Your Directors submit their Fifty-First Annual Report together with the Audited Balance Sheet as at 31^st March,
2025, the Statement of Profit and Loss, the Statement of changes in Equity and the Cash Flow Statement for the
year ended 31^st March, 2025.

Financial Summary / Highlights (' in Lakhs)

Dividend

For the Financial Year 2024-25, the Board of Directors at their meeting held on 23^rd May, 2025, have recommended
a Dividend of ? 10/- per share (10%) on the paid-up Share Capital of 6,68,750 Equity Shares of ? 100/- each subject
to the approval of Shareholders, an amount of ? 66.87 Lakhs will be paid as Dividend after deducting applicable
taxes (Previous Year - ? 80.25 Lakhs).

Operations

The operations during the year have resulted in a Net Profit of ? 84.50 Lakhs after providing for depreciation and
amortization expenses of ? 119.08 Lakhs. The Net Profit after Tax for the year is ? 88.16 Lakhs.

The Company has two revenue segments ie. a) Warehousing Rental Services - Unit 1 at Hosur Industrial Complex,
Hosur - 635 126 and b) Engineering Services - Unit 2 at Pollachi Road, Coimbatore - 642 109.

Warehousing Rental Services - Unit 1

The Warehousing Rental Services segment consists of Warehousing Rental Income from Buildings at Hosur.

The income generated from Warehousing Rental Services during the year was ? 855.39 Lakhs against ? 815.50 Lakhs
in the previous year.

Engineering Services - Unit 2

The Engineering Services segment consists of Manufacture and Sale of Accessories and Spares of Textile Machines
and Machine Tools.

The revenue from the Engineering Services Division during the year was T 446.57 Lakhs against T 755.28 Lakhs in
the previous year.

Over all recession in Engineering and Textile Industry resulted in reduction of turnover.

Outlook

The existing Building Space for Warehousing Services at Hosur has been leased to Corporate Lease Holders. The
construction of New Warehouse (40,770 Sq. Ft.) at Hosur has been completed and will be leased to one of the
existing Lessees.

Steps have been taken to identify new supply areas in other Engineering Sector and orders are expected during the
first half of the Financial Year 2025-26.

Share Capital

The paid up Equity Share Capital as on March 31, 2025 is T 668.75 Lakhs comprising of 6,68,750 Equity Shares of
T 100/- each. During the year under review, the Company has not issued any shares or any convertible instruments.

Change in Name

The name of the Company has been changed from Lakshmi Automatic Loom Works Limited to Lakshmi Engineering
and Warehousing Limited as per the Certificate of Incorporation dated 25^th October 2024.

Deposits

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies
Act, 2013.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual
Return of the Company for the Financial Year ended 31.03.2025 is available in the Company’s website at
www.lakshmiew.com

Meetings of the Board and its Committees

Five Meetings of the Board of Directors were held on 23.05.2024, 07.08.2024, 10.09.2024, 12.11.2024, and
10.02.2025 during the Financial Year from 1^st April, 2024 to 31^st March, 2025. The intervening gap between the
Meetings is within the period as prescribed under the Companies Act, 2013.

Details of Attendance of Directors at the Meetings of the Board and its Committees during the Financial Year ended
31^st March, 2025 are as below:

* Ceased to be Independent Directors with effect from 10-09-2024
** Appointed as Independent Directors with effect from 10-09-2024
Audit Committee

The Independent Audit Committee has been re-constituted at the Board Meeting held on 10.09.2024 consists
of three Independent Directors and one Non-Executive Director as its Members as below. The Chairman of the
Committee Sri M.VJeganthan is an Independent Director.

The Company Secretary is the Secretary of the Audit Committee.

Four Committee Meetings were held during the Financial Year ended 31^st March, 2025 on 23.05.2024, 07.08.2024,
12.11.2024 and 10.02.2025.

The Statutory Auditors, Internal Auditors, the Chief Technical Officer, the Chief Executive Officer and the Chief
Financial Officer attend the Audit Committee Meetings on invitation.

Nomination and Remuneration Committee

The Committee has been re-constituted at the Board Meeting held on 10.09.2024 as below with four Directors as
Members of which Two Members are Independent Directors. The Chairman of the Committee Sri M.R.Thiagarajan
is an Independent Director.

