Directors Report of Lux Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present herewith the 30^th Annual Report of Lux Industries Limited (‘the Company'') along with the Audited
Standalone and Consolidated Financial Statements for the Financial Year (‘FY'') ended March 31, 2025.

1. Financial Highlights

Particulars		Standalone				Consolidated
		March 31, 2025		March 31, 2024		March 31, 2025		March 31, 2024
Revenue from Operations		2578.50		2324.05		2583.06		2324.29
Other Income		29.79		16.59		29.84		21.00
Total Revenue		2608.29		2340.64		2612.90		2345.29
Profit Before Tax		222.23		180.21		220.66		172.23
Tax Expense (Including Deferred Tax)		56.14		46.64		56.12		46.63
Profit after Tax		166.09		133.57		164.54		125.60

2. Operating & Financial Performance

The Company has demonstrated remarkable resilience
and consistent growth, achieving a milestone Standalone
Revenue of ?2,578.50 Crores for FY 2024-25, compared
to R2,324.05 Crores in the previous year. This impressive
performance comes despite formidable challenges such as
the global recession, Red Sea crisis, supply chain disruptions,
sustainability pressures, and high inflation rates. By effectively
navigating these hurdles, the Company continues to
strengthen its position within the hosiery sector. The EBITDA
margins increased by 103 bps YoY to 10.17% standing at
R264.77 Crores in FY 2024-25, reflecting consistent operational
efficiency, as compared to R219.67 Crores in the prior period.
The Company achieved a stabilized PAT of R166.09 Crores in
FY 2024-25. Working capital days have elongated from 161 in
FY 2023-24 to 181 during FY 2024-25.

Lux, continued expanding its presence across major
e-commerce platforms, strengthening accessibility and
brand visibility. Lux Cozi, the flagship men''s innerwear brand,
registered ~20% YOY volume growth. Further solidifying
its leadership position. Lux Venus, another power brand,
registered ~11% YOY volume growth, reflecting sustained
consumer demand. Notably, Lux Venus Rainwear, introduced
in the previous year, received an encouraging response and
extended the brand''s portfolio across men''s, women''s, and
kids'' segments.

Meanwhile, LYRA, the leading women''s wear brand, reinforced
its strong market standing by boldly expanding into new
product segments, responding to the evolving preferences
of contemporary women. While venturing into these new

categories, the brand has consistently upheld its signature
blend of style, perfect fit, and all-day comfort-qualities that
have long defined its identity. This thoughtful combination
of innovation and consistency has enabled LYRA to deepen
customer trust and expand its loyal base. In doing so, it is further
cementing its reputation as a bold, trusted, and forward¬
looking fashion brand that continues to redefine everyday
fashion for women. The company''s latest entrant, PYNK,
gained rapid traction, offering fashionable and comfortable
apparel for modern consumers. With the support of Shraddha
Kapoor as the brand ambassador, PYNK embodies the vibrant,
unstoppable spirit of today''s women — fearless, passionate
and purpose-driven.

Lux Parker is also a fresh addition to Lux Industries''
expanding brand portfolio, designed to meet the evolving
needs of Indian consumers. A bold step into the economy
segment of the Company, Lux Parker offers a complete
range of innerwear and outerwear for men, women, and
kids at affordable prices. This new brand sets the stage for
a new chapter in accessible comfort across India. With its
promise of affordability and excellence, Lux Parker ensures
that "Pehenna Jaroori Hai"—because comfort should be a
necessity, not a luxury.

Lux Nitro marks a bold entry into the mid-premium men''s
innerwear segment, bringing a fresh and energetic vibe
tailored for today''s youth. Built on the pillars of superior
fabric, advanced functionality, and modern aesthetics, Lux

Nitro offers a versatile range including briefs, vests, drawers,
and t-shirts—seamlessly blending comfort with contemporary
style. Launched with the tagline “Yeh Andar Ki Baat Hai” the

brand champions the power of inner confidence, emphasizing
how the right fit can inspire self-belief. With Kartik Aaryan
as the brand ambassador, his dynamic persona and strong
youth appeal align perfectly with Lux Nitro''s ethos of bold self¬
expression and authenticity. The brand received a promising
response in Q4 of its launch, reflecting strong initial consumer
acceptance and validating its positioning in the market.

Lux Industries continues to benefit from long-standing
distributor relationships, ensuring a robust supply chain
and seamless market penetration. The company''s targeted
marketing initiatives have consistently enhanced brand
appeal, strengthening consumer engagement across
diverse demographics. Furthermore, emerging brands
hold significant potential for growth, paving the way for
expansion into new segments and markets.

The Company remained committed to ongoing process
enhancements, ensuring smooth operations across its
facilities. Further strengthening its market position, Lux
Industries has taken proactive steps to ensure sustainability
and innovation. In addition to the existing 1,000 kW solar
panel at its West Bengal facility, the Company has further
strengthened its commitment towards sustainable operations
by installing a 700 kW solar panel at its Tamil Nadu facilities.
This initiative reflects its dedication to reducing environmental
impact while optimizing energy efficiency across its facilities.

Throughout the year, all manufacturing units operated
efficiently, with strict safety measures consistently followed
and continuously refined across all locations.

During the year under review, there has been no change
in the nature of business of the Company. Further, there
was no change in the nature of business carried on by its
subsidiary also.

3. Performance of Subsidiary Company Artimas
Fashions Private Limited

During the year under review, Artimas Fashions Private Limited,
Subsidiary of the Company has reported R15.31 Crores as
Revenue from operations. The Total Income for the current
financial year was R15.37 Crores as compared to R21.81 Crores
in the previous financial year.

4. Dividend

Over the years, Lux has consistently followed a policy of paying
dividend, keeping in mind the cash-generating capacities,
the expected capital needs of business and strategic
considerations. The Company recommended/ declared
dividend as under:

Type of Dividend		Dividend Per Share in ?
		Financial Year	Financial Year
		2024-25	2023-24
Interim Dividend		Nil	Nil
Final Dividend		2.00*	2.00
Total Dividend		2.00	2.00

*Recommended by the Board of Directors at its meeting held on May 23, 2025 for
financial year 2024-25. The payment is subject to the approval of the shareholders
at the ensuing Annual General Meeting (AGM) of the Company.

Note: The Promoters and Promoter group has waived their
right to receive dividend for the financial year 2024-25
and 2023-24 to reserve the resources for future expansion
while rewarding public shareholders.

Dividend Distribution Policy

In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(‘SEBI Listing Regulations''), the Board of Directors of the
Company has adopted a Dividend Distribution Policy. The
Dividend Distribution Policy is available on the website of the
Company i.e., https://s3.amazonaws.com/luxs/ckeditors/
pictures/535/original/Lux Dividend Distribution Policy.
pdf

5. Capex and Liquidity

During the financial year 2024-25, the Company incurred a
capital expenditure of R37.17 Crores, funded through internal
accruals, towards the acquisition of fixed assets. This primarily
included upgraded equipment and machinery to enhance
operational efficiency and support capacity expansion.

The Company''s total borrowings increased from R189
Crores as on March 31, 2024, to R287 Crores as on March
31, 2025. This rise was primarily attributable to increased
working capital requirements arising from the introduction
of new brands, expansion into new product categories, and
scaling up of distribution channels to capture emerging
market opportunities.

6. Material Changes and Commitments

No material changes and commitments have occurred from
the date of the close of the financial year, to which the financial
statements relate, till the date of this Report, which affects the
financial position of the Company.

7. Significant & Material Orders

No significant and material orders have been passed by any
Regulators, Courts or Tribunals during the financial year under
review that would impact the Company''s going concern status
or its future operations.

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are
prepared in accordance with the relevant Indian Accounting
Standards issued by the Institute of Chartered Accountants of
India and forms an integral part of this report.

Pursuant to section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the financial
statements of the Subsidiary is given in Form AOC-1 which is
annexed as Annexure ‘K’.

9. Share Capital

The paid-up share capital of the Company stood at R6,26,35,362
as at March 31, 2025 comprising of 3,00,71,681 equity shares of
R2/- each (plus forfeited share capital amounting R24,92,000).
During the year under review, there was no change in the Share
Capital of the Company.

10. Transfer to Reserves

The Company has not transferred any amount to the General
Reserve during the financial year under review.

11. Transfer to Investor Education and Protection
Fund

During the financial year 2024-2025, the Company has
transferred unpaid/unclaimed dividend, amounting to
R83,661.2 for the financial year 2016-17 to the Investor
Education and Protection Fund (IEPF) of the Central
Government of India. The details of the shares transferred, if
any, to IEPF account is available on the Company''s Website-
https://s3.amazonaws.com/iuxs/ckeditors/pictures/524/
original/Statement of Unclaimed Dividend.pdf

The dividend which was declared for the year ended March
31, 2018 at the Annual General Meeting held on September 27,
2018, which remains unclaimed, will be transferred to the IEPF
by November, 2025 pursuant to the provisions of the Section
124 and 125 of the Companies Act, 2013 read with the IEPF
(Accounting, Audit, Transfer and Refund) Rules, 2016. Thereafter,
no claim shall lie against the Company for such unclaimed
dividends. Shareholders will be required to submit their claims
directly to make their claim with the IEPF Authority following the
appropriate prescribed rules and procedures in this regard.

Further, the equity shares corresponding to the dividend
which remained unclaimed for seven consecutive years, will
be also transferred to the Demat account of the IEPF Authority.
Individual notices and necessary newspaper publication will
be made in this regard.

In compliance with Section 124 of the Companies Act, 2013
read with rule 6 of the Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, 5

Equity shares in respect of 1 folio which remained unclaimed
for seven consecutive years were transferred to the IEPF
Authority during FY 2024-25. Individual notices to concerned
shareholder(s) were served and advertisement in newspapers
were published by the Company in this regard.

Members are requested to claim the dividend(s), which
have remained unclaimed/unpaid, by sending a written
request to the Company at [e-mail]
or to the Company''s Registrar and Transfer Agent, KFin
Technologies Limited at [e-mail] or at their
address at KFin Technologies Limited, Unit: Lux Industries
Limited, Selenium Tower B, Plot 31-32, Financial District,
Nanakramguda, Serilingampally Mandal, Hyderabad 500032.
Members can find the details of the Nodal officer appointed
by the Company under the provisions of IEPF at https://www.
luxinnerwear.com/investor-contacts.

The list of shareholders whose dividends remain unclaimed
as on the date of the ensuing AGM will be uploaded on the
website of the Company https://www.luxinnerwear.com/
under heading ‘Investors’ Section.

12. Deposits

Your Company has not accepted deposits from the public
during the financial year 2024-25, hence, there is no opening
balances of Deposits and no principal or interest on deposits
were outstanding as on the date of balance sheet as per
the provisions of the Companies Act, 2013 and the Rules
made thereunder.

13. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security provided is proposed
to be utilized by the recipient are provided in the Standalone
Financial Statement. (Refer Note 37 to the Standalone
Financial Statements).

14. Internal Financial Control System and their
adequacy

Your Company has established guidelines and procedures that
facilitate adequate internal financial control system (including
internal financial control system) throughout the Company.
The details in respect of adequacy of internal financial
controls with reference to the Financial Statements are stated
in Management Discussion and Analysis, which forms part of
this Report.

15. Corporate Social Responsibility Initiatives

Pursuant to Section 135 of the Companies Act 2013, read
with rules made there under, the Company has constituted
a Corporate Social Responsibility (CSR) Committee (the “CSR

Committee”) for monitoring and overseeing the CSR initiatives.
The composition of the Committee is given in the Corporate
Governance Report forming part of the Annual Report. Lux
undertakes CSR initiatives both directly and as well as through
Lux Foundation. During the year under review, Company''s CSR
initiatives were based primarily towards: -

¦ Promotion of Sports

¦ Healthcare

¦ Promotion of Education

¦ Social Welfare of Socially and economically backward group

¦ Animal Welfare

¦ Ensuring Environmental Sustainability

¦ Protection of National Heritage, Art and Culture

During the year under review, the Company has spent an
amount of T8.73 Crores towards its CSR obligations. The CSR
Policy of the Company can be accessed on the Company''s
website at the link: https://s3.amazonaws.com/luxs/
ckeditors/pictures/95/original/CSR Policv.pdf

The Annual Report on CSR activities is annexed herewith as
Annexure ‘A’ forming part of this Report.

16. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the SEBI Listing Regulations,
the Management Discussion and Analysis Report for the
financial year 2024-25 is annexed as Annexure ‘B’ forming part
of this Report.

17. Corporate Governance

The Company is committed to uphold highest standards of
Corporate Governance practices. Pursuant to Regulation 34(3)
read with Para C of Schedule V of the SEBI Listing Regulations,
a separate section on Corporate Governance together with
a certificate from the Secretarial Auditor of the Company
confirming compliance with the applicable Corporate
Governance requirements is set out in Annexure ‘C’ and
Annexure ‘E’ respectively forming part of this report.

18. Managing Director and Chief Financial Officer
Certification

As required under Part B of Schedule II read with Regulation
17(8) of the SEBI Listing Regulations, the certification on the
accounts of the Company by Mr. Pradip Kumar Todi, Managing
Director and Mr. Ajay Nagar, Chief Financial Officer is provided
in the Annexure ‘D’ of this Annual Report. Further, the
declaration on the Code of Conduct by the Board of Directors
and Senior Management Personnel has been included in
this annexure.

19. Directors, Key Managerial Personnel (KMP) &
Senior Managerial Personnel (SMP)

As on March 31, 2025, the Board comprised of twelve directors,
six of whom were independent directors, including three
independent woman directors. The Chairman of the Board
and the Managing Director were held by different individuals,
both being Executive Directors. The details of the composition
of the Board of Directors has been provided in the Corporate
Governance Report forming part of this Annual Report. The
profile of all director as on date are available on the Company''s
website at https://www.luxinnerwear.com/management/
board-of-directors.

During the year under review, the Members approved the
following re-appointment of Directors:

a. Mr. Ashok Kumar Todi (DIN: 00053599) and Mr. Udit
Todi (DIN: 02017579), who retired by rotation in terms
of Section 152(6) of the Companies Act, 2013 and were
reappointed as a director.

b. Mr. Pradip Kumar Todi (DIN: 00246268) was re-appointed
as a Managing Director of the Company for a period of five
years effective from September 28, 2024.

The Board of Directors of the Company in its meeting held
on March 30, 2024, and based on the recommendation of
the Nomination and Remuneration Committee, approved
the appointment of Mr. Kumud Chandra Paricha Patnaik
(DIN: 09696281), Mr. Sadhu Ram Bansal (DIN: 06471984) and
Mrs. Shashi Sharma (DIN: 02904948) as Additional Directors in
the category of Non-Executive - Independent Director of the
Company for a term of 3 (three) consecutive years each, with
effect from April 01, 2024. Further, Pursuant to the Regulation
17(1C), the Company has sought the consent of the members
through postal ballot dated June 22, 2024 to approve the
appointment of Mr. Kumud Chandra Paricha Patnaik (DIN:
09696281), Mr. Sadhu Ram Bansal (DIN: 06471984) and
Mrs. Shashi Sharma (DIN: 02904948) as Independent Directors
of the Company for a term of three consecutive years effective
from April 01, 2024 till March 31, 2027 (both days inclusive).
Apart from the above, there were no other changes in the
composition of Board during the period under review.

