Laxmi Cotspin Ltd has accredited as a training provider under National Skill Development corporation.

2) Udyam Registration Certificate (MSME).

3) Ginning & Spinning unit certified by control union, for Organic processing and trading

4) Ginning & Pressing unit, 4 Star rating certified by Textiles Committee.

5) Organic Cotton Production Certified by NOCA.

6) Recognized as a Star Export House by Ministry of Commerce, Government India

7) Recognized as BCI Membership (BETTER COTTON INITIATIVE) by BCI Council

38. Membership:

-I- Membership of Cotton Association of India -I- Membership of Texprocil of India

39. Corporate Social Responsibility

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

A brief outline of the Company''s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes. (Annexure)

40. Corporate governance:

The Company being listed on the EMERGE Platform of National Stock Exchange of India Limited therefore pursuant to Regulation 15(2) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Hence no Corporate Governance Report is required to be disclosed with Annual Report. It impertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

41. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

42. Employee relations

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

43. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: -

The particulars as prescribed under Sub Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

A comparative Statement showing consumption of electricity per kg of yarn manufactured during the current and previous year is appended here with as Annexure.

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

i) Continuous research to upgrade existing products and to develop new products and services.

ii)To enhance its capability and customer service the Company continues to carry out R & D activities in house.

2. Benefits derived as a result of the above efforts:

i) Introduction of new and qualitative products.

ii) Upgrade of existing products.

3. Future plan of action:

Company will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual Outflows

Particulars	2022-23	2021-22
Foreign Exchange Earnings	NIL	34,31,398.00
Foreign Exchange Outgo	13,81,166.00	4,33,20,188.00

44. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

45. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual report is annexed with Annexure.

46. Registrar and share transfer agent:

The Company has appointed Link Intime India Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Link Intime India Private Limited situated at"C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai MH 400083 IN”

47. Significant and Material Orders Passed by The Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

48. Enhancing shareholders value:

Your Company believes that its members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building or growth, enhancing the

productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

49. Dematerialisation of Securities:

The Company equity shares are admitted in the system of Dematerialisation by both the Depositories namely NSDL and CDSL. As on 31^st March, 2023, all 1,71,47,670 equity share dematerialized viz. National Securities Depository Limited and Central Depository Services (India) Limited which represents whole 100% of the total issued subscribed and paid-up capital of the company as on that date. The ISIN allotted to your Company is INE801V01019. Status of the securities as on 31^st March, 2023 hereunder:

	CDSL	NSDL	TOTAL
Share in DEMAT	2554032	14593638	17147670
Physical Shares	NIL	NIL	NIL

50. Compliances of Secretarial Standards:

The Board of Directors confirm that the Company has duly complied and is in compliance, with the applicable secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meeting of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, during the financial year 20222023 ended 31^st March 2023.

51. Suspension of Trading:

The equity shares of the company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2022-2023.

52. Details of Application made or any proceeding pending under the IBC 2016:

During the year under review no application was made further no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against of the company.

53.Our Vision:

To be a most adorable global partner to all the stake holders in every aspect of textile manufacturing.

54.Our Mission:

By offering quality bales & premium yarns and timely service embedded with value driven culture resulting in finding new avenues to surpass global standards in every activity that needs to nurture the society to the better tomorrow.

55. Directors’ Responsibility Statement as Per Section 134(5)

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and loss 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 for financial year ended on March 31, 2023 on a going concern;

(e) The directors had 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) 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

56. Acknowledgement

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, advisors & consultants, other Intermediary service provider and other investor for their continuous support for the working of the company.

For and on behalf of the Board of Directors Laxmi Cotspin Limited

Sty-

Date: 05/09/2023 CS Soni Shailesh Karwa

Place: Jalna Company Secretary & Compliance Officer

---

Mar 31, 2018

DIRECTOR’S REPORT

The Directors have a pleasure in presenting the Thirteen Annual Report and Audited Accounts for the financial year ended 31^st March, 2018.