The Company Secretary is the Secretary of the Committee.

The Committee has met two times during the Financial Year ended 31^st March, 2025 on 07.08.2024 and 10.02.2025.

Nomination and Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee has framed a Policy for selection
and appointment of Directors and Key Managerial Personnel and approve their remuneration in terms of Section
178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy as approved by the Board is disclosed
on the Company’s website at the Link at: https://lakshmiew.com/nomination-and-remuneration-policy/ in terms
of the proviso to Section 178(4) of the Companies Act, 2013.

Salient Features of the Nomination and Remuneration Policy include:

• To lay down criteria and the terms and conditions with regard to identifying persons who are qualified to
become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management in
Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Company’s size and financial position and trends and practices on
remuneration prevailing in peer Companies, in the manufacturing sector.

• To carryout evaluation of the performance of Directors, Key Managerial Personnel and Persons in Senior
Management.

• To compensate them to their efforts, performance, dedication and achievement relating to the Company’s
operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons.

• To lay down such other functions as may be necessary as appropriate for the performance of the Directors
Annual Performance Evaluation

The Nomination and Remuneration Committee has laid down the criteria and the manner for effective evaluation of
the performance of the Board, its Committees and individual Directors for the Financial Year 2024-25. Accordingly,
a peer evaluation excluding the Director evaluated was carried out by the Board on 10.02.2025. By a questionnaire
circulated, each Board Member was requested to give his/her views in evaluation of the Company performance,
strategy and the performance of the Board, its Committees and individual Directors. Some of the performance
parameters on which the Independent Directors were evaluated include Contribution, Commitment, Initiative,
Integrity, Independence, Independent Views and Judgment, Fulfillment of Functions, Qualifications, Knowledge,
Experience and Competency and Role in active participation in Board and Committee Meetings.

The Independent Directors at their Meeting held on 10.02.2025 reviewed the performance of Non-Independent
Directors, the Board and the Chairperson of the Company.

The performance of the Key Managerial Personnel and Persons in Senior Management of the Company was evaluated
based on their Qualifications, Experience and the Duties and Responsibilities carried out by them.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company state that:

a) in the preparation of the Annual Accounts for the year ended 31^st March 2025, the applicable Accounting
Standards had been followed along with proper explanation relating to material departure, if any;

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 as at 31^st March 2025 and of the profit of the Company for the year ended 31^st March 2025;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts for the Financial Year ended 31^st March 2025 on a going concern
basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company in terms of Section
149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 confirming that they meet with the criteria of independence as prescribed under sub section
(6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Auditors’ Report

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, M/s.Subbachar &
Srinivasan, Chartered Accountants, (Membership No.004083S) in the Auditors’ Report on the financial statements
for the year ended 31-03-2025.

Secretarial Auditor

The Regulation 24A of the amendment dated 12-12-2024 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 (SEBI Regulations) relating to the appointment of Secretarial Auditor is not applicable to the
Company in view of the exemption available to the Company pursuant to Regulation 15(2)(a) of SEBI Regulations.
The Board has appointed Mr.M.R.L.Narasimha, Practicing Company Secretary, (Membership No.2851, COP 799 and
holding Peer Review Certificate No. 1420/2021) as Secretarial Auditor of the Company as per the provisions of
Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 to conduct the Secretarial Audit for the Financial Year 2024-25. The Secretarial
Audit Report for the Financial Year ended March 31, 2025 is annexed to this Report as Annexure 1. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.

Particulars of Loans, Guarantees or Investments

The Company during the Financial Year has not given any Loans or Guarantees covered under the provisions of
Section 186 of the Companies Act, 2013.

Related Party Transactions

All Related Party Transactions entered into during the Financial Year were on arm’s length basis in the ordinary
course of the business. No materially significant Related Party Transactions were made by the Company with

Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with the
interest of the Company at large. Hence Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013
read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved
by the Board may be accessed on the Company’s website at the link at https://lakshmiew.com/policy-on-related-
party-transactions/

Risk Management

The Company has laid down the Risk Assessment and Minimisation Procedures and on evaluation by the Audit
Committee, are reviewed by the Board from time to time.

Corporate Social Responsibility

Your Company is not coming under the purview of the Corporate Social Responsibility under Section 135 of the
Companies Act, 2013. However, the Company has taken cognizance of the impact of Environmental, Social and
Governance (ESG).