As required under Regulation 34(3) read with Schedule V Para
C clause (10)(i) of the SEBI Listing Regulations, a Certificate
on Non- disqualification of Directors by M/s MR & Associates,
Practicing Company Secretaries confirming that none of the
directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as director of
companies by the Securities Exchange Board of India / Ministry
of Corporate Affairs or any such statutory authority is annexed
as Annexure ‘F’ to the Directors'' Report.

As on March 31, 2025, the Key Managerial Personnel (KMP) of
the Company in compliance with the provision of Section 203
of the Companies Act, 2013 are as under: -

Sl. No.	Name of the KMP	Designation
1.	Mr. Ashok Kumar Todi	Chairman and Whole-time Director
2.	Mi. Piadip Kimai Todi	Managing Direclor
3.	Mi. Navin Kumar Todi	Executive Director
4.	Mr. Rahul Kumar Todi	Executive Director
5.	Mr. Saket Todi	Executive Director
6.	Mr. Udit Todi	Executive Director
7.	Mr. Ajay Nagar@	Chief Financial Officer
8.	Mrs. Smita Mishra@	Company Secretary & Compliance Officer

@ Along with being the Key Managerial Personnel (KMP) they are also designated

as the Senior Managerial Personnel (SMP) of the Company.

¦ During the year under review, there has been no change
in the Key Managerial Personnel (KMP) of the Company.

¦ The details of the Senior Managerial Personnel (SMP) of
the Company as on March 31, 2025, are provided in the
Corporate Governance Report forming part of this report.

a. Retirement by Rotation

Mr. Pradip Kumar Todi (DIN: 00246268), and Mr. Navin
Kumar Todi (DIN: 00054370), Executive Directors of
the Company, are liable to retire by rotation and,
being eligible, offer themselves for re-appointment in
accordance to Section 152(6) of the Companies Act, 2013,
at the ensuing Annual General Meeting of the Company.

b. Reappointment of Whole-time Directors and
Independent Directors on completion of tenure

i. The present tenure of appointment of Mr. Navin
Kumar Todi (DIN: 00054370) as an Executive Director
of the Company will end on May 24, 2026, and a
resolution seeking approval of the members of the
Company for his re-appointment will be placed at
the ensuing Annual General Meeting of the Company.

ii. The present tenure of appointment of Mr. Rahul
Kumar Todi (DIN: 00054279) as an Executive Director
of the Company will end on May 24, 2026, and a
resolution seeking approval of the members of the
Company for his re-appointment will be placed at
the ensuing Annual General Meeting of the Company.

iii. The present tenure of appointment of Mr. Saket
Todi (DIN: 02821380) as an Executive Director of the

Company will end on May 24, 2026, and a resolution
seeking approval of the members of the Company
for his re-appointment will be placed at the ensuing
Annual General Meeting of the Company.

iv. The present tenure of appointment of Mr. Udit Todi
(DIN: 02017579) as an Executive Director of the
Company will end on May 24, 2026, and a resolution
seeking approval of the members of the Company
for his re-appointment will be placed at the ensuing
Annual General Meeting of the Company.

v. The present tenure of appointment of Mrs. Ratnabali
Kakkar (DIN: 09167547) as a Non-Executive
Independent Director of the Company will end on
May 24, 2026, and a resolution seeking approval of
the members of the Company for her re-appointment
will be placed at the ensuing Annual General Meeting
of the Company.

vi. The present tenure of appointment of
Mr. Rajnish Rikhy (DIN: 08883324) as a Non-Executive
Independent Director of the Company will end on
May 24, 2026, and a resolution seeking approval of
the members of the Company for his re-appointment
will be placed at the ensuing Annual General Meeting
of the Company.

c. Declarations from Independent Directors

Pursuant to the provisions of Section 149(6) of the
Companies Act, 2013, read with the applicable Rules
framed thereunder, and Regulation 16(1)(b) of the SEBI
Listing Regulations, the Independent Directors have
submitted declarations confirming that each of them
meets the criteria of independence. There has been no
change in the circumstances affecting their status as
independent directors of the Company.

d. Familiarization Programme

The details of the training and familiarization programme
conducted for Independent Directors are provided in
the Corporate Governance Report. Further, at the time
of the appointment of an independent director, the
Company issues a formal letter of appointment outlining
his/her role, function, duties and responsibilities.
The format of the letter of appointment is available
on our website https://s3.amazonaws.com/luxs/
ckeditors/pictures/596/original/Lux Familiarisation
Programme 2025.pdf .The directors are also explained
in detail, the various declarations/affirmations required
from him/her as an Independent Director under various
provision of Companies Act, 2013, and such other
applicable rules and regulations.

e. Board Evaluation

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 17 and 19 of the
SEBI Listing Regulations, the Board has carried out an
evaluation of its own performance, the performance
of that of its Committees and individual directors.
The manner of the evaluation has been explained in
Nomination & Remuneration Policy in the Corporate
Governance Report.

The Board''s performance was assessed based on inputs
from all directors, considering criteria such as board
composition and structure, the effectiveness of board
processes, information flow, and overall functioning.

Similarly, the performance of the committees was
evaluated by the Board, with input from committee
members, using criteria like committee composition and
the effectiveness of committee meetings.

These criteria were broadly based on the Guidance
Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017. Additionally,
in a separate meeting of Independent Directors held on
February 13, 2025, the performance of Non-Independent
Directors, the Board as a whole, and the Chairman of the
Company was assessed, taking into account the views
of executive and non-executive directors. In the same
meeting, Independent Directors, as per Regulation 25(4)
(c) of the SEBI Listing Regulations, assessed the quality,
quantity and timeliness of flow of information between
the management of the listed entity and the board of
directors that is necessary for the board of directors to
effectively and reasonably perform their duties.

The Board and the Nomination and Remuneration
Committee reviewed individual directors'' performance
based on criteria such as their contributions to board and
committee meetings, preparedness on issues discussed,
and the meaningful and constructive inputs provided
during meetings.

Following the meetings of the independent directors and
the Nomination and Remuneration Committee, the Board
discussed the performance evaluations of the Board, its
Committees, and individual directors. The evaluation of
independent directors was conducted by the entire Board,
excluding the independent director being evaluated.

f. Nomination & Remuneration Policy

Pursuant to Section 178 of the Companies Act, 2013 and
Regulation 19 read with Para A of Part D of Schedule II
of the SEBI Listing Regulations, the Board has, on the
recommendation of the Nomination & Remuneration

Committee, framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. The salient features of the Nomination
and Remuneration Policy is stated in the Corporate
Governance Report and has also been posted on the
Company''s website: https://s3.amazonaws.com/luxs/
ckeditors/pictures/590/original/Nomination and
Remuneration Policy new.pdf

g. Meetings

During the year under review, five Board Meetings were
convened and held. The details of meetings of the Board
are provided in the Corporate Governance Report, which
is a part of this report. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013, the SEBI Listing Regulations and
such other rules and regulations.

h. Committees

The following are the details of the Committees as on
March 31, 2025:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder''s Relationship Committee

d. Risk Management Committee

e. Corporate Social Responsibility Committee

f. Committee of Directors

g. Share Transfer Committee

h. Internal Complaints Committee/Complaint Redressal
Committee

i. Oversight & Impact Assessment Committee

The composition of statutory Committees, along
with their respective roles, responsibilities, and terms
of reference, are provided in detail in the Corporate
Governance Report.

i. Board Procedure

The Board of Directors meets from time to time to transact
the business in respect of which the Board''s attention is
considered necessary. The Board meets at least once in
each quarter, which is scheduled in advance. There is a
well-laid procedure to circulate detailed agenda papers
to the Directors before each meeting and in exceptional
cases these are tabled. The Directors discuss and express
their views freely and seek clarifications on items of
business taken up in the meetings. The discussions
are held transparently. Various decisions emanating

from such meetings are implemented to streamline the
systems and procedures followed by the Company.

The Board regularly reviews the strategic, operational
policy and financial matters of the Company. The Board
has also delegated its powers to the Committees. The
Board reviews the compliance of the applicable laws in
the meeting. The Budget for the financial year is discussed
with the Board at the commencement of the financial year
and the comparison of the quarterly/ annual performance
of the Company vis-a-vis the budgets are presented to
the Board before taking on record the quarterly/ annual
financial results of the Company.

The information as specified in Regulation 17(7) of the
SEBI Listing Regulations is regularly made available to
the Board.

20. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and

134(5) of the Companies Act, 2013, the directors confirm:

a. that in the preparation of the annual accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes
to annual accounts have been selected and applied
consistently and judgments and estimates have been
made that were reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at March 31, 2025 and of the profit of the Company for the
year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual accounts of the Company have been
prepared on a ‘going concern basis'';

e. that proper internal financial controls are in place
and that the financial controls are adequate and
operating effectively;

f. that proper systems to ensure compliance with the
provisions of all applicable laws are in place and that such
systems were adequate and operating effectively.

21. Related Party Transactions

All related party transactions that were entered into during

the financial year were on arm''s length basis and were in

the ordinary course of the business. There are no materially
significant related party transactions made by the Company
with the Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with
interest of the Company at large during the year under review.

All the related party transactions were reviewed by the
Audit Committee. There was no contract, arrangement or
transaction entered during financial year 2024-25 that fall
under the scope of first proviso to Section 188(1) of the
Companies Act, 2013. As required under Section 134 of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, the prescribed Form AOC-2 is
appended as Annexure ‘G’ to the Directors'' report.

The Policy as per the Regulation 23(1) of the SEBI Listing
Regulations is available on the website of the company
and can be accessed at https://s3.amazonaws.com/luxs/
ckeditors/pictures/587/original/RPT policv.pdf. Further, as
required under Clause 2A of Para A of Schedule V of SEBI Listing
Regulations following promoters are holding more than 10%
of shareholding as on March 31, 2025 with whom transactions
were held by the Company:

1. Mr. Ashok Kumar Todi

2. Mr. Pradip Kumar Todi

3. Mrs. Prabha Devi Todi

4. Mrs. Bimla Devi Todi

Disclosure of transaction with the above-mentioned
promoters is provided in Note no. 32 to the Standalone
Financial Statements.

22. Subsidiaries, Associates and Joint Venture
Companies

The Company has one subsidiary i.e. Artimas Fashions Private
Limited (Unlisted Private Limited Company). Further, the
Company does not have any associates and there were no
joint ventures entered into by the Company.

23. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle
Blower Policy duly approved by the Audit Committee, in terms
of Section 177(9) of the Companies Act, 2013 and Regulation
22 of the SEBI Listing Regulations, to deal with instances of
fraud and mismanagement, if any. The purpose of this policy
is to provide a framework to promote responsible and secure
whistle blowing.

The Whistle Blower Policy also provides formal mechanism
for Directors and employees to report instances of leak of
unpublished price sensitive information as required under

sub-regulation 6 of Regulation 9A of the SEBI (Prohibition of
Insider Trading) Regulations, 2015. It protects employees and
directors wishing to raise a concern about serious irregularities
within the Company.

A quarterly report with the number of complaints, if any,
received under the Policy and their outcome is placed before
the Audit Committee and the Board. The policy on vigil
mechanism may be accessed on the Company''s website: -
https://s3.amazonaws.com/iuxs/ckeditors/pictures/391/
original/Whistle Blower Policy.pdf

24. Auditors & Audit Reports

i. Statutory Auditors:

Your Company at its 27^th Annual General Meeting
held on September 20, 2022 had reappointed M/s S K
AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm
Registration Number: 306033E) as Statutory Auditors
of the Company for the second term of five consecutive
years i.e., from the conclusion of the 27^th AGM until the
conclusion of the 32^nd AGM of the Company to be held
in the year of 2027 at a remuneration as may be fixed by
the Board of Directors and Audit Committee as mutually
agreed with Auditors. The Statutory Auditors have
confirmed that they satisfy the independence criteria as
required under the Act.

M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS
LLP, (Firm Registration Number: 306033E) Statutory
Auditors of the Company have submitted their
Independent Auditor''s report on the Financial Statements
of the Company for the year ended on March 31, 2025.

The Auditors'' Report on the Financial Statements of
the Company for the year ended March 31, 2025 does
not contain any qualifications, reservations or adverse
remarks. The Auditor''s Report is enclosed with the
Financial Statements and forms part of the Annual Report.

ii. Secretarial Auditors and Secretarial Audit
Report:

M/s MR & Associates, a firm of Practicing Company
Secretaries holding Peer Review Certificate No.:
5598/2024, was appointed to undertake the Secretarial
Audit of the Company for financial year 2024-25. Pursuant
to recent SEBI (LODR) (Third Amendment) Regulations,
2024, notified in December 2024, the Company is
required to appoint the Secretarial Auditors to conduct
the Secretarial Audit of the Company for a term of five
consecutive years commencing from the financial year
2025-26 to 2029-30.

On basis of above-mentioned and on recommendation
of Audit Committee, the Board of Directors, at its

meeting held on May 23, 2025 has approved the
appointment of M/s MR & Associates, (Firm Registration
No. - P2003WB008000), a firm of Company Secretaries in
Practice, holding Peer Review Certificate No.: 5598/2024,
as the Secretarial Auditors of the Company for a first
term of five consecutive years commencing from the
conclusion of 30^th AGM till the conclusion of the 35^th AGM
to be held in the year 2030, subject to the approval of
the shareholders.

The Company has also received letter from M/s MR &
Associates, to the effect that their appointment, if made,
would be under Regulation 24(A) (1) (b) of the SEBI Listing
Regulations and that they are not disqualified from being
appointed as Secretarial Auditors of the Company.

In addition to the Secretarial Audit, the Company also
avails services such as Scrutinizer''s Report pursuant
to Section 108 of the Companies Act, 2013, and the
Certification of the Annual Return in Form MGT-8. These
services fall within the permissible scope of activities that
may be undertaken by a Secretarial Auditor, in accordance
with the SEBI Listing Regulations read with SEBI Circular
No. SEBI/HO/CFD/CFD-PoD2/CIR/P/2024/185 dated
December 31, 2024.

The Secretarial Auditors'' Report of the Company for the
financial year ended March 31, 2025 does not contain any
qualifications, reservations or adverse remarks hence do
not call for any further comments under Section 134(3)
(f) of the Companies Act, 2013. The Secretarial Auditor''s
report is annexed as Annexure ‘H’.

iii. Internal Auditors:

Ernst & Young LLP (EY), were appointed as the Internal
Auditors of the Company to conduct the Internal Audit
for the financial year 2024-25 in accordance with the
provisions of Section 138 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014. The
Audit Committee considers and reviews the Internal Audit
Report submitted by the Internal Auditor quarterly.

iv. Cost Audit and Cost Records:

The provisions of Section 148 of the Companies Act, 2013,
with respect to maintenance of Cost records and cost
audit are not applicable to the Company.

v. Fraud:

During the year under review, neither the Statutory
Auditor nor the Secretarial Auditors have reported to the
Audit Committee, under Section 143(12) of the Companies
Act 2013, any instances of fraud committed against the
Company by its Officers or Employees, the details of
which would need to be mentioned in this Annual Report.

