Laxmi Cotspin Ltd Directors Report

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 employees 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.

The Audit Committee consists of the following members

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 Companys 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.

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.

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.

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.

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:

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.

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.

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.

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

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.

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.

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 arms 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.

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.

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 Companys 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:

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:

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.

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:

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:

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.

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.

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.

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 and qualifications hence do not call for any further explanation/s by
the Company.

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.

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

a. Membership of Cotton Association of India

b. Membership of Texprocil of India

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 companys 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.

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 Companys governance structure, policies, and practices, giving
stakeholders valuable insights into the Companys 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 Companys adherence to the prescribed
governance norms.

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.

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.

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

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.

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.

i. Introduction of new and qualitative products.

ii. Upgrade of existing products.

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.

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

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.

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

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

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"

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

Your Company believes that its members are among its most important stakeholders. Accordingly,
your Companys 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.

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:

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.

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

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.

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.

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

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.

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.

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.