Directors and Key Managerial Personnel

Sri S.Pathy and Smt Aishwarya Pathy, Directors of the Company retire by rotation at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. A brief profile of the Directors retiring by rotation
and seeking re-election, is annexed to the Notice of the ensuing Annual General Meeting.

Sri M.V.Jeganathan, Sri M.R.Thiyagarajan and Sri B.Sreeram were appointed as Independent Directors of the
Company on 10.09.2024. The Audit Committee, Nomination and Remuneration Committee and the Stakeholders
Relationship Committee were reconstituted on 10.09.2024 with the new appointed Directors.

Mr.B.Ashok Kumar, Chief Technical Officer in Senior Management has resigned due to personal reasons and relieved
on 30.11.2024. There were no other changes in the Key Managerial Personnel (KMP) during the year.

The details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in Annexure 2 forming part of
the Board’s Report.

Internal Financial Controls

The Company has in place adequate Internal Financial Controls with reference to financial statements. The Internal
Audit objectives, scope, functioning, periodicity and methodology is defined in the Internal Audit Programme. The
quarterly Internal Audit Report is placed before the Audit Committee of the Board. The Internal Auditors monitor
the adequacy of Internal Control Systems, Accounting Procedures and Policies of the Company and corrective
actions based on the observations are taken wherever necessary. During the year, such controls were reviewed and
no reportable material weakness in the system or operation was observed by the Audit Committee.

Auditors

M/s.Subbachar & Srinivasan, Chartered Accountants, had been appointed as the Statutory Auditors of the Company
for a second term of five Financial Years, commencing from 2022-2023 to 2026-2027 at the 48^th Annual General
Meeting held on 10^th August 2022.

The Company has received a Certificate from the Statutory Auditors to the effect that their continued appointment
as the Statutory Auditors of the Company, would be within the limits prescribed under Section 139 of the Companies
Act. 2013.

Report on Corporate Governance and Management Discussion and Analysis

The report on Management Discussions and Analysis (Annexure 3) forms part of the Annual Report.

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
the compliance with the Corporate Governance provisions as specified in Regulations 17,17(A),18,19,20,21,22,
23,24,24(A),25,26,26(A), 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E
of Schedule V shall not apply to the Company. Hence the reporting on Corporate Governance in a separate section
is not furnished. The Certificate from the Auditors of the Company to this effect is furnished as Annexure 4 to the
Annual Report. However, as a good Corporate Governance practice the Company is implementing the Corporate
Governance Provisions and shall report the same in the Annual Report when it becomes applicable to the Company.

Vigil Mechanism

The Company has adopted the Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report
concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or
ethics policy. No personnel is denied access to the Audit Committee. No protected disclosures were received by
the Nodal Officer during the year ended 31^st March, 2025.

A copy of the Vigil Mechanism / Whistle Blower Policy is posted on the Company’s website at https://lakshmiew.
com/vigil-mechanism-whistle-blower-policy/

Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints
were received during the year under review.

Demat Suspense Account / Unclaimed Suspense Account

The Shares remained unclaimed were transferred to the Unclaimed Suspense Account. The details of the said
Shares in Demat Suspense Account of the Company as on 31-03-2025 were:

General

Information with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is appended hereto.

Your Directors state that no disclosure or reporting is required in respect of the following items during the year

under review as the Company has neither accepted Deposits from the public nor issued any differential right shares

and shares (including Sweat Equity Shares) to the employees of the Company:

1. Details relating to Deposits from the Public covered under Chapter V of the Companies Act, 2013: Not applicable

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise in terms of Section 43 and 47
of the Companies Act, 2013 and the Rules made there under: Not applicable

3. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme: Not applicable

Your Directors further state that during the year under review:

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

2. There have been no material changes and commitments affecting the financial position of the Company, which
have occurred between the end of the Financial Year under review and the date of this report.

3. The Annual Listing Fees for the year 2025-26 has been paid by the Company to BSE Limited.

4. No penalty or strictures have been imposed on the Company by the Capital Market Authorities for non¬
compliance of law, during the last three years.

By Order of the Board
(Sd.) S.PATHY

Place : Coimbatore Chairman

Date : 23-05-2025 DIN No.00013899