1. Financials Summery (Standalone) Rs. In Lacs

Particulars	2017-18	2016-17
Sales and Other Income	14206.00	11484.61
Profit Before Tax and Depreciation	1161.12	951.40
Less: Depreciation and amortization	743.04	572.33
Profit/(Loss) Before Taxation ( PBT )	418.08	379.07
Provision for Taxation
Less:- Current Tax (MAT)	120.60	97.42
Less:- Deferred Tax & Shortage/Excess Provision	37.30	13.64
Profit/(Loss) After Tax ( PAT )	258.33	268.00
Add/(Less): Prior Period Adjustment (Income Tax)
Add / (Less): Exceptional items
Balance Transfer to the Balance Sheet	258.33	268.00
Basic Earning Per Equity Share	1.51	1.56
Diluted Earnings Per Equity Share	1.51	1.56

During the year under review our company has achieved sales Turnover of Rs. 142.06 cores as against Rs. 114.84 cores, achieved in the previous year, the profit after tax earned by the Company is Rs. 2. 58 Cores and Profit earned in the previous year of Rs. 2.68 Crores

2. Change in the nature of Business, If any,

There has not been any change in the nature of business of the company during financial year 2017-18.

3. Share Capital

There is no change in Share Capital of the company during financial year 2017-18.

4. Dividend

Yours directors have pleasure to inform to the members that the Board has decided to recommend dividend @ 5% to equity shareholders of the company subject to approval by shareholders of the company.

5. Transfer to Reserve

Company has proposed to transfer a sum of Rs 258,33,784/- to Reserve and Surplus for the financial year ended 31^st March, 2018

6. Change of Name

The company has not changed its name during financial year 2017-18.

7. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year:

There is no Change during financial year 2017-18.

9. Particulate of Employees

As required, no employee of the company was in receipt of remuneration exceeding the limit prescribe under rule 5 (2) of the companies (Appointment and Remuneration of managerial Personnel) Rules, 2014

10. Meetings of Board of Director and Shareholders.

Twenty Board Meetings and One shareholders meeting were held during the Year 2017-18 and Six Audit Committee Meetings and Three Nomination and Remuneration Committee Meetings and Six Stakeholders’ Relationship Committee Meetings and the intervening gap between meetings was within the period prescribed under Secretarial Standards applicable to the company.

11. Board Evaluation

Pursuant to the provision of the companies Act, 2013, Listing regulation along with other rules and regulation applicable, if any, the company has carried out the annual performance evaluation of its own performance, the director individually as well as the evaluation of the working of its committees, A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspect of the board functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of the individual director including the Chairman of the Board, who were evaluated on parameter such as level of engagement and contribution, independence of judgment, Safeguarding interest of the company and its minority shareholders, etc. The performance evolution of Independent Director was carried out by entire board. The performance evolution of the chairman and non Independent Director was carried out by the Independent Director who also reviewed the performance of the secretarial Department. The Director expresses their satisfaction with the evaluation process.

12. Company Policy on Director’s Appointment and remuneration

The policy of the company on Director’s appointment and remuneration including criteria for determining qualification, positive attributes, independence of Director and other matters provided under Sub - section (3) 178, is explained in the corporate governance report.

13. Disclosure Of Composition Of Audit Committee And Providing Vigil Mechanism:

The Audit Committee consists of the following members

Names	Designation
Mr. Satish Bhakkad	Chairman
Mr. Ritesh Mantri	Member
Mr. Bhavesh Patel	Member

The above composition of the Audit Committee consists of independent Directors. Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

14. Declaration by an Independent director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of interdependence as prescribed both under sub-section 149 of the Companies Act, 2013 and under Clause 52 of the Model SME Listing Agreement with the Stock Exchanges and same is Annexure “E” herewith

15. Extracts of Annual Return in Form MGT-9 U/s 92 (3) of Companies Act, 2013

Enclosed herewith Extracts of Annual Return in Form MGT-9as per Annexure “C”

16. Deposits:

The company has neither accepted any deposit from the public nor from its members.

