The Directors of your company have pleasure in presenting the 36th Annual Report together
with Audited Accounts of the company for the financial year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the Trading/manufacture of hosiery goods/knitted cloth/garments.
Board expects the Company to grow in future.

IND AS

The Company had adopted Indian Accounting Standards (Ind AS) and Annual Financial
Statements in the previous financial year. The Annual Financial Statements in current year have
also been prepared in accordance with the Indian Accounting Standards ("IND AS ") as
prescribed under the Companies (Indian Accounting Standards) Rules as amended from time to
time notified under Section 133 of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business activities of the Company.

DIVIDEND

The Board of Directors with the view to conserve the resources of company has not
recommending any dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry Rs. 2.53 Crores to its reserves and surplus
account.

CHANGES IN SHARE CAPITAL

There has been no change in Share Capital of the Company during the current Financial Year
except the company had issued 95,73,441 equity shares by way of right issue on 31.12.2024

INFORMATION ABOUT SUBSIDIARY/ J V/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company and the
provisions regarding disclosure of names of companies which ceased to be the subsidiary, joint
venture or associate companies are not applicable.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year and there is no unclaimed dividend.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred
between the period from the end of the financial year to which this financial statement relate
and on the date of this report

ANNUAL RETURN

As required under sub-section (3) of section 92 of the Companies Act, 2013 as amended, copy
of the annual return will be placed on website of the Company www.lwsknitwear.com after filing
with MCA, web link- https://www.lwsknitwear.com/downloads/annualReturns/Form MGT-
7%2023-24.pdf

MEETINGS OF THE BOARD OF DIRECTORS

During the current Financial Year, the Company held 10 (Ten) meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The
provisions of Companies Act, 2013 and listing agreement were adhered to while considering the
time gap between two meetings-

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company

confirms that-

(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 on a going concern basis; and

(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.

(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.

STATUTORY AUDITORS AND REPORT THEREON

The shareholders had appointed of M/S. Parmod G Gupta & Associates, Chartered
Accountants, (FRN 018870N) for five years in AGM 2024. The report of the Auditor is self¬
explanatory and does not need any explanation.

SECRETARIAL AUDITORS AND REPORT THEREON

M/s Bhambri and Associates, Company Secretaries (CP 22626) were appointed for the FY
2024-25. The reports of the Auditor are provided as annexure IV, which are self-explanatory
and does not need any explanation.

The annual secretarial compliance report is available under:

https://www.lwsknitwear.com/downloads/disclosures-under-regulation-46-and-62-of-

SEBI/ASCR%20NA%20LWS%2031.03.2024.pdf

Further M/s Bhambri and Associates, Company Secretaries (CP 22626) have been appointed
by the Board for FY 2025-26 till 2029-30 subject to further approval of the Shareholders in the
ensuing AGM.

COMMENTS OF THE MANAGEMENT ON THE OBSERVATIONS/REMARKS BY THE
AUDITORS

There were no observation/comments by the auditors
LOANS, GUARANTEES AND INVESTMENTS

The Company is a partner in M/s. LWS Knitwear, a partnership firm in which Shri Girish Kapoor,
Managing Director of the Company is also a partner. Total investment in the firm is Rs. Nil at
the close of the financial year.

RELATED PARTY TRANSACTIONS

The Company has NOT entered into Related Parties Transaction under Section 188 of the
Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act.
Further all the necessary details are attached herewith in Form No. AOC- 2 for your kind
perusal and information.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO

The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy,
Technology Absorption and Foreign Exchange Outgo is provided in annexure herewith.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening
the Company’s existence is very minimal.

DIRECTORS AND KMP

During the current financial year no change had occurred in the constitution of Board of
Directors and KMP of the company except Mrs Kusum Kapoor has been appointed as
Wholetime Director of the Company w.e.f. 13.11.2024

DEPOSITS

The company has not accepted any deposits during the year and there are no unclaimed
deposits.

PERSONNEL

The information required pursuant to Section 134(3) and Section 197(12) read with Rule 5 (1) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company and Directors is attached herewith. Further, information
required under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is nil as no employee of the Company is in receipt of remuneration as
stated therein.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration Committee in its meeting
held on 11.05.2024 and 13.02.2025. A separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman of the Board, who were evaluated
on parameters such as level of engagement and contribution, independence of judgment,
safeguarding the interest of the Company and its minority shareholders etc. The performance
evaluation of the Independent Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors who also reviewed the performance of the Secretarial Department in
their meeting held on 11.05.2024 and 13.02.2025 without the presence of non-independent
directors.