25. Insider Trading Code

In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (‘the PIT Regulations'') on prevention of
insider trading, the Company had instituted comprehensive
codes for regulating, monitoring and reporting of trading
by Insiders. Further vide the SEBI (Substantial Acquisition
of Shares and Takeovers) (Amendment) Regulations, 2024
effective from 18.05.2024 and the SEBI (Prohibition of Insider
Trading) (Amendment) Regulations, 2025 effective from
10.06.2025, the Company amended its Code of Internal
Procedures and Conduct to Prohibit Insider Trading at the
Board meetings held on February 13, 2025 and May 23,
2025, respectively. Additionally, the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI) was also amended in the Board meeting
held on May 23, 2025. The said Codes lays down guidelines “to
establish standards and regulate and/or monitor compliance
of insider trading regulation” and “binding all directors/
employees of the company, advising the procedures to be
followed and matters to be ensured at the time of disclosure
of events/ information in the nature of UPSI as the same could
potentially impact the price of the listed securities of the
Company in the market”.

The amended Code of Internal Procedures and Conduct
to Prohibit Insider Trading is available on the website of the
Company - https://s3.amazonaws.com/iuxs/ckeditors/
pictures/609/original/CODE OF INSIDER TRADING 25.
pdf and the Code of practices and procedures of fair
disclosures of unpublished price sensitive information
(UPSI) is available on the website of the Company - https://
s3.amazonaws.com/luxs/ckeditors/pictures/610/original/
CODE OF FAIR DISCLOSURE OF UPSI UNDER SEBI PIT
REGULATIONS 2015.pdf

26. Credit Ratings

During Financial Year 2024-25 under review, Acuite Ratings &
Research Limited (previously known as SMERA Ratings Limited)
has reaffirmed the following rating without any enhancement
in the limit of Bank facilities: -

Ratings Amount Facilities Remarks (? in Crores)
ACUITE AA (Stable)	464.18	Long-Term Bank Facilities	Reaffirmed
ACUITE A1	1.50	Short Term Bank Facilities	Reaffirmed

27. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the
Companies Act, 2013, the Annual Return as on March 31, 2025

is available on the Company''s website at the link https://
s3.amazonaws.com/luxs/ckeditors/pictures/638/original/
Draft Annual Return 31.03.2025.pdf

28. Business Responsibility and Sustainability
Report

Your Company contributes towards sustainable development
and fulfills its social, environmental, and governance
responsibilities, creating a long-lasting value for all
stakeholders. The Company is committed to maintain highest
standards of ethics in all spheres of its business activities.

In compliance with regulation 34(2)(f) of the SEBI Listing
Regulations and relevant SEBI Circulars issued in this regard,
the Business Responsibility & Sustainability Report (BRSR) is
annexed as Annexure ‘I’.

29. Cyber Security

Your Company has a structured framework for Cyber Security.
The Risk Management Committee ensures the overall
responsibility for oversight of cybersecurity frameworks. The
senior IT Personnel of the Company is responsible for the
information technology and cyber security related matters.

During the year under review, the Company had taken
following initiatives: -

a. The Company enabled “Firewall - Internet Security” with
features: Auto Failover, Content Filtering, Application
Filtering and VPN connectivity.

b. The Company enabled the AI based Endpoint hosted in
cloud for threat detection & prevention.

c. The Company implemented the cyber protect cloud
backup solution for end user data backup.

30. Risk Management

In accordance with the SEBI Listing Regulations, the Board
of Directors of the Company is responsible for framing,
implementing and monitoring the risk management plans
of the Company. The Company has a “Risk Management
Policy” to identify risks associated with the Company, assess
its impact and take appropriate corrective steps to minimize
the risks that may threaten the existence of the Company. The
Enterprise Risk Management (ERM) framework of the Company
is comprehensive and robust enough to respond against any
uncertainty. It has risk identification, analysis, evaluation and
treatment mechanism, material quality rechecks, retailer and
customer offers & loyalty programmes, sufficient inventory
levels to support production and meet demand, ensuring that
smallest factor of uncertainty present in any layer is identified,
evaluated and treated suitably.

Risk Management Committee (RMC) of the Company on half¬
yearly basis, reviews the risks, adequacy of risk mitigating
actions and identifies the new risks, takes strategic decisions
to ensure that organization successfully achieves the business
objectives and fulfils expectations of all its stakeholder.
During the year under review, a detailed presentation before
the Committee on risk management process was presented
highlighting the various risk including the strategy risk,
Business contingency risk, operational risk, financial risk,
liquidity risk, IT & cyber security risk, Compliance risk &
sustainability risk and the risk mitigation plan for addressing
the issues.

The Risk Management Policy of the Company has been
updated on the website: https://s3.amazonaws.com/luxs/
ckeditors/pictures/389/original/Risk Management Policy.
pdf.

31. Human Resources and Industrial Relation

During the year under review, the industrial relations remained
cordial and stable. The directors wish to place on record their
appreciation for the excellent cooperation received from the
employees at all levels.

32. Litigation

During the year under review, there were no outstanding
material litigations. Details of litigations/dispute are disclosed
in the financial statements.

33. Compliance with Secretarial Standards

The Company complies with all applicable mandatory
secretarial standards issued and mandated by the Institute of
Company Secretaries of India.

34. Particulars of Employees

As on March 31, 2025, total number of employees on the
records of the Company were 4055 as against 3364 in the
previous financial year.

Disclosure required in respect of employees of the Company,
in terms of provisions of Section 197 (12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as Annexure ‘J’ and forms part of Directors'' Report.

Directors place on record their appreciation for the significant
contribution made by all employees, who through their
competence, dedication, hard work, co-operation and
support, have enabled the Company to cross new milestones
on a continual basis.

35. Prevention of Sexual Harassment at workplace

In compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”) and Rules framed thereunder,
the Company has formulated and implemented a policy
on prevention, prohibition and redressal of complaints
related to sexual harassment of women at the work place
which is available on the website of the Company at
https://s3.amazonaws.com/luxs/ckeditors/pictures/453/
original/Policy on Sexual Harassment of women at
workplace 2023.pdf.

The Company is committed to providing a work environment
where every employee is treated with dignity, respect and
equality. We maintain a zero-tolerance policy towards sexual
harassment. Any act of sexual harassment invites serious
disciplinary action. An Internal Complaint Committee has
been set up.

Details of complaints received during the year under review
are as under:

a. Number of complaints filed during the financial year: NIL.

b. Number of complaints disposed off during the financial
year: NIL.

c. Number of complaints pending as on end of the financial
year: NIL.

36. Codes and Board Policies

The Company strives to conduct its business and strengthen
its relationships in a manner that is dignified, distinctive and
responsible. It adheres to highest ethical standards to ensure
integrity, transparency, independence and accountability in
dealing with its stakeholders. Accordingly, the following codes
and policies have been adopted by the Company:

¦ Code of Conduct

¦ Vigil Mechanism/Whistle Blower Policy

¦ Risk Management Policy

¦ Nomination and Remuneration Policy

¦ Related Party Transaction Policy

¦ Corporate Social Responsibility Policy

¦ Code of Internal Procedure and conduct to Prohibit
Insider Trading in Securities of Lux Industries Limited
(“Company”).

¦ Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)

¦ Policy on Preservation & Archival of Documents

¦ Policy on Disclosure of Materiality for Disclosure of Events

¦ Policy for Prevention of Sexual Harassment at Workplace

¦ Business Responsibility and Sustainability Policy

¦ Dividend Distribution Policy

¦ Policy on determining Material Subsidiaries.

¦ Health, Safety and Environment Policy

The Company has not approved any new policy during the
year, however the existing policies were amended and revised
by the board as required under Companies Act, 2013 and SEBI
Listing Regulations. The policies are reviewed and updated
periodically by the Board.

During the year board revised the following policies/Codes:

Name of the Policy	Summary of Key Changes	Web link (if any)
Dividend Additional point added regarding “Waiver/Forego of Distribution Policy right to receive Dividend”.		httDs://s3.amazonaws.com/luxs/ckeditors/ Dictures/535/orieinal/Lux Dividend
		Distribution Policv.Ddf
Nomination and Remuneration Policy	Amendments made on basis of suggestion made by Nomination and Remuneration Committee regarding performance evaluation criteria and remuneration for KMP and SMP of the Company	https://s3.amazonaws.com/luxs/ckeditors/ Dictures/590/orieinal/Nomination and Remuneration Policy new.pdf
Code of Insider Trading	The amendment made pursuant to regulatory changes, introducing more elaborated definitions and changes in functions of compliance officer and trading plans.	https://s3.amazonaws.com/luxs/ckeditors/ pictures/609/original/CODE OF INSIDER
		TRADING 25.pdf
Policy for Determining Material Subsidiary	The amendment made pursuant to regulatory changes, introducing more relevant definitions, compliances and governance framework.	https://s3.amazonaws.com/luxs/ckeditors/ pictures/5 88/original/Policv for
		determining Material Subsidiarv.pdf
Policy on preservation & Archival of Documents	The amendment made pursuant to regulatory changes, introducing detailed objective of the policy, relevant definitions and changes in disposal of documents.	https://s3.amazonaws.com/luxs/ckeditors/ p ict u res/586/origi na l/Policv on
		Preservation and Archival of Documents.
		pdf
Policy on determination of materiality	The amendment made pursuant to regulatory changes, introducing new timelines for disclosures of events and information and verification of market	https://s3.amazonaws.com/luxs/
		ckeditors/pictures/593/original/Policv for Determination of Materialitv for
	rumors pursuant to SEBI Regulation/Circulars.	Disclosure of events or information 25.pdf
RPT Policy	The amendment made pursuant to regulatory changes, introducing enhanced definitions, identification of related parties, review and approval of RPTs and ratification of RPTs.	https://s3.amazonaws.com/luxs/ckeditors/ pictures/587/original/RPT policv.pdf
Code of conduct of the company	The amendment made pursuant to regulatory changes, introducing more relevant definitions and	https://s3.amazonaws.com/luxs/ckeditors/ pictures/589/original/Code of Conduct.pdf
changes in general obligation and confidentiality part.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information	The amendment made pursuant to regulatory httDs://s3.amazonaws.com/luxs/ckeditors/ changes, introducing more relevant definitions. Dictures/610/orieinal/CODE OF FAIR DISCLOSURE OF UPSI UNDER SEBI PIT REGULATIONS 2015.Ddf

37. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be
disclosed under section 134(3)(m) of the Companies Act, 2013, are annexed hereto and forms part of this report as Annexure ‘L’.

38. Insurance

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other
assets and third parties.

39. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (‘Code’)

During the year under review, the Company has not submitted any application and there is no pending proceeding against it.

40. The details of difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof

Not Applicable.

41. Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company
by its customers, vendors, investors, business associates, banks, central government, state governments, government authorities,
employees and other stakeholders.

42. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a
part of this Report of the Directors:

Annexure	Particulars
Annexure - A	Annual Report on Corporate Social Responsibility (CSR) Activities
Annexure - B Annexure - C Annexure - D	Management Discission and Analysis Re-port Report on Corporate Governance Certi''ication by Managing Director and Chief Financial O^icer o: the Company
Annexure - E	Auditors'' Certificate on Corporate Governance
Annexure - F	Certificate of Non- Disqualification of Directors
Annexiie G Annexiie - Annexure -I	Particularso: contracts - anangements made with related parties in Form AOC 2 Secretarial Audit Report Business Responsibility & Sustainability Report -:''BRSR'';
Annexure -J Annexure -K Annexure -L	Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with rule 5-:''; o: the Companies (Appointment and Remuneration o: Managerial Personnel: Rules, 20''4 Statement containing salient features ex the financial statements ex Subsidiaries in Form AOC 1 Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

For and on behalf of the Board of Directors

Sd/-

Ashok Kumar Todi

Place: Kolkata Chairman

Date: May 23, 2025 DIN: 00053599

---

Mar 31, 2024

Your Directors are pleased to present the 29th Annual Report concerning the Company’s business and activities. Additionally, the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024 are also being presented.

1. Financial Highlights (C in Crores)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	2324.05	2371.11	2324.29	2381.80
Other Income	16.59	18.79	21.00	18.97
Total Revenue	2340.64	2389.90	2345.29	2400.77
Profit Before Tax	180.21	198.19	172.23	188.88
Tax Expense (Including Deferred Tax)	46.64	51.43	46.63	51.41
Profit after Tax	133.57	146.76	125.60	137.47

2. Operating & Financial Performance

The Company’s revenue stagnation around the level of previous year was creditable considering textile sector slowdown. The Company maintained a sustain performance and reported at standalone level a total revenue of 42,324.05 Crores for FY 2023-24, as compared to 42,371.11 Crores in the previous year. EBITDA remained at 4219.67 Crores in FY 202324, reflecting persistent operational efficiency, compared to 4236.29 Crores in the prior period. The Company achieved a stabilized PAT of 4133.57 Crores in FY 2023-24. Notably, efficient management of inventory, debtors and vendors resulted in substantial reduction in working capital days from 176 to 161, underscoring enhanced operational effectiveness.

Recognized as the No.1 Indian innerwear company in terms of volume, the Company has achieved significant milestones and impressive growth across its various brands. The menswear brands GenX, Lux Venus and Lux Cozi experienced a remarkable year-on-year volume growth of ~48%, ~15% and ~5% respectively. Meanwhile, the womenswear brand ‘Lyra’ delivered consistent volume growth of around ~11% year-on-year. Lux Karishma and Lux Classic, also saw an impressive volume growth of around 30% and 12% year-on-year respectively.

Due to a decline in the average selling price, driven by falling raw material prices, particularly in yarn, the Company has passed on the benefits to its customers, enhancing its value proposition. These raw material prices have now stabilized,

ensuring consistent cost advantages for consumers in coming quarters. During the year under review, the Company onboarded Surya Kumar Yadav and Urvashi Rautela as the brand ambassadors for ‘GenX.’

Lux has diversified from its origins as a men’s innerwear brand to include women’s wear, kids’ wear, athleisure, and winter wear. Currently, the innerwear segment accounts for approximately 70 % of the Company’s revenue. Recently, the Company has made its maiden entry in the rainwear market under the ‘Lux Venus’ brand with the tagline “Bheegna Mana Hail”. This strategic move aims to make Lux, relevant across all seasons, diversify the Company’s product offerings and explore new market opportunities. Furthermore, the Company has launched its women’s wear economy segment through the introduction of ‘Lux Venus Her,’ catering to the growing demand in this sector. A significant growth driver for the Company is the women’s segment, benefiting from factors like more women entering the workforce, rising disposable incomes, and greater brand awareness.

Lux Cozi, the renowned brand has launched its new range of premium products, “Lux Cozi Boyz” curated for the kids of 3 to 14 years of age. It has made a wide-spread presence in the market with its excellent quality outerwear and innerwear products made of 100% cotton. The outerwear products include t-shirt, half pant & track pant & the innerwear product range includes white & colour vests, plain & printed briefs & boxers designed especially for the kids that renders ultimate comfort & coziness.

During the financial year 2023-24, the Company completed its project of setting up a manufacturing and warehousing facility and commenced commercial operations on January 31, 2024 at Jagadishpur, West Bengal Hosiery Park. The 4.50 Lakh square feet ‘State-of-the-Art’ facility is spread over 5 acres of land of which 20-30% shall be used for manufacturing and balance for warehousing, storage, and finishing facilities. This facility is expected to cater to the rising demand of the Company’s products, and in line with the Company’s commitment towards fostering sustainable growth. The Facility is strategically designed to optimize workflow, reducing the need for vertical movement between different stages of manufacturing process and dependency on third party production.