17. Particulars of Loans, Guarantees and Investments:

The company has not given any loans or provided guarantees or made investments to third parties in which directors are interested as specified in section 185 of the Companies Act, 2013 during the year under review.

18. Reply to Adverse Remark Made by Statutory Auditor :

There are no adverse remarks made by the Auditor of the company

19. Internal Control Systems and Their Adequacy:

The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

20. Related Party Transactions:

There is no related Party transaction for the Financial Year 2017-18

21. Holding, Subsidiary and Associate Relationship :

The Company does not have any subsidiary or associate company and Company is not associate or subsidiary of any other Company.

22. Risk Management Policy

The Management deals with timely identification, assessment and proper handling of various risks in the areas of Manufacturing, Marketing in particular And Infrastructure and Govt. Policies in General. The Managements is taking corrective steps from time to time.

23. Statutory Auditors& Auditor Reports

M/s C N A & Associates, Chartered Accountants, Aurangabad, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and M/s B.P. Singh & Co, Chartered Accountant be appoint statutory auditor of the company in place of retiring auditor M/s CNA & Associates Chartered Accountant.

M/s. B.P. Singh & Co, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.. The Board has decided to recommend their appointment subject to approval by shareholders for the year 2017-18. Auditor’s report is attached herewith

24. Secretarial Audit report

In terms of Section 204 of the Act and rules made there under A. R Joshi and Associates, Practicing Company Secretary has been appointed secretarial Auditor of the company. The reports of secretarial auditor are enclosed as Annexure” to this report.

25. Appointment of Cost Auditor :

The board has appointed M/s Cheena& Associates, Practicing Cost Accountant for Conducting cost audit for a period 2017-18

26. Internal Auditor

Pursuant to section 138 of the Companies Act, 2013, Every Listed Company is requiring to appoint an Internal Auditor or Firm of the Company for internal auditing of the company.

The Board Had appointed SVS & Associates Chartered Accountant, as an internal Auditor of the company.

27. Retirement By Rotation:

Mr. Shivratan Mundada, Director of the Company, retires under Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

28 Expansion of Plant Capacities:

The Company wish to expand the existing plant by installing 14,592 Spindles, 454 Rotors and 10 Two for One Twisters (TFO) and all other sequential machines to utilize

This new capacity effectively and planned capacity details as under:

	Ring Frames spindles	Ring Frame Production tons/ year	Open end rotors	Open End Production tons/ year	TFO Drums	TFO Production tons/ year
Existing	16,800 Spindles (Avg Count 36)	2400	3024	4800
Proposed	14,592 Spindles (Avg Count 32)	2400	454	700	1200	550
Total	31,392	4800	3480	5500	1200	550

After Expansion Total Production Will be 10300 Tons Per Year.( Ring& Open End Yarn The new plant will be well equipped with the state of art technology and will produce the quality Cotton yarn. Increased production capacity will enable the company to cater the increasing demand of cotton yarn. The ultimate effect of the same will impact on overall turnover and profitability of the company.

In past the company have demonstrated the stable performance with good earning module. The new plant is being planned in the existing premises of the company hence additional cost for purchasing the land would not be required. The newly developed technology had enabled the company to lower the manufacturing cost which results into higher recovery of cotton yarn with better quality and also will save cost of production. The same will lead to reduction in cost of goods sold. Company need not to incur additional Costs Such as Salary, Security Cost, Other Miscellaneous office expenses.

Policies of State Government and Central Government are also favorable to textile units. State Government is offering a Capital subsidy to the Company in proportion to 35% of the Net Investment as to promote the spinning industry in Maharashtra State.

Other than this Rs. 2 Per unit of power subsidy will be given by the state government, Our monthly consumption of power after expansion will be 35 Lacs units per month. So we will gain Rs. 70 Lac per month extra benefit.