CORPORATE GOVERNANCE

The corporate governance provisions were not applicable to your company during the FY 2024¬
25 but still the Company had complied with some of the provisions on voluntary basis. The
provisions of the Corporate Governance are now applicable to the Company for the financial
year 2025-26 and onwards. The section on corporate governance forms a part of this annual
report.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Ramesh Kumar Sharma, Ms. Neelam Bahri and Mr. Ashwani Kumar Sharma are serving as
Independent Directors. The Board of Directors of the Company hereby confirms that all the
Independent Directors duly appointed by the Company have given the declaration and they

meet the criteria of independence as provided under section 149(6) of the Companies Act,
2013. All the independent directors have cleared the proficiency test of the IICA.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company’s Audit Committee
comprised of three directors and Chairman of the committee is Non-Executive Independent
Director. The details of committee, meetings and attendance of members is given in report on
corporate governance attached with the report.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company’s Nomination and
Remuneration Committee comprises of three Non-Executive independent Directors and
Chairman of the committee is Non-Executive Independent Director. The details of committee,
meetings and attendance of members is given in report on corporate governance attached with
the report.

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every Director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence
of a Director and recommend to the Board a policy, relating to the remuneration for the
Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the
Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed
changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per
provisions of the Act and rules made there under.

REMUNERATION POLICY
Remuneration to Executive Directors

The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as qualification,

experience, performance, responsibilities shouldered, industry standards as well as financial
position of the Company.

Remuneration to Non-Executive Directors

The Non-Executive Directors have not been paid any sitting fees during the year under report.
STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was reconstituted during the year and according to
Section 178 of the Companies Act, 2013 which comprised of three Non-Executive Independent
Directors and Chairman of the committee is Non-Executive Independent Director. The details of
committee, meetings and attendance of members is given in report on corporate governance
attached with the report.

SECRETARIAL STANDARDS

The Directors state that the Company has complied with both the applicable Secretarial
Standards i.e. SS- 1 and SS-2 relating to ‘Meetings of the Board of Directors’ and ‘General
Meetings’, respectively.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Regulation 22 of
the SEBI(LODR) Regulations, 2015, the company has established Vigil Mechanism for directors
and employees to report genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out in the
Company.

SHARES

a. Buy Back of Securities-The Company has not bought back any of its securities during the
year under review.

b. Sweat Equity-The Company has not issued any Sweat Equity Shares during the year
under review.

c. Bonus Shares- The Company has not issued any Bonus Shares during the year under
review.

d. Employees Stock Option Plan-The Company has not provided any Stock Option Scheme
to the employees.

ORDER OF COURT

There is no significant and material order passed by the regulators or courts or Tribunals
impacting the going concern status and company’s operation in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are adequate and are in consonance with the size and operations of
the Company and such internal financial controls are operating effectively. The Company had
also appointed Mr. Dayanand Sahu as Internal Auditor as required under Section 138 of the
Companies Act, 2013.

SHARES IN SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the beginning of the year=nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense
account during the year=nil

iii. Number of shareholders to whom shares were transferred from suspense account
during the year=nil

iv. aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year=nil

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account at the beginning of the year=nil

ii. Number of shareholders who approached the issuer for transfer of shares from the
Unclaimed Suspense Account during the year=nil

iii. Number of shareholders to whom shares were transferred from the Unclaimed
Suspense Account during the year=nil

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account at the end of the year=nil

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to
constitute Corporate Social Responsibility Committee.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place 'Prevention of Sexual Harassment Policy'. This Anti-Sexual
Harassment policy of the Company is in line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainees) are covered under this policy. The company
has complied with provisions relating to the constitution of Internal Complaints Committee and
an Internal Complaints Committee (ICC) is in place to redress complaints received regarding
sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during
the year,:

No. of complaints received: Nil,

No. of complaints disposed off: NA.

COMPLIANCES OF ALL LAWS

The Board hereby states that the company has devised proper systems to ensure compliance
of all laws applicable to the company.

COST RECORDS

The provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost records
are not applicable to the Company.

ONE TIME SETTLEMENT

The Company had not entered into one time settlement with any financial institutions, banks etc
INSOLVENCY

The company has not filed any insolvency proceedings against anyone. Further, there are no
insolvency proceedings pending against the Company.

GENERAL DISCLOSURE

Ý During the financial year 2024-25, no complaints were received by the Company under Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Ý Further, the Company has also complied with all the applicable provisions relating to the
Maternity Benefits Acts, 1961.

Ý All Policies, as applicable to the company, required under the Act or the SEBI LODR
Regulations are available on the website of the Company

Ý No significant or material order was passed by the Regulators or Courts or Tribunals which
impact the going concern status and company's operation in the future.

Ý No fraud has been reported by the Auditors to the Audit Committee or the Board.

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review.

Ý Details relating to Deposits covered under Chapter V of the Act.

Ý Issue of Equity Shares with Differential Rights, as to dividend, voting or otherwise.

Ý Issue of shares with including sweat equity shares to employees of the company under any
scheme

Ý 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

Ý During the year under review, there were no case(s) filed pursuant to Sexual Harassment of
Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

ACKNOWLEDGEM ENT

Your Directors wish to express their grateful appreciation to the continued co-operation received
from the Banks, Government Authorities, Customers, Vendors and Shareholders during the
year under review. Your Directors also wish to place on record their deep sense of appreciation
for the committed service of the Executives, staff and Workers of the Company.

By order of the Board
For L W S KNITWEAR LIMITED

Sd/-

(Girish Kapoor)

Place: Ludhiana Chairperson cum Managing Director

Date: 02.09.2025 DIN-01870917