All factories operated efficiently throughout the year, with adequate safety measures and processes consistently adhered to and continuously improved across all sites. During the year under review, there has been no change in the nature of the business.

3. Performance of Subsidiary Company Artimas Fashions Private Limited

During the year under review, Artimas Fashions Private Limited has reported 417.40 Crores as Revenue from operations. The Total Income for the current financial year was 421.81 Crores as compared to 424.91 Crores in the previous financial year.

4. Dividend

Over the years, Lux has consistently followed a policy of paying dividend, keeping in mind the cash-generating capacities, the expected capital needs of business and strategic considerations. The Company recommended/ declared dividend as under:

Type of Dividend	Dividend Per Share in 4
	Financial Year 2023-24	Financial Year 2022-23
Interim Dividend	Nil	Nil
Final Dividend	2.00*	5.00
Total Dividend	2.00	5.00

Recommended by the Board or Directors at its meeting neia on 30th May, 2024 for financial year 2023-24. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

Further, the Promoters and Promoter group has waived their right to receive dividend for the financial year 202324 to reserve the resources for future expansion while rewarding public shareholders. The necessary amendment to this effect will be carried out in the Article of Association of the Company with the approval of shareholders in the ensuing Annual General Meeting.

Dividend Distribution Policy

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Board of Directors of the Company has adopted a Dividend Distribution Policy which is annexed as “Annexure- A” to this report and the updated Dividend Distribution Policy is available on the website of the Company i.e https://s3.amazonaws.com/luxs/ckeditors/pictures/535/ original/Lux Dividend Distribution Policy.pdf

5. Capex and Liquidity

During the financial year 2023-24, the Company incurred 4 55 Crores on account of capital expenditure out of its internal accrual for acquiring Fixed Assets employed in the operations, enhancing production and storage capacity at Hosiery Park project in West Bengal.

Your Company has sufficient cash to meet its operations and strategic objectives. The borrowings have decreased from 4206 Crores as on March 31, 2023 to 4150 Crores as on March 31, 2024. The balance funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds, leading to increase in treasury by ~4127 Crores.

6. Material Changes and Commitments

No material changes and commitments have occurred from the date of the close of the financial year, to which the financial statements relates, till the date of this Report, which affects the financial position of the Company.

7. Significant & Material Orders

No significant and material order has been passed by any Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future during the financial year under review.

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this report.

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary is given in Form AOC-1 and annexed as Annexure- “L”.

9. Share Capital

The paid-up share capital of the Company stood at 46,26,35,362 as at March 31, 2024 comprising of 3,00,71,681 equity shares of 42/- each (plus forfeited share capital amounting 424,92,000).

During the year under review, there was no change in the Share Capital of the Company.

10. Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the financial year under review.

11. Transfer to Investor Education and Protection Fund

During the financial year, 2023-2024 the Company has transferred unpaid/unclaimed dividend, amounting to 773,507 (which includes interim dividend and final dividend declared for the financial year 2015-16) to the Investor Education and Protection Fund (IEPF) of the Central Government of India. The details of the shares transferred, if any, to IEPF account is available on the Company’s Website- https:// s3.amazonaws.com/luxs/ckeditors/pictures/445/original/ List of Shareholders whose shares were transfered to IEPF in the F.Y 2023-2024.pdf

The dividend which was declared for the year ended March 31, 2017 at the Annual General Meeting held on September 21, 2017, which remains unclaimed, will be transferred to the IEPF by October, 2024 pursuant to the provisions of the section 124 and 125 of the Companies Act, 2013. Thereafter, no claim shall lie on the Company for these unclaimed dividends. Shareholders will have to make their claim with the IEPF Authority following the appropriate rules in this regard.

Further, the equity shares corresponding to the dividend which remained unclaimed for seven consecutive years, will be also transferred to the Demat account of the IEPF Authority. Individual notices and necessary newspaper publication will be made in this regard.

In compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting Audit, Transfer and Refund) Rules, 2017, 1020 Equity shares in respect of 5 folios which remained unclaimed for seven consecutive years were transferred to the IEPF Authority during FY 2023-24. Individual notices to concerned shareholder(s) were served and advertisement in newspapers were published by the Company in this regard.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at [e-mail] or to the Company’s Registrar and Transfer Agent, KFin Technologies Limited at [e-mail] or at their address at KFin Technologies Limited, Unit: Lux Industries Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda,

Serilingampally Mandal, Hyderabad 500032. Members can find the details of the Nodal officer appointed by the Company under the provisions of IEPF at https://www.luxinnerwear. com/investor-contacts.

List of shareholders whose dividend remained unclaimed till date of ensuing AGM will be uploaded on the website of the Company https://www.luxinnerwear.com/ under heading ‘Investors’ Section.

12. Deposits

Your Company has not accepted deposits from the public, hence, there is no opening balances of Deposits. Further, your Company has also not accepted any Deposits during the financial year 2023-24 and no principal or interest were outstanding as on March 31, 2024 as per the provisions of the Companies Act, 2013 and the Rules made thereunder.

13. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilized by the recipient are provided in the Standalone Financial Statement. (Refer Note 37 to the Standalone Financial Statement).

The Corporate Guarantee given by the Company in favour of bank to secure the credit facility of its subsidiary, Artimas Fashions Private Limited was discharged with effect from August 07, 2023.

14. Internal Financial Control System and their adequacy

Your Company has established guidelines and procedures that facilitate adequate internal financial control system (including internal financial control system) throughout the Company. The details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis, which forms part of this Report.

15. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013, read with rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee (the “CSR Committee”) for monitoring and overseeing the CSR initiatives. The composition of the Committee is given in the Corporate Governance Report forming part of the Annual Report. Lux undertakes CSR initiatives both directly and as well as through Lux Foundation.

This year, Company’s CSR initiatives were based primarily towards: -

• Healthcare

• Promotion of Education to underprivileged and tribal children including Children with special needs.

• Promotion of Sports

• Social Welfare of Socially and economically backward group

• Animal Welfare

• Ensuring Environmental Sustainability

• Promotion of Art and Culture

During the year under review, the Company has spent an amount of 76.43 Crores towards the CSR obligation. An amount of 70.45 Crores were transferred to Unspent CSR A/c for the FY 2023-24. The CSR Policy may be accessed on the Company’s website at the link: http://s3.amazonaws.com/luxs/ckeditors/ pictures/95/original/CSR Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure ‘B’ forming part of this Report.

16. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report for the year 2023-24 is annexed as Annexure ‘C’ forming part of this Report.

17. Corporate Governance

The Company is committed to uphold good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Secretarial Auditor of the Company confirming compliance is set out in Annexure ‘D’ and Annexure ‘F’ respectively forming part of this report.

18. Managing Director and Chief Financial Officer Certification

As required under Part B of Schedule II read with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certification on the accounts of the Company by Mr. Pradip Kumar Todi, Managing Director and Mr. Ajay Nagar, Chief Financial Officer is provided in the Annexure ‘E’ of this Annual report. Further, a declaration on the Code of Conduct is included in this annexure.

19. Directors, Key Managerial Personnel (KMP) & Senior Managerial Personnel (SMP)

As of March 31, 2024, the Board comprised of twelve directors, six

of whom were independent directors, including two independent woman directors. The Chairman of the Board and the Managing Director were held by different individuals, both being Executive Directors. The details of the composition of the Board of Directors has been provided in the Corporate Governance Report forming part of this Annual Report. The profile of all director as on date are available on the Company’s website at https://www. luxinnerwear.com/management/board-of-directors.

During the year under review, the Members approved the following re-appointment of Directors:

a. Mr. Rahul Kumar Todi (DIN: 00054279) and Mr. Saket Todi (DIN: 02821380), who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 and were reappointed as a director.

b. Mrs. Rusha Mitra (DIN: 08402204) was re-appointed as an Independent Director of the Company for the second term of five years effective from March 29, 2024.

Further, the second and final term of appointment of Mr. Nandanandan Mishra (DIN: 00031342), Mr. Kamal Kishore Agarwal (DIN: 01433255), and Mr. Snehasish Ganguly (DIN: 01739432) as Non- executive Independent Directors of the Company expired at the close of business hours on March 31, 2024 and they ceased to be Directors of the Company. The Board of Directors and the Management of the Company expressed their deep sense of appreciation and gratitude for their extensive contribution and stewardship.

The Board of Directors of the Company in its meeting held on March 30, 2024, and based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Kumud Chandra Paricha Patnaik (DIN: 09696281), Mr. Sadhu Ram Bansal (DIN: 06471984) and Mrs. Shashi Sharma (DIN: 02904948) as Additional Directors in the category of Non-Executive - Independent Director of the Company for a term of 3 (three) consecutive years each, with effect from April 01, 2024. Pursuant to the Regulation 17(1)(C), the Company has sought the consent of the members through postal ballot process the details of which are available on the website of the Company. Apart from the above, there were no other changes in the Board members during the period under review.

As required under Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations the Certificate on Nondisqualification of Directors by M/s MR & Associates, Practicing Company Secretary confirmed that none of the director on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority is annexed as Annexure ‘G’ to the Board’s Report.

• As on March 31, 2024, the Key Managerial Personnel (KMP) of the Company in compliance with the provision of section 203 of the Companies Act, 2013 are as under: -

Sl No.	Name of the KMP	Designation
1.	Mr. Ashok Kumar Todi	Chairman and Whole-time Director
2.	Mr. Pradip Kumar Todi	Managing Director
3.	Mr. Navin Kumar Todi	Executive Director
4.	Mr. Rahul Kumar Todi	Executive Director
5.	Mr. Saket Todi	Executive Director
6.	Mr. Udit Todi	Executive Director
7.	Mr. Ajay Nagar*@	Chief Financial Officer
8.	Mrs. Smita Mishra@	Company Secretary & Compliance Officer

*With effect from May 30,2023.

@ Along with being the Key Managerial Personnel (KMP)they are also designated Senior Managerial Personnel(SMP) of the Company

• The details of the Senior Managerial Personnel (SMPs) of the Company as on March 31, 2024, are provided in the Corporate Governance Report forming part of this report.

a. Retirement by Rotation

Mr. Ashok Kumar Todi (DIN: 00053599), Chairman & Whole-time Director and Mr. Udit Todi (DIN: 02017579), Executive Director of the Company, are liable to retire by rotation and, being eligible, offer themselves for reappointment in accordance to section 152(6) of the Companies Act, 2013, at the ensuing Annual General Meeting of the Company.

b. Reappointment of Managing Director on completion of tenure

The present tenure of appointment of Mr. Pradip Kumar Todi (DIN: 00246268) as Managing Director of the Company will end on September 27, 2024, and a resolution seeking approval of the members of the Company for his re-appointment will be placed at the ensuing Annual General Meeting of the Company.

c. Declarations from Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

d. Familiarization Program

The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, https://luxs.s3.amazonaws.com/uploadpdf/ upload pdf/Cgovernance/id 02.pdf. The Directors are also explained in detail, the various declarations/ affirmations required from him/her as an Independent Director under various provision of Companies Act, 2013, and such other rules and regulations.

e. Board Evaluation

Pursuant to the provisions of section 178 of Companies Act, 2013 and Regulation 17 and 19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has evaluated its own performance, the performance of individual directors and its Committees. The manner of the evaluation has been explained in Nomination & Remuneration Policy in the Corporate Governance Report.

The Board of Directors conducted its annual evaluation of its own performance, the performance of its committees, and individual directors, in accordance with the provisions of the Act and SEBI Listing Regulations.

The Board’s performance was assessed based on inputs from all directors, considering criteria such as board composition and structure, the effectiveness of board processes, information flow, and overall functioning.

Similarly, the performance of the committees was evaluated by the Board, with input from committee members, using criteria like committee composition and the effectiveness of committee meetings.

These criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. Additionally, in a separate meeting of Independent Directors held on January 31, 2024, the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was assessed, taking into account the views of executive and non-executive directors.

The Board and the Nomination and Remuneration

Committee reviewed individual directors’ performance based on criteria such as their contributions to board and committee meetings, preparedness on issues discussed, and the meaningful and constructive inputs provided during meetings.

Following the meetings of the independent directors and the Nomination and Remuneration Committee, the Board discussed the performance evaluations of the Board, its Committees, and individual directors. The evaluation of independent directors was conducted by the entire Board, excluding the independent director being evaluated.

f. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The salient features of the Nomination and Remuneration Policy is stated in the Corporate Governance Report and has also been posted on the Company’s website: https://s3.amazonaws.com/luxs/ ckeditors/pictures/484/original/Nomination and Remuneration Policy.pdf

g. Meetings

During the year under review, six Board Meetings were convened and held. The details of meetings of the Board is provided in the Corporate Governance Report, which is a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

h. Committees

The following are the details of the Committees as on March 31, 2024:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder’s Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Committee of Directors

• Share Transfer Committee

• Internal Complaints Committee/Complaint Redressal Committee

• Oversight & Impact Assessment Committee (w.e.f. November 22, 2023)

The composition of statutory Committees, their respective roles and responsibilities are provided in detail in the Corporate Governance Report.

i. Board Procedure:

The Board of Directors meets from time to time to transact the business in respect of which the Board’s attention is considered necessary. The Board meets at least once in each quarter, which is scheduled in advance. There is a well-laid procedure to circulate detailed agenda papers to the Directors before each meeting and in exceptional cases these are tabled. The Directors discuss and express their views freely and seek clarifications on items of business taken up in the meetings. The discussions are held transparently. Various decisions emanating from such meetings are implemented to streamline the systems and procedures followed by the Company.

The Board regularly reviews the strategic, operational policy and financial matters of the Company. The Board has also delegated its powers to the Committees. The Board reviews the compliance of the applicable laws in the meeting. The Budget for the financial year is discussed with the Board at the commencement of the financial year and the comparison of the quarterly/ annual performance of the Company vis-a-vis the budgets are presented to the Board before taking on record the quarterly/ annual financial results of the Company. The requisite information as required is provided to the Board.

The information as specified in Regulation 17(7) of Listing Regulations is regularly made available to the Board.

20. Director’s Responsibility Statement

Pursuant to the requirement under section 134(3)(c) and

134(5) of the Companies Act, 2013, the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual accounts of the Company have been prepared on a ‘going concern basis’;

e. that proper internal financial controls are in place and that the financial controls are adequate and operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large during the year under review.

All the related party transactions were reviewed by the Audit Committee. There was no contract, arrangement or transaction entered during financial year 2023-24 that fall under the scope of first proviso to Section 188(1) of the Companies Act, 2013. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure -H to the Board’s report.

The Policy as per SEBI (LODR) Regulations, 2015 is available on the website of the Company and can be accessed at http:// s3.amazonaws.com/luxs/ckeditors/pictures/345/original/ RPT for website.pdf. Further as required under Para A of Schedule V of Listing Regulations following promoters are holding more than 10% of shareholding as on 31st March, 2024 with whom transactions were held by the Company:

1. Mr. Ashok Kumar Todi

2. Mr. Pradip Kumar Todi

3. Mrs. Prabha Devi Todi

4. Mrs. Bimla Devi Todi

Disclosure of transaction with the above-mentioned promoters is provided in Note no. 32 to the Standalone Financial Statement.

22. Subsidiaries, Associate and Joint Ventures Companies

The Company has one subsidiary i.e. Artimas Fashions Private

Limited (Unlisted Private Limited Company). Further the Company does not have any associates and there were no joint ventures entered into by the Company.

23. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177(9) of the Companies Act, 2013 and Regulation 22 of Listing Regulations, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing.

The Whistle Blower Policy also provides employees to report instances of leak of unpublished price sensitive information as required under sub-regulation 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015. It protects employees wishing to raise a concern about serious irregularities within the Company.

A quarterly report with the number of complaints, if any, received under the Policy and their outcome is placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the Company’s website: - http://s3.amazonaws. com/luxs/ckeditors/pictures/391/original/Whistle Blower Policy.pdf

24. Auditors & Audit Reports

i. Statutory Auditors:

Your Company at its 27th Annual General Meeting held on September 20, 2022 had reappointed M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E) as Statutory Auditors of the Company for the second term of five consecutive years i.e., from the conclusion of the 27th AGM until the conclusion of the 32nd AGM of the Company to be held in the year of 2027 at a remuneration as may be fixed by the Board of Directors and Audit Committee as mutually agreed with Auditors. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E) Statutory Auditors of the Company have submitted their Independent Auditor’s report on the Financial Statements of the Company for the year ended on March 31, 2024.

The Auditors’ Report on the Financial Statements of the Company for the year ended March 31, 2024 does not contain any qualifications, reservations or adverse remarks. The Auditor’s Report is enclosed with the Financial Statements and forms part of the Annual Report.

ii. Secretarial Auditors and Secretarial Audit Report:

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s MR & Associates, Practicing Company Secretaries, Kolkata to undertake the Secretarial Audit of the Company. The Secretarial Auditors’ Report of the Company for the year ended March 31, 2024 does not contain any qualifications, reservations or adverse remarks hence do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013. The report is annexed as Annexure ‘I’.

iii. Internal Auditor:

Ernst & Young LLP (EY), were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2023-24 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor quarterly.

iv. Cost Audit and Cost Records:

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records and cost audit are not applicable to the Company.

v. Fraud

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in this Annual Report.

25. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations’) on prevention of insider trading, the Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

The Code of Internal Procedure and Conduct to Prohibit Insider Trading is available on the website of the Company - https:// s3.amazonaws.com/luxs/ckeditors/pictures/259/original/ Lux Insider trading Code v5 09082022.pdf and the Code of practices and procedures of fair disclosures of unpublished price sensitive information (UPSI) is available on the website of the Company - https://s3.amazonaws.com/luxs/ckeditors/

pictures/234/original/Code of Practices and procedure of Fair Disclosure.pdf

26. Credit Ratings

During Financial Year 2023-24 under review, Acuite Ratings & Research Limited (previously known as SMERA Ratings Limited) has reaffirmed/downgraded the following rating without any enhancement in the limit in the long-term Bank facilities: -

27. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website at the link https://s3.amazonaws.com/ luxs/ckeditors/pictures/537/original/Draft MGT-7.pdf

28. Business Responsibility and Sustainability Report

Your Company contributes towards sustainable development and fulfills its social, environmental, and economical responsibilities, creating a long-lasting value for all stakeholders. The Company is committed to maintain highest standards of ethics in all spheres of its business activities.

In compliance with regulation 34(2)(f) of Listing Regulations and relevant SEBI Circulars issued in this regard, the Business Responsibility & Sustainability Report (BRSR) is annexed as Annexure ‘J’.

29. Cyber Security

Your Company has a structured framework for Cyber Security. The Risk Management Committee ensures the overall responsibility for oversight of cybersecurity frameworks. The Chief Information Officer (“CIO”) of the Company is responsible for the information technology and cyber security related matters.

During the year under review, the Company had taken following initiatives: -

a. The Company enabled the AI based Endpoint hosted in cloud for threat detection & prevention.

b. The Company implemented the cyber protect cloud backup solution for end user data backup.

c. The Company’s SAP, financial and HR applications, are

Ratings	Amount	Category	Remarks
ACUITE AA	464.18	Long-Term	Downgraded
(Stable)		Bank Facilities
ACUITE A1	1.50	Short Term	Reaffirmed
		Instruments

in fully secured private cloud and being monitored on regular basis.

30. Risk Management

In accordance with the SEBI Listing Regulations, the Board of Directors of the Company is responsible for framing, implementing and monitoring the risk management plans of the Company. The Company has a “Risk Management Policy” to identify risks associated with the Company, assess its impact and take appropriate corrective steps to minimize the risks that may threaten the existence of the Company. The Enterprise Risk Management (ERM) framework of the Company is comprehensive and robust enough to respond against any uncertainty. It has risk identification, analysis, evaluation and treatment mechanism, ensuring that smallest factor of uncertainty present in any layer is identified, evaluated and treated suitably.

Risk Management Committee (RMC) of the Company on halfyearly basis, reviews the risks, adequacy of risk mitigating actions and identifies the new risks, takes strategic decisions to ensure that organization successfully achieves the business objectives and fulfils expectations of all its stakeholder. During the year under review, a detailed presentation before the Committee on risk management process was presented highlighting the various risk including the strategy risk, Business contingency risk, operational risk, financial risk, liquidity risk, IT & cyber security risk, Compliance risk & sustainability risk and the risk mitigation plan for addressing the issues.

The Risk Management Policy of the Company has been updated on the website: http://s3.amazonaws.com/luxs/ckeditors/ pictures/389/original/Risk Management Policy.pdf

31. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

32. Litigation

During the year under review, there were no outstanding material litigations. Details of litigations/dispute are disclosed in the financial statements.

33. Compliance with Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

34. Particulars of Employees

As on March 31, 2024, total number of employees on the

records of the Company were 3364 as against 3055 in the previous financial year.

Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- K and forms part of Directors’ Report.

Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support, have enabled the Company to cross new milestones on a continual basis.

35. Prevention of Sexual Harassment at workplace

In compliance with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace which is available on the website of the Company at https://s3.amazonaws. com/luxs/ckeditors/pictures/453/original/Policy on Sexual Harassment of women at workplace 2023.pdf.

The Company is committed to providing a work environment where every employee is treated with dignity, respect and equality. We maintain a zero-tolerance policy towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. An Internal Complaints Committee has been set up.

Details of complaints received during the year under review are as under:

a. Number of complaints filed during the financial year: NIL.

b. Number of complaints disposed of during the financial year: NIL.

c. Number of complaints pending as on end of the financial year: NIL.

36. Codes and Board Policies

The Company strives to conduct its business and strengthen its relationships in a manner that is dignified, distinctive and responsible. It adheres to highest ethical standards to ensure integrity, transparency, independence and accountability in dealing with its stakeholders. Accordingly, the following codes and policies have been adopted by the Company:

• Code of Conduct

• Vigil Mechanism/Whistle Blower Policy

• Risk Management Policy	• Business Responsibility and Sustainability Policy
• Nomination and Remuneration Policy	• Dividend Distribution Policy
• Related Party Transaction Policy	• Policy on determining Material Subsidiaries.
• Corporate Social Responsibility Policy	• Health, Safety and Environment Policy
• Code of Internal Procedure and conduct to Prohibit Insider	The Company has not approved any new policy during
Trading in Securities of Lux Industries Limited (“Company”).	the year, however the existing policies were amended and
• Code of Practices and Procedures for Fair Disclosure of	revised by the board as required under Companies Act, 2013
Unpublished Price Sensitive Information (UPSI)	and SEBI (Listing Obligations and Disclosures Requirements)
	Regulations, 2015. The policies are reviewed and updated
• Policy on Preservation of documents/Archival Policy	periodically by the Board.
• Policy on Disclosure of Materiality for Disclosure of Events
	During the year, the board revised the following policies/
• Policy for Prevention of Sexual Harassment at Workplace	Codes:

During the year board revised the following policies/Codes:

Name of the Policy	Summary of Key Changes	Web link (if any)
Nomination and Remuneration Policy	The Performance evaluation process and criteria for evaluation of Board, KMP and SMP of the Company that may be considered by the Nomination and Remuneration Committee was added.	https://s3.amazonaws.com/luxs/ckeditors/
		pictures/484/original/Nomination and Remuneration Policy.pdf
Policy for determining Material Subsidiary	The definitions and the amendment pursuant to regulatory changes were made.	https://s3.amazonaws.com/luxs/ckeditors/
		pictures/496/original/New Policy for determining Material Subsidiary.pdf
Business Responsibility and Sustainability Policy	The Business Responsibility policy was updated pursuant to changes in the SEBI Regulations and in alignment with the NGRBC.	https://s3.amazonaws.com/luxs/ckeditors/
		pictures/373/original/BUSINESS RESPONSIBILITY
		AND SUSTAINABILITY POLICY.pdf
Code of Conduct	The definitions and the amendment pursuant to regulatory changes were made. The scope in relation to the SMPs was reviewed. The format of Annual confirmation of adherence of Code was added.	https://s3.amazonaws.com/luxs/ckeditors/
		pictures/497/original/Code of Conduct v2.pdf
Policy on determination of materiality	The amendment pursuant to regulatory changes were made, introducing the materiality threshold and list of material events/information pursuant to SEBI Regulation/Circulars.	https://s3.amazonaws.com/luxs/ckeditors/
		pictures/443/original/Lux Materiality Policy1.pdf
Policy of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013	The Policy was amended in line with the reconstitution of the Internal Complaints Committee/ Complaint Redressal Committee of the Company.	https://s3.amazonaws.com/luxs/ckeditors/
		pictures/453/original/Policy on Sexual
		Harassment of women at workplace 2023.pdf

37. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed hereto and forms part of this report as Annexure ‘M’.

38. Insurance

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.

39. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (‘Code’):

During the year under review, the Company has not submitted any application and there is no pending proceeding against it.

40. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable.

41. Other Disclosure

The Securities and Exchange Board of India (SEBI) had conducted a probe and issued an ex-parte order on January 24, 2022 wherein 14 entities, including Mr. Udit Todi, Executive Director of the Company were restrained from accessing securities markets. The said order was further modified by SEBI on May 27, 2022 and allowed all the entities, including Mr. Udit Todi, Executive Director of Lux Industries Limited, to deal in all securities except in the scrip of Lux.

SEBI has exonerated Mr. Udit Todi and concluded vide its order no. WTM/AS/IVD/ID1/29740/2023-24 dated November 6, 2023, that “the directions issued vide the interim order dated January 24, 2022, which were confirmed with modifications vide order dated May 27, 2022, against the Entities are revoked with immediate effect” and accordingly the interim and confirmatory orders stand revoked.

42. Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the

Company by its customers, vendors, investors, business associates, banks, central government, state governments, government authorities, employees and other stakeholders.

43. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure	Particulars
Annexure - A	Dividend Distribution Policy
Annexure - B	Annual Report on Corporate Social Responsibility (CSR) Activities
Annexure - C	Management Discussion and Analysis Report
Annexure - D	Report on Corporate Governance
Annexure - E	Certification by Managing Director and Chief Financial Officer (CFO) of the Company
Annexure - F	Auditors’ Certificate on Corporate Governance
Annexure - G	Certificate of Non- Disqualification of Directors
Annexure-H	Particulars of contracts / arrangements made with related parties in Form AOC-2
Annexure-I	Secretarial Audit Report
Annexure -J	Business Responsibility & Sustainability Report (‘BRSR’)
Annexure -K	Details pertaining to remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Annexure -L	Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1
Annexure -M	Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

For and on behalf of the Board of Directors

Sd/-

Ashok Kumar Todi

Place: Kolkata Chairman

Date: May 30, 2024 DIN: 00053599

---

Mar 31, 2023

Your Directors are pleased to present the 28th Annual Report concerning the Company''s business and activities. Additionally, the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023 are also being presented.

1. Financial Highlights (Rs. in Crores)
Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	2367.97	2273.00	2378.66	2295.88
Other Income	18.79	16.99	18.97	17.04
Total Revenue	2386.76	2289.99	2397.63	2312.92
Profit Before Tax	198.19	459.27	188.88	455.92
Tax Expense (Including Deferred Tax)	51.43	117.88	51.41	117.86
Profit after Tax	146.76	341.39	137.47	338.06

2. Operating & Financial Performance

Despite facing headwinds such as a global recession, the Russia-Ukraine war, volatility in raw material prices, high inflation rates, and increase in Covid-19 cases in many countries, your Company has reported identical numbers this year. The Company''s total revenue for the current Financial Year 2022-23 is C2398 crores, compared to C2313 crores in the previous Financial Year 2021-22. Moreover, the Company''s EBITDA and PAT for the current Financial Year are C233 crores and C137 crores, respectively, whereas they were C490 crores and C338 crores in the previous Financial Year. The Company''s profitability was significantly impacted by the volatility in raw material prices. However, to maintain stability in pricing and diversify the supply chain, the Company has strengthened its relationship with suppliers and negotiated long-term contracts with multiple suppliers for raw materials.

We are grateful that our Company had a satisfactory performance in 2022-23, and we are optimistic that by product differentiation through branding, celebrity endorsements and enhanced quality 2023-24 will be a better year.

Lux, being one of the biggest players in the branded innerwear industry, had been proactive about the changing consumer-preferences and is responding by creating innovative and trendy product lines and maintaining a healthy balance between offline and online channels. Company is expanding its e-commerce presence and has partnered with top e-commerce companies such as Amazon, Flipkart, Myntra and Ajio and is currently shipping more than 4,000 orders daily. Going forward, the Company aims to generate about C100 crores of top line coming in from the online channel.

The innerwear garments industry has few leaders and the Company stands out amongst them with its expansion-distribution network consisting of 19 warehouses in 12 states, 2 lakh multi brand stores and 9 EBOs (Exclusive Brand Outlets), 1170 dealers'' network and 11 Depots driving faster distribution in India. The export network of 46 countries has expanded significantly, with the inclusion of 24 new countries over the past 5 years and the ambitious goal is to target a total of 60 countries by 2025.

As the Company has expanded beyond its origins as an innerwear-only manufacturer and diversified into athleisure and outwear, entered the southern region of India, and broadened its product range to include women''s innerwear and outerwear, as well as children''s clothing, it has become a well-rounded player in the market. The Company has also recognized the potential of the women''s wear market segment and has made a deliberate effort to expand its presence in this space. This has been achieved through a combination of strategies, including leveraging e-commerce platforms and other disruptive channels. The Company actively engages in and makes contributions to various industry-level research and development (R&D) initiatives, including the initiatives taken by Hosiery association. However, there is no specific allocation of funds dedicated to these initiatives. The Company recognizes the importance of investing in automated equipments over standard equipments that improves efficiency of our operations and has invested C17 crores on advanced machinery from Italy, Germany, and Singapore.

The Company is achieving new heights by strengthening its brand with the support of brand ambassadors such as Vijay Deverakonda, Jacqueline Fernandez, Salman Khan, Sourav Ganguly, Virat Kohli, Varun Dhawan, Boman Irani, and Taapsee Pannu. Furthermore, the Company is expanding into the premium market with ONE8, which has independent and dedicated manufacturing facilities and the backing of Virat Kohli. Additionally, it has sponsored the KKR team in the IPL to increase the brand''s global visibility and reputation. The Company allocates an average of 8% of its revenues to branding initiatives, with a return of C12.74 for every rupee spent on advertising and publicity. Also, Company is expanding women''s wear segment into a complete range including inner wear and athleisure through its brand ''Lyra.''

Company has taken a multi-faceted approach to achieve success. By focusing on brand building activities, the Company has been able to strengthen its product portfolio and differentiate itself from competitors. Additionally, by implementing the latest technology in manufacturing processes, the Company is likely able to produce goods more efficiently and effectively than competitors, which can help lower costs and improve product quality. On the supply chain side, the Company''s large distribution network is a

core strength that likely allows it to reach customers quickly and efficiently. This can help the Company respond to changes in demand and minimize inventory costs.

All factories worked efficiently during the year. Safety measures and processes have been installed and improved upon at all factories and work sites.

During the year under review, there has been no change in the nature of business.

3. Performance of Subsidiary Company Artimas Fashions Private Limited

During the year under review, Artimas Fashions Private Limited has captured good market segment under the brand name of One8- Brand of Indian Cricket Team''s Former Captain Virat Kohli and has reported de-growth of 4% in its Revenue. The Total Income for the current financial year was C24.90 crores as compared to C26.02 crores in the previous financial year.

4. Dividend

Over the years, Lux has consistently followed a policy of paying high dividend, keeping in mind the cashgenerating capacities, the expected capital needs of business and strategic considerations. The Company recommended/ declared dividend as under:

	Financial Year	Financial Year
Type of Dividend	2022-23	2021-22
	Divdend Per	Dividend Per
	Share in C	Share in C
Interim Dividend	Nil	12.00
Final Dividend	5.00*	-
Total Dividend	5.00*	12.00

* Recommended by the Board of Directors at its meeting held on May 30, 2023 for Financial year 2022-23. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

Dividend Distribution Policy

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''Listing Regulations'') the Board of Directors of the Company has adopted a Dividend Distribution Policy which is annexed as "Annexure-A" to this report and is also available on the website of the Company i.e. http://s3.amazonaws.com/ luxs/ckeditors/pictures/356/original/Dividend_ Distribution_Policy.pdf

5. Capex and Liquidity

During the financial year 2022-23, the Company projected to invest 150 crores for enhancing production and storage capacity at Ludhiana along with the ongoing capital expenditures in its Hosiery Park project in West Bengal. With improved mechanical equipment and a scientific approach in operations, the Company aims for more flexibility in terms of capacity according to market demand.

Your Company has sufficient cash to meet its operations and strategic objectives. Net borrowings have decreased from 1205 Crores as on March 31, 2022 to 1114 Crores as on March 31, 2023. The balance funds have been invested in deposits with banks, highly rated financial institutions and debt schemes of mutual funds.

6. Material Changes and Commitments

No material changes and commitments have occurred from the date of the close of the financial year, to which the financial statements relate, till the date of this Report, which affects the financial position of the Company.

7. Significant & Material Orders

No significant and material orders has been passed by any Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future during the financial year under review.

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this report.

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 and annexed as Annexure- “L".

9. Share Capital

The paid-up share capital of the Company stood at 16,26,35,362 as at March 31, 2023 comprising of 3,00,71,681 equity shares of 12/- each (plus forfeited share capital amounting 124,92,000).

During the year under review, there was no change in the Share Capital of the Company.

10. Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the financial year under review.

11. Transfer to Investor Education and Protection Fund

During the financial year under review, the Company has transferred unpaid/unclaimed dividend, amounting to 178,780/- for Financial Year 2014-15 to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

Further the unpaid/unclaimed dividend, amounting to 156,970 in relation to interim dividend declared in financial year 2015-16 has been transferred to IEPF in May, 2023.

Dividend which was declared for the year ended March 31, 2016 at the Annual General Meeting held on September 27, 2016, which remains unclaimed, will be transferred to the IEPF by November, 2023 pursuant to the provisions of the section 124 and 125 of the Companies Act, 2013. Thereafter, no claim shall lie on the Company for these unclaimed dividends. Shareholders will have to make their claim with the IEPF Authority following the appropriate rules in this regard.

Further, the equity shares corresponding to the dividend which remained unclaimed for seven consecutive years, will be also transferred to the Demat account of the IEPF Authority. Individual notices and necessary newspaper publication will be made in this regard.

5 Equity shares in respect of 1 folio corresponding to the dividend for the year ended on March 31, 2015 which remained unclaimed for seven consecutive years were transferred to the IEPF Authority in compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting Audit, Transfer and Refund) Rules, 2017. Individual notices to concerned shareholder(s) were served and advertisement in newspapers were published by the Company in this regard.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at investors@luxinnerwear. com or to the Company''s Registrar and Transfer Agent KFin Technologies Limited at einward.ris@ kfintech.com or at their address at KFin Technologies Limited, Unit: Lux Industries Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda,

Serilingampally Mandal, Hyderabad 500032. Members can find the details of the Nodal officer appointed by the Company under the provisions of IEPF at https:// www.luxinnerwear.com/investor-contacts.

List of shareholders whose dividend remained unclaimed till date of ensuing AGM will be uploaded on the website of the Company www.luxinnerwear. com under heading ''Investors'' Section.

12. Deposits

Your Company had not accepted Deposits from the public any time, hence, there is no opening balances of Deposits. Further, your Company has also not accepted any Deposits during the financial year 2022-23 and no principal or interest were outstanding as on March 31, 2023 as per the provisions of the Companies Act, 2013 and the Rules framed thereunder.

13. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilized by the recipient are provided in the Standalone Financial Statement. (Refer Note 37 to the Standalone Financial Statement).

14. Internal Control System and their adequacy

Your Company has established guidelines and procedures that facilitate adequate internal control system (including internal financial control system) throughout the Company. The details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

15. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013, read with rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee (the “CSR Committee") comprising of Mr. Ashok Kumar Todi, Mr. Pradip Kumar Todi & Mr. Kamal Kishore Agrawal for monitoring and overseeing the CSR initiatives. Lux undertakes CSR initiatives both directly and as well as through Lux Foundation.

This year, Company''s CSR initiatives were based primarily towards:-

• Enabling and empowering the underprivileged people of the society to have a dignified lifestyle,

• Promoting quality education to underprivileged and tribal children,

• Ensuring animal welfare and environment sustainability,

• Promoting competitive sports,

• Promoting art and culture and

• Providing medical support to deserving people and promoting healthcare.

During the year under review, the Company has spent an amount of C6.80 Crores towards CSR activities. An ongoing residential school project for 1000 underprivileged girls at Joka, West-Bengal is in the stage of completion and will be inaugurated in July 2023. In addition, the Company took initiative for developing one rest-room for economically-weaker section in South 24 Paraganas, West Bengal. T o promote sports activities the Company provided support for development of infrastructures in Newtown, West Bengal. The details are broadly covered in the CSR Report forming part of Annual Report.

The CSR Policy may be accessed on the Company''s website at the link: http://s3.amazonaws.com/luxs/ ckeditors/pictures/95/original/CSR_Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure ''B'' forming part of this Report.

16. Management Discussion and Analysis Report

Pursuant to Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report for the year 2022-23 is annexed as Annexure ''C'' forming part of this Report.

17. Corporate Governance

The Company is committed to uphold good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Company''s Auditor confirming compliance is set out in Annexure ''D'' and Annexure ''F'' respectively forming part of this report.

18. Chairman and Managing Director Certification

As required under Part B of Schedule II read with Regulation 17(8) of SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015, the CEO and Whole-Time Director certification on the accounts of the Company as given by Mr. Ashok Kumar Todi, Chairman and Whole Time Director and Mr. Pradip Kumar Todi, Managing Director is set out in Annexure ''E'' forming part of this report. Further a declaration on the Code of Conduct is also part of it.

19. Directors, Key Managerial Personnel (KMP) & Senior Managerial Personnel (SMP)

As of March 31, 2023, the Board comprised of 12 Directors, 6 of whom were Independent Directors, including two independent woman directors. The Chairman of the Board and the Managing Director were held by different individuals, both being Executive Directors. There were no changes in the Board members during the review period. You can find the profiles of all Directors on the Company''s website at

https://www.luxinnerwear.com/management/board-

of-directors.

As required under Regulation 34(3) and Schedule V Para C clause (10) (i) of the Listing Regulations the certificate on Non-disqualification of Directors by M/s MR & Associates, Practicing Company Secretary confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority is annexed as Annexure ''G'' to the Board''s Report.

As on March 31, 2023, the Key Managerial Personnel (KMP) of the Company in compliance with the provision of section 203 of the Companies Act, 2013 are as under:-.

Sl No.	Name of the KMP	Designation
1.	Mr. Ashok Kumar Todi	Whole-time Director
2.	Mr. Pradip Kumar Todi	Managing Director
3.	Mr. Navin Kumar Todi	Executive Director
4.	Mr. Rahul Kumar Todi	Executive Director
5.	Mr. Saket Todi	Executive Director
6.	Mr. Udit Todi	Executive Director
7.	Mrs. Smita Mishra	Company Secretary & Compliance Officer
8.	Mr. Saurabh Kumar Bhudolia,	Chief Financial Officer*
*During the year under review, Mr. Saurabh Kumar Bhudolia, Chief Financial Officer of the Company resigned with effect from January 15, 2023.

Mr. Ajay Nagar has been appointed as the Chief Financial Officer and KMP of the Company on the recommendation of Nomination and Remuneration Committee and approval of Board of Directors with effect from May 30, 2023.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has designated and appointed Mr. Udai Kumar Agarwal as Chief Operating Officer and SMP with effect from November 14, 2022.

a. Retirement by Rotation

Mr. Rahul Kumar Todi (DIN: 00054279) and Mr. Saket Todi (DIN: 02821380), Executive Directors of the Company are liable to retire by rotation and, being eligible, offer themselves for reappointment in accordance to section 152(6) of the Companies Act, 2013, at the ensuing Annual

General Meeting of Company.

b. Declarations from Independent Directors

All Independent Directors of the Company have given declarations under section 149(7) of the Companies Act, 2013 (“Act"), that he/she meets the criteria of independence as laid down under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

c. Familiarization Program

The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website, at http://s3.amazonaws.com/luxs/

ckeditors/pictures/344/original/Familiarization_ Programme.pdf. Directors are also explained in detail, the various declarations/affirmations required from him/her as a Independent Director under various provision of Companies Act, 2013, and such other rules and regulations.

d. Board Evaluation

Pursuant to the provisions of section 178 of Companies Act, 2013 and Regulation 17 and 19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the performance of individual directors and its Committee. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report.

Further, the Independent Directors of the Company met once during the year on March 16, 2023 to review the performance of the Executive Directors, Chairman of the Company and performance of the Board as a whole. Details of the separate meeting of Independent Directors is given in the Corporate Governance Report.

e. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The salient features of the Nomination and Remuneration Policy is stated in the Corporate Governance Report and has also been posted on the Company''s website: - http://s3.amazonaws.com/ luxs/ckeditors/pictures/357/original/Nomination_ and_remuneration_Policy_13.05.2023.pdf

f. Meetings

During the year under review, four Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

g. Committees

The following are the details of the Committees as on March 31, 2023 -

• Audit Committee

• Nomination and remuneration Committee

• Stakeholder''s Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Committee of Directors

• Share Transfer Committee

The composition of each of the above Committee, their respective roles and responsibilities are provided in detail in the Corporate Governance Report.

h. Board Procedure:

The Board of Directors meets from time to time to transact the business in respect of which the Board''s attention is considered necessary. The Board meets at least once in each quarter, which is scheduled in advance. There is a well-laid procedure to circulate detailed agenda papers to the Directors before each meeting and in exceptional cases these are tabled. The Directors discuss and express their views freely and seek clarifications on items of business taken up in the meetings. The discussions are held in a transparent manner. Various decisions emanating from such meetings are implemented to streamline the systems and procedures followed by the Company.

The Board regularly reviews the strategic, operational policy and financial matters of the Company. The Board has also delegated its powers to the Committees. The Board reviews the compliance of the applicable laws in the meeting. The Budget for the financial year is discussed with the Board at the commencement of the financial year and the comparison of the quarterly/ annual performance of the Company vis-a-vis the budgets is presented to the Board before taking on record the quarterly/ annual financial results of the Company. The requisite information as required is provided to the Board.

The information as specified in Regulation 17(7) of Listing Regulations is regularly made available to the Board.

20. Director''s Responsibility Statement

Pursuant to the requirement under section 134(3) (c) and 134(5)of the Companies Act, 2013, the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along

with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual accounts of the Company have been prepared on a ''going concern basis'';

e. that proper internal financial controls are in place and that the financial controls are adequate and operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large during the year under review.

All the related party transactions were reviewed by the Audit Committee. There were no contracts, arrangements or transactions entered into during financial year 2022-23 that fall under the scope of first proviso to Section 188(1) of the Companies Act, 2013. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure -H to the Board''s report.

The Policy as per SEBI (LODR) Regulations, 2015 is available on the website of the Company and can be accessed at http://s3.amazonaws.com/luxs/ ckeditors/pictures/345/original/RPT_for_website.pdf

Further as required under Para A of Schedule V of Listing Regulations following promoters are holding more than 10% of shareholding as on March 31, 2023 with whom transactions were held by the Company:

1. Mr. Ashok Kumar Todi

2. Mr. Pradip Kumar Todi

3. Mrs. Prabha Devi Todi

4. Mrs. Bimla Devi Todi

Disclosure of transaction with above-mentioned promoters are given in the notes no. 32 to Notes to accounts.

22. Subsidiaries, Associate and Joint Ventures Companies

The Company has one subsidiary i.e. Artimas Fashions Private Limited (Unlisted Private Limited Company). Further the Company does not have any associates and there were no joint ventures entered into by the Company.

23. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177 of the Companies Act 2013 and Regulation 22 of Listing Regulations, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing.

The Whistle Blower Policy also provides employees to report instances of leak of unpublished price sensitive information as required under sub-regulation 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015. It protects employees wishing to raise a concern about serious irregularities within the Company.

A quarterly report with the number of complaints, if any, received under the Policy and their outcome is placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the Company''s website: - http://s3.amazonaws.com/ luxs/ckeditors/pictures/391/original/Whistle_Blower_ Policy.pdf

24. Auditors & Audit Reports

i. Statutory Auditors:

Your Company at its 27th Annual General Meeting held on September 20, 2022 had reappointed M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E) as

Statutory Auditors of the Company for a period of five consecutive years i.e., from the conclusion of the 27th AGM until the conclusion of the 32nd AGM of the Company to be held in the year of 2027 at a remuneration as may be fixed by the Board of Directors and Audit Committee as mutually agreed with Auditors. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E) Statutory Auditors of the Company have submitted their Independent Auditor''s report on the Financial Statements of the Company for the year ended on March 31, 2023.

The Auditors'' Report on the Financial Statements of the Company for the year ended March 31, 2023 does not contain any qualifications, reservations or adverse remarks. The Auditor''s Report is enclosed with the Financial Statements and forms part of the Annual Report. The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

ii. Secretarial Auditors and Secretarial Audit Report:

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mohan Ram Goenka of M/s MR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditors'' Report of the Company for the year ended March 31, 2023 does not contain any qualifications, reservations or adverse remarks hence do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013. It is annexed as Annexure ''I''.

iii. Internal Auditor:

Ernst & Young LLP (EY), were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2022-23 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

iv. Cost Audit and Cost Records:

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records and cost audit are not applicable to the Company.

v. Fraud

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in this Annual Report.

25. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations'') on prevention of insider trading, the Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

During the financial year 2022-23, Code of Internal Procedure and Conduct to Prohibit Insider Trading and Code of practices and procedures of fair disclosures of unpublished price sensitive information were amended by the Company in its Board meeting held on August 9, 2022 and the same was updated on the website of the Company. Both the aforesaid Codes are in line with the SEBI (PIT) Regulations, 2015.

26. Credit Ratings

During Financial Year 2022-23 under review, Acuite Ratings & Research Limited (previously known as SMERA Ratings Limited) has reaffirmed the following rating with enhancement in the limit in the long-term Bank facilities:-

(C in Crores)
Ratings	Amount	Category	Remarks
ACUITE AA (Stable)	464.18	LongTerm Bank Facilities	Reaffirmed
ACUITE A1	1.50	Short Term Instruments	Reaffirmed

27. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at http:// s3.amazonaws.com/luxs/ckeditors/pictures/411/ original/Draft_MGT-7.pdf

28. Business Responsibility and Sustainability Report

Your Company contributes towards sustainable development and fulfills its social, environmental, and economical responsibilities, creating a long-lasting value for all stakeholders. Company is committed to maintain highest standards of ethics in all spheres of its business activities.

In compliance with regulation 34(2)(f) of Listing Regulations, Lux has published its Business Responsibility Report (BRR), as a part of its Annual Report every year in the past. In terms of amendment to regulation 34 (2) (f) of LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and the National Guidelines on Responsible Business Conduct (NGRBC) guidelines as established by the Ministry of Corporate Affairs (MCA), Government of India, Lux is publishing its Business Responsibility & Sustainability Report (BRSR) which forms part of the Annual Report as Annexure ''J''.

29. Cyber Security

Your Company has a structured framework for cybersecurity. The Risk Management Committee ensures the overall responsibility for oversight of cybersecurity frameworks. Mr. Bibek Maity is Chief Information Officer (“CIO") of the Company having rich experience in Information/Cybersecurity. He looks after the information technology and cyber security related matters.

30. Risk Management

In accordance with the SEBI Listing Regulations, the Board of Directors of the Company is responsible for framing, implementing and monitoring the risk management plans of the Company. The Company has a “Risk Management Policy" to identify risks associated with the Company, assess its impact and take appropriate corrective steps to minimize the risks that may threaten the existence of the Company. The Enterprise Risk Management (ERM) framework of the Company is comprehensive and robust enough to respond against any uncertainty.

It has risk identification, analysis, evaluation and treatment mechanism, ensuring that smallest factor of uncertainty present in any layer is identified, evaluated and treated suitably. An update on ERM plan is presented and deliberated upon in the RMC meetings on half yearly basis and at least once in a year at the Board level. The Audit Committee has additional oversight over financial risks and controls. Annual risk assessment exercise is conducted in line with the framework, existing risks, their mitigation actions are evaluated, and new risks are identified.

Risk Management Committee (RMC) of the Company on half-yearly basis, reviews the risks, adequacy of risk mitigating actions and identifies the new risks, takes strategic decisions to ensure that organization successfully achieves the business objectives and fulfils expectations of all its stakeholder.

During the year under review, the RMC evaluated the risk management system of the Company, reviewed the Cyber security related risk and action initiated by the management to minimize the impact on the Company. The Risk Management Policy of the Company was reviewed by the Board in its meeting Meeting held on February 9, 2023 and the same has been updated on the website: http://s3.amazonaws.com/luxs/ckeditors/ pictures/389/original/Risk_Management_Policy.pdf

31. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

32. Litigation

During the year under review, there were no outstanding material litigations. Details of litigations/ dispute are disclosed in the financial statements.

33. Compliance with Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

34. Particulars of Employees

As on March 31, 2023, total number of employees on the records of the Company was 3055 as against 2678 in the previous financial year.

Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Companies Act, 2013 read wi th Rule 5

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- K and forms part of Directors'' Report.

Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support, have enabled the Company to cross new milestones on a continual basis.

35. Prevention of Sexual Harassment at workplace

The Company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. The Company has established policy against Sexual Harassment for its employee. The Company has an internal complaint committee, for Prevention of Sexual Harassment comprising of (i) Mrs. Smita Mishra Company Secretary & Compliance Officer- Chairperson (ii) Mr. Rajendra Kumar Bhutoria HR Manager -Member (iii) Mrs. Shikha Jajoo - GM Finance- Member. The policy allows any employee to freely report any such act and prompt action will be taken thereon. No complaints were received during the year under review.

36. Codes and Board Policies

The Company strives to conduct its business and strengthen its relationships in a manner that is dignified, distinctive and responsible. It adheres to highest ethical standards to ensure integrity, transparency, independence and accountability

in dealing with its stakeholders. Accordingly, the following codes and policies have been adopted by the Company:

• Code of Conduct

• Vigil Mechanism/Whistle Blower Policy

• Risk Management Policy

• Nomination and Remuneration Policy

• Related Party Transaction Policy

• Corporate Social Responsibility Policy

• Code of Internal Procedure and conduct to Prohibit Insider Trading in Securities of Lux Industries limited (“Company").

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

• Policy on Preservation of documents/Archival Policy

• Policy on Disclosure of Materiality for Disclosure of Events

• Policy for Prevention of Sexual Harassment at Workplace

• Business Responsibility and Sustainability Policy

• Dividend Distribution Policy

• Policy on determining Material Subsidiaries.

• Health, Safety and Environment Policy

The Company has not approved any new policy during the year, however some existing policies were amended and revised by the board as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations. The policies are reviewed periodically by the Board and updated as needed.

During the year board revised the following policies/Codes:
Name of the Policy	Summary of Key Changes	Web link (if any)
Risk management Policy	The Risk Management Policy was amended in line with SEBI (LODR) Regulations, 2015 as amended from time to time.	http://s3.amazonaws.com/luxs/ckeditors/ pictures/389/original/Risk_Management_ Policy.pdf
Code of Internal Procedure and Conduct to Prohibit Insider Trading	The Code of Internal Procedure and Conduct to Prohibit Insider Trading was amended in line with SEBI (PIT) Regulations, 2015 as amended from time to time.	http://s3.amazonaws.com/luxs/ckeditors/ pictures/259/original/Lux_Insider_trading_ Code_v5_09082022.pdf
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information (UPSI) was amended in line with SEBI (PIT) Regulations, 2015 as amended from time to time.	http://s3.amazonaws.com/luxs/ckeditors/ pictures/234/original/Code_of_Practices_ and_procedure_of_Fair_Disclosure.pdf

Name of the Policy	Summary of Key Changes	Web link (if any)
Code of Conduct	The scope of applicability of the Code of Conduct and the duties of the independent directors were modified.	http://s3.amazonaws.com/luxs/ckeditors/ pictures/251/original/Code_of_Conduct.pdf

37. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report as Annexure ''M''.

38.Insurance

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.

39. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (''Code''):

During the year under review, the Company has not submitted any applications and there is no pending proceeding against it.

40. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable.

41. Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by its customers, vendors, investors, business associates, banks, government authorities, employees and other stakeholders.

42. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure	Particulars
Annexure - A	Dividend Distribution Policy
Annexure - B	Annual Report on Corporate Social Responsibility (CSR) Activities
Annexure - C	Management Discussion and Analysis Report
Annexure - D	Report on Corporate Governance
Annexure - E	Certification by Chairman and Managing Director of the Company
Annexure - F	Auditors'' Certificate on Corporate Governance
Annexure - G	Certificate of Non- Disqualification of Directors
Annexure - H	Particulars of contracts / arrangements made with related parties in Form AOC-2
Annexure - I	Secretarial Audit Report
Annexure - J	Business Responsibility & Sustainability Report (''BRSR'')
Annexure - K	Details pertaining to remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Annexure - L	Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1
Annexure - M	Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

For and on behalf of the Board of Directors

Sd/-

Ashok Kumar Todi

Place: Kolkata Chairman

Date: May 30, 2023 DIN: 00053599

---

Mar 31, 2022

Your Directors are pleased to present the 27th Annual Report and the Audited Statement of Accounts for the financial year ended March 31,2022.

1.	Financial Highlights				(? in Crores)
	Particulars	Standalone		Consolidated
		March 31,	March 31,	March 31,	March 31,
		2022	2021	2022	2021
Revenue from Operations		2,273.00	1,938.42	2,295.88	1,952.52
Other Income		16.99	12.34	17.04	12.34
Total Revenue		2,289.99	1,950.76	2,312.92	1,964.86
Profit Before Tax		459.27	366.09	455.92	362.11
Tax Expense (Including Deferred Tax)		117.88	92.72	117.86	92.73
Profit after Tax		341.39	273.37	338.06	269.38

2. Operating & Financial Performance

Past two years have been difficult for the world economy on account of the COVID-19 pandemic. Repeated waves of infection, supply chain disruptions and more recently, inflation have created particularly challenging times for all the business sectors. During the financial year 202122 gone by, despite the economy being affected by the second and third wave of pandemic, your Company has shown a consistent growth. Gradual unlocking of the economy, record vaccinations, improvement in consumer demand, continued policy support towards industries by the government in the form of Aatma Nirrbhar Bharat Abhiyan and further reinforcements in 2021-22 have led to an upturn in the performance of the industrial sector. The pandemic brought with it unprecedented challenges that fashion businesses could not have possibly fathomed. E-commerce is expanding steadily in the country, creating one of the biggest revolutions in fashion. More and more customers are getting hooked on to the e-commerce network, searching products that best match their style and wallet.

The new financial year 2022-23 is expected to be a promising time for fashion retail and e-commerce in India. As per the economic survey of Ministry of Finance for Industry and Infrastructure, Textile Industry is the second largest employment generator in the country, next only to agriculture. In the last decade, close to H203,000 crores have been invested in this industry with direct and indirect employment of about 105 million people.

Company continuous focus on brand building activities strengthening its product portfolio implementation and adoption of latest technology in manufacturing processes have aided Company in consistently achieving results that are considerably above industry averages. On the supply chain aspect, Company has one of the largest distribution networks which is the core strength of the Company.

During the financial year ended March 31, 2022, the revenues grew by 18% to H2,312.92 crores, despite Covid-19 pandemic. Moreover, the EBITDA and PAT were at H490.27 crores and H338.06 crores respectively, registering a growth of 25% each.

All factories worked efficiently during the year despite the controlled COVID-19 environment. Safety measures and processes have been installed and improved upon at all factories and work sites. All COVID-19 protocols and compliances have been strictly followed.

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

3. Composite Scheme of Arrangement

During the year under review, the Scheme of Amalgamation of J. M. Hosiery & Co Limited ("JMHL'') and Ebell Fashions Private Limited ("Ebell”) with Lux Industries under Section 230 to 232 of the Companies Act, 2013 (the "Scheme”), sanctioned by the Hon''ble NCLT, Kolkata Bench vide its order dated March 25, 2021 with the Appointed Date April 01, 2020 became effective from May 01, 2021. Pursuant

to the Scheme, 48,18,681 equity shares were allotted by the Company to the shareholders of the JMHL & Ebell on May 08, 2021.

4. Performance of Subsidiary Company Artimas Fashions Private Limited

During the year under review, Artimas Fashions Private Limited has captured good market segment under the brand name of One8- Brand of Indian Cricket Team''s Former Captain Virat Kohli and has recorded growth of 60.83% in Revenues. The Revenue for the current financial year was H26.02 crores as compared to H16.18 crores in the previous financial year.

5. Dividend

Over the years, Lux has always believed in sharing its prosperity with its shareholders, through a formal disbursement of profits to its shareholders.

During the Financial Year 2021-22, interim dividend of 600% i.e. H12/- per equity share at the face value of H2/-each was declared by Board of Directors on November 01, 2021. The Dividend Distribution Policy of the Company is annexed as Annexure ''A'' to the Board''s Report.

6. Capex and Liquidity

The Company has approved a greenfield expansion plan of H110 crores in the last financial year which is on track. With the capex coming on stream, the Company is expecting to generate an incremental sale of H400 Crores from it. Company will continue the journey of investing in innovation and capability building which will yield to gains in the market share and operating model efficiencies.

7. Material Changes and Commitments

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which affects the financial position of the Company.

8. Reclassification of Promoters/Promoter Group to Public

During the financial year 2021-22, Ms. Neha Poddar & Ms. Shilpa Agarwal Samriya, belonging to the Promoter Group of the Company, have requested the Company for reclassification from ''Promoter & Promoter Group Category'' to ''Public'' Category on June 23, 2021. As on the date of this report, the status of said application is ongoing and subject to approval of shareholders.

9. Significant & Material Orders

There are no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

10. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this report.

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 and annexed as Annexure- "L''

11. Share Capital

Issued, subscribed and Paid up Equity Share Capital of the Company stood at H6,26,35,362 as at March 31, 2022 comprising of 3,00,71,681 equity shares of H2/-each fully paid up (plus forfeited share capital amounting H24,92,000).

During the Financial Year 2021-22, pursuant to the Scheme of Amalgamation as sanctioned by Hon''ble NCLT, Kolkata vide its order dated March 25, 2021 with Appointed date being April 01,2020, 48,18,681 equity shares were allotted by the Company on May 08, 2021 to the shareholders of the J.M. Hosiery & Co Limited and Ebell Fashions Private Limited.

The shares issued pursuant to Scheme and were ranking pari-passu with the existing equity shares of the Company.

12. Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the financial year under review.

13. Transfer to Investor Education and Protection Fund

During the financial year under review, the Company has transferred unpaid/unclaimed dividend, amounting to ?80,850/- for Financial Year 2013-14 to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

Dividend which was declared for the year ended March 31, 2015 at the Annual General Meeting held on September 24, 2015, which remains unclaimed, will be transferred to

proposed to be utilized by the recipient are provided in the Standalone Financial Statement. (Refer Note 48 to the Standalone Financial Statement).

16. Internal Control System and their adequacy

Your Company has in place adequate internal control system (including internal financial control system) commensurate with its size and the nature of its business for the purchase of inventories, fixed assets and with regard to the sale of goods and services. Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

17. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013, read with rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee (the "CSR Committee”) comprising Mr. Ashok Kumar Todi, Mr. Pradip Kumar Todi & Mr. Kamal Kishore Agrawal. The Committee monitors and oversees various CSR initiatives of the Company.

The Company'' CSR initiatives are based primarily towards supporting projects in the areas of healthcare and providing quality education and to promote education to the unprivileged and tribal children. The Company run its major project through its own foundation, the Lux Foundation, it deals with the registered trusts and / or section 8 companies which are undertaking the CSR activities.

In the financial year Company is running two major projects, one is related to developing one OPD (Out Patient Department) at Tata Medical Centre in West- Bengal and the other is related to provide support for building one residential school project for over 1000 underprivileged girls at Joka, West-Bengal. Along with this, the Company is also taking initiative for developing one consultation room at State of Art Cancer Care Center at Tiruppur, providing support to differently abled children by gifting them hearing aid and contributing towards environment by tree plantation.

During the year under review, the Company has spent an amount of H4.58 Crores towards CSR obligation.

The CSR Policy may be accessed on the Company''s website at the link: http://s3.amazonaws.com/luxs/ ckeditors/pictures/95/original/CSR_Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure ''B''

the Investor Education and Protection Fund (IEPF) of the Central Government by November, 2022 pursuant to the provisions of the section 124 and 125 of the Companies Act, 2013. Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholders will have to make their claim with the IEPF Authority following the appropriate rules in this regard.

Equity Shares corresponding to the dividend unclaimed for seven consecutive years will also be transferred to the Demat account of the IEPF Authority. Individual notices and necessary newspaper publication will be made in this regard.

4,500 Equity shares in respect of 1 folios corresponding to the dividend for the year ended on March 31, 2014 which remained unclaimed for seven consecutive years were transferred to the IEPF Authority in compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting Audit, Transfer and Refund) Rules, 2017 necessary individual notices to concerned Shareholders were served and advertisements in newspapers were published by the Company in this regard.

Equity Shares corresponding to the dividend declared for the year ended on March 31, 2015 and remaining unclaimed for seven consecutive years will also be transferred to the IEPF, if the dividend is not encashed within October 31, 2022. Individual notices will be sent to the concerned Shareholders and advertisements will be published in the newspapers in this regard. The advertisement will also be made available on the website of the Company.

List of shareholders whose dividend remained unclaimed till date of ensuing AGM will be uploaded on the website of the Company www.luxinnerwear.com under heading ''Investors'' Section. Shareholders are requested to check their unpaid dividend from the list and contact the Registrar & Share Transfer Agent or Company Secretary to encash these unpaid dividends.

14. Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under during the year under review.

15. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is

18. Management Discussion and Analysis Report

Pursuant to Regulation 34(2) (e) read with Part B of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report for the year 2021-22 is annexed as Annexure ''C'' forming part of this Report.

19. Corporate Governance

The Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Company''s Auditor confirming compliance is set out in Annexure ''D'' and Annexure ''F'' respectively forming part of this report.

20. CEO and CFO Certification

As required under Part B of Schedule II read with Regulation 17(8) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the CEO and CFO certification on the accounts of the Company as given by Mr. Pradip Kumar Todi, Managing Director and Mr. Saurabh Kumar Bhudolia, Chief Financial Officer is set out in Annexure ''E'' forming part of this report. Further a declaration on the Code of Conduct is also part of it.

21. Directors & Key Managerial Personnel

The shareholders, at the 26th Annual General Meeting of the Company held on September 28, 2021, regularized the appointment of Mr. Navin Kumar Todi, Mr. Rahul Kumar Todi, Mr. Saket Todi & Mr. Udit Todi as Executive Directors of the Company and of Mr. Rajnish Rikhy & Mrs. Ratnabali Kakkar as Independent Directors of the Company with effect from May 25, 2021. Mrs. Prabha Devi Todi has resigned from the post of Directorship of the Company with effect from May 25, 2021.

As required under Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certificate on Non-disqualification of Directors by Practising Company Secretary is annexed as Annexure ''G'' to the Board''s Report.

Retirement by Rotation

Mr. Pradip Kumar Todi, Managing Director (DIN: 00246268) and Mr. Navin Kumar Todi, Executive Director (DIN: 00054370), are liable to retire by rotation and, being eligible, offers themselves for re-appointment. The Directors recommend their re-appointment. Brief profile of Mr. Pradip Kumar Todi, Managing Director and Mr. Navin Kumar Todi, Executive Director of the Company

are furnished in the annexure to the notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

As on March 31, 2022, the Key Managerial Personnel (KMP) of the Company in compliance with the provision of section 203 of the Companies Act, 2013 are as under:-.

Sl. No.	Name of the KMP		Designation
1.	Mr	Ashok Kumar Todi	Whole-time Director
2.	Mr	Pradip Kumar Todi	Managing Director
3.	Mr	Navin Kumar Todi	Executive Director
4.	Mr	Rahul Kumar Todi	Executive Director
5.	Mr	Saket Todi	Executive Director
6.	Mr	Udit Todi	Executive Director
7.	Mr. Saurabh Kumar Bhudolia		Chief Financial Officer
8.	Mrs. Smita Mishra		Company Secretary & Compliance Officer

Re-appointment of Director

The term of five years of Mr. Ashok Kumar Todi (DIN: 00053599) as Whole Time Director and Chairman of Company will expire on September 29, 2022. Considering his remarkable journey, relentless efforts and contribution towards the growth and expansion of the company, the Nomination and Remuneration Committee and Board of Directors at their meeting held on August 09, 2022 have recommended to re-appoint Mr. Ashok Kumar Todi (DIN: 00053599) as Whole Time Director and Chairman of the Company for another term of 5 years commencing from September 30, 2022 till September 29, 2027. His reappointment is placed for shareholders'' approval at the 27th Annual General Meeting of the Company.

Brief profile of Mr. Ashok Kumar Todi is furnished in the annexure to the notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

Declarations from Independent Directors

All Independent Directors of the Company have given declarations under section 149(7) of the Companies Act, 2013 ("Act”), that they meet the criteria of independence as laid down under section 149(6) of the Act and Regulation 25 of the Listing Regulations.

The Board of the Company comprises of six Independent Directors and all of them are registered with the databank. Further, Mr. Nandanandan Mishra , Mr. Kamal Kishore Agarwal and Mr. Snehasish Ganguly are exempted from the requirement of proficiency test owing to their experience and remaining independent directors have passed the proficiency test.

Familiarisation Program

At the time of appointing a director, a formal letter of appointment is given to him / her, which, inter alia, explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The format of the letter of appointment is available on the website at https://luxs.s3.amazonaws.com/uploadpdf/upload pdf/ Cgovernance/id_02.pdf The Director is also explained in detail, the various compliances required from him/her as a director under various provision of Companies Act, 2013, and such other rules and regulations.

The Directors are also updated about the financials of the Company and new product launches. They are also provided with the booklets relating to the business and operations of the Company. They are updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors, from time to time.

During the financial year under review, the Company organized familiarization programs for the Directors on February 03, 2022 in accordance with the requirements of Listing Regulations. The Directors were also provided with relevant documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, from time to time, besides regular briefing by the members of the senior leadership team.

The details of such familiarization programs for Independent Directors may be accessed on the Company ''s website: -

http://s3.amazonaws.com/luxs/ckeditors/pictures/201/

original/Lux_Familiarisation_Programme.pdf

Board Evaluation

Pursuant to the provisions of section 178 of Companies Act, 2013 and Regulation 17 and 19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the performance of individual directors as well as the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report.

Further, the Independent Directors of the Company met once during the year on February 03, 2022 to review the performance of the Executive Directors, Chairman of the Company and performance of the Board as a whole. Details of separate meeting of Independent Director are given in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection

and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company''s website: - https:// luxs.s3.amazonaws.com/investor/pdf/Nomination_ Remuneration_policy.pdf

Meetings

During the year under review, eight Board Meetings and four Audit Committee Meetings were convened and held. Details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

Board Procedure

The Board of Directors meets from time to time to transact the business in respect of which the Board''s attention is considered necessary. The Board meets at least once in each quarter, which is scheduled in advance. There is a well-laid procedure to circulate detailed agenda papers to the Directors before each meeting and in exceptional cases these are tabled. The Directors discuss and express their views freely and seek clarifications on items of business taken up in the meetings. The discussions are held in a transparent manner. Various decisions emanating from such meetings are implemented to streamline the systems and procedures followed by the Company.

The Board regularly reviews the strategic, operational policy and financial matters of the Company. The Board has also delegated its powers to the Committees. The Board reviews the compliance of the applicable laws in the meeting. The Budget for the financial year is discussed with the Board at the commencement of the financial year and the comparison of the quarterly/ annual performance of the Company vis-a-vis the budgets is presented to the Board before taking on record the quarterly/ annual financial results of the Company. The requisite information as required is provided to the Board.

The information as specified in Regulation 17(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly made available to the Board.

22. Director''s Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of sub section (3) of the Companies Act, 2013, the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31,2022, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual accounts of the Company have been prepared on a ''going concern basis;

e. that proper internal financial controls are in place and that the financial controls are operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

23. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large during the year under review.

All the related party transactions were reviewed by the Audit Committee. There were no contracts, arrangements or transactions entered into during fiscal 2022 that fall under the scope of Section 188(1) of the Companies Act, 2013. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure - H to the Board''s report

During the year under review, the RPT policy was amended by the Company in its Board Meeting held on February 03, 2022 to make in line with circular issued by SEBI vide circular no. SEBI/ LADNRO/GN/2021/22. Dated May 05, 2021, SEBI/L AD-N RO/GN/2021/55 dated November 09, 2021 & SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, and the same has been updated on the website:

http://s3.amazonaws.com/luxs/ckeditors/pictures/194/

original/RPT_Policy_modified_Lux.pdf

Further as required under Part A of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)

(Amendment) Regulations, 2018 following promoters are holding more than 10% of shareholding with whom transactions were held by the Company.

1. Mr. Ashok Kumar Todi

2. Mr. Pradip Kumar Todi

3. Mrs. Prabha Devi Todi

4. Mrs. Bimla Devi Todi

Disclosure of transaction with above-mentioned promoters are given in the notes no. 33 to accounts.

24. Subsidiaries, Associate and Joint Ventures Companies

The Company has one subsidiary i.e Artimas Fashions Private Limited (Unlisted Private Limited Company). Further the Company does not have any associate and there were no joint ventures entered into by the Company.

25. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177 of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing.

The Whistle Blower Policy also provides employees to report instances of leak of unpublished price sensitive information as required under sub-regulation 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015. It protects employees wishing to raise a concern about serious irregularities within the Company.

A quarterly report with number of complaints, if any, received under the Policy and their outcome is placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the Company ''s website: -

http://s3.amazonaws.com/luxs/ckeditors/pictures/196/

original/WHISTLE_BLOWER_POLICY.pdf

26. Auditors & Audit Reports

i. Statutory Auditors:

M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E) who were appointed at the 22nd Annual General Meeting held on September 21, 2017 as Statutory Auditors of the Company to hold office for a term of five consecutive years, would be completing their first term of appointment upon conclusion of the ensuing Annual General Meeting of the Company and accordingly are eligible for re-appointment. The

Audit Committee has proposed, and the Board of Directors of the Company has recommended the appointment of S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E) as the Statutory Auditors of the Company to hold office for a second term of five consecutive years commencing from the conclusion of 27th AGM scheduled on September 20, 2022 till the conclusion of the 32nd AGM to be held in the year 2027, subject to the approval of the shareholders.

The Company has also received letter from M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E) to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3) of the Act and that they are not disqualified from appointment as Statutory Auditors of the Company.

The Auditors'' Report on the Financial Statements of the Company for the year ended March 31, 2022 does not contain any qualifications, reservations or adverse remarks. The Auditor''s Report is enclosed with the Financial Statements and forms part of the Annual Report.

The observation made in the Auditors'' Report read together with relevant notes thereon are selfexplanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

ii. Secretarial Auditors and Secretarial Audit Report:

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mohan Ram Goenka of M/s MR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditor''s Report is annexed herewith as Annexure ''I''.

iii. Internal Auditors:

Ernst & Young LLP (EY), were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2021-22 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

iv. Cost Audit and Cost Records:

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records and Cost Audit are not applicable to the Company.

27. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations'') on prevention of insider trading, the Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. There were no changes made in the Code by the Company in the financial year 2021-22. The Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information during the year under review no changes in this Code was made by the Company. Both the aforesaid Codes are in line with the PIT Regulations. The code may be accessed on the Company''s website.

http://s3.amazonaws.com/luxs/ckeditors/pictures/98/

original/Insider_trading_code.pdf

28. Ratings

During Financial Year 2021-22 under review, Acuite Ratings & Research Limited (previously known as SMERA Ratings Limited) has maintained the following ratings given to the Company in the financial year 2021-22:-

(? in Crores)
Ratings	Amount	Category	Remarks
ACUITE AA	374.18	Long-Term Bank Facilities	Revised
ACUITE A1	1.50	Short Term Bank Facilities	Reaffirmed
ACUITE A1	50.00	Commercial Paper	Withdrawn

29. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2022 is available on the Company''s website at http://s3.amazonaws.com/ luxs/ckeditors/pictures/235/original/Draft_MGT_7_Final. pdf

30. Business Responsibility Report

In compliance with regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report(BRR) is prepared and forms part of the Annual Report as Annexure ''J''. The Report provides a detailed overview of initiatives taken by the Company from environmental, social and governance perspectives.

31. Risk Management

In accordance with the SEBI Listing Regulations, the Board of Directors of the Company is responsible for framing, implementing and monitoring the risk management plans of the Company. The Company has a "Risk Management Policy” to identify risks associated with the Company, assess its impact and take appropriate corrective steps to minimize the risks that may threaten the existence of the Company. The Enterprise Risk Management (ERM) framework of the Company is comprehensive and robust enough to respond against any uncertainty. It has risk identification, analysis, evaluation and treatment mechanism, ensuring that smallest factor of uncertainty present in any layer is identified, evaluated and treated suitably. Annual risk assessment exercise is conducted in line with the framework, existing risks, their mitigation actions are evaluated, and new risks are identified.

Risk Management Committee (RMC) of the organization reviews the risks, adequacy of mitigating actions and identifies the new risks. The committee has half-yearly meetings. The RMC of the Company reviews the risk register and effectiveness of mitigating actions and takes strategic decisions to ensure that organization successfully achieves the business objectives and fulfils expectations of all its stakeholder. Corporate Risk Register is reviewed annually by Board. An update on ERM plan is presented and deliberated upon in the RMC meetings on half yearly basis and at least once in a year at the Board level. The Audit Committee has additional oversight over financial risks and controls. During the year under review, the RMC evaluated the risk management system of the Company. It also reviewed the Cyber related risk and action initiated by the management to minimize the impact on the Company.

During the year under review Company has revised its Risk Management Policy in the Board Meeting held on November 01, 2021 to make in line with the SEBI circular no. SEBI/ LADNRO/GN/2021/22. Dated May 05, 2021 and the same has been updated on the website:

http://s3.amazonaws.com/luxs/ckeditors/pictures/165/

originalZRISK_MANAGEMENT_POLICY_LIL.pdf

32. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

33. Particulars of Employees

As on March 31, 2022, total number of employees on the records of the Company was 2678 as against 2382 in the previous financial year.

Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- K and forms part of Directors'' Report. In terms of first proviso to Section 136(1) of the Companies Act, 2013, the Director''s Report is being sent excluding the information on employees'' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Sundays and National Holidays up to the date of the 27th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance on [e-mail].

Particulars of Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

I. Details of Employees employed throughout the financial year who were in receipt of the remuneration for that year which, in aggregate, was not less than H1.02 Crore are: 6

II. Employees employed for a part of the financial year and who were in receipt of the remuneration during for that financial year at a rate not less than H8,50,000 per month: 6

III. Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None

Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support, have enabled the Company to cross new milestones on a continual basis.

34. Prevention of Sexual Harassment at workplace

The Company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. The Company has established policy against Sexual Harassment for its employee. The Company had also constituted an internal complaint committee, for Prevention of Sexual Harassment. The policy allows any employee to freely report any such act and prompt action will