The company had tied-up with Better Cotton Initiative (BCI), a not-for-profit organization stewarding the global standards for better Cotton, and it exists to make global cotton production better for the people who produce it, better for the Environment. BCI helps the company to have a better Production System for Cotton yarn, seed.

Also we are going for further diversification in our product by adding 3 oil extractions machines in our ginning unit to process our own cotton seed for manufacturing of cotton oil cake and Edible oil.

29. Recognition to company as a Export House:

The directors have pleasure to inform you that our company LAXMI COTSPIN LIMITED has been recently recognized as a StarExport House by Ministry of Commerce, Government of India.

30. CERTIFICATION

4- ISO 9001:2008 Certified Company.

-I- Ginning & Spinning unit certified by control union, for Organic processing and trading.

4- Ginning & Pressing unit, 4 Star rating certified by Textiles Committee.

4- Organic Cotton Production Certified by NOCA.

-I- Recognized as aStar Export House by Ministry of Commerce, Government India

4- Mega Project status by Government of Maharashtra. ( To be renewal)

4- Recognized as BCI Membership (BETTER COTTON INITIATIVE) by BCI Council

31. MEMBERSHIP :

4- Membership of Cotton Association of India

-I- Membership of Texprocil of India

32. Corporate Social Responsibility

The board of Directors of the company confirms that the provision of section 135(1) of the company act, 2013 is not applicable to your company during the year under review.

33. Conservation of Energy

a) The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) A comparative Statement showing consumption of Electricity per kg of yarn manufactured during the current and previous year is appended here with as

Annexure “A” 34. Foreign Exchange Used and Earnings( IN INR)

: Rs. 11,20,257/Foreign exchange used

Foreign exchange earned : Rs.7,02,87,614/-

35. Disclosure Under Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

36. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual report is annexed with Annexure “H”

37. Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company’s Operations In Future

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

38. Enhancing shareholders value:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building or growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions Positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

39.Material Changes:

There is no material changes affecting the financial position of the company occurred between the end of the Financial Year to which this report relates and the date of the report.

40. Our Vision:

To be a most adorable global partner to all the stake holders in every aspects of textile manufacturing.

41. Our Mission:

By offering quality bales & premium yarns and timely service embedded with value driven culture resulting in finding new avenues to surpass global standards in every activity that needs to nurture the society to the better tomorrow.

42.Directors’ Responsibility Statement as Per Section 134(5)

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and loss 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 for financial year ended on March 31, 2018 on a going concern;

(e) the directors had 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) 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

43. Other Details

The company has adopted number of codes and policies to comply with the provision of various applicable rules, regulation and acts.

1. Policy on Related Party Transactions.

2. Policy For Determination Of Materiality Of Events An Information

3. Code Of Internal Procedures And Conduct For Regulating, Monitoring And Reporting Of Trading By Insider

4. Policy on Vigil Mechanism

5. Nomination and Remuneration Policy

44. Corporate governance certificate

The Compliance certificate from Auditor or Practicing company secretaries regarding compliance on conditions of corporate governance as stipulated in clause 52 of SME Listing agreement shall be annexed with the report as Annexure - “G”

45. Acknowledgement

The Directors would like to express their appreciation for the co-operation from, HDFC Bank Ltd., Shamrao vital Co-operative Bank Aurangabad and your directors also wish to appreciate the co-operation of Director of Industries and the entire staff for extending co-operation. Your directors also wish to place on record their deep sense of appreciation for the committed services by executive, staff and workers of the Company.

For and On behalf of the Board of Directors

LAXMI COTSPIN LIMITED

Sd/- Sd/-

Mr. Sanjay K. Rathi Mr. Shivratan S. Mundada

Managing Director Director

DIN: 00182739 DIN: 00349668

Place: Jalna

Date: 22/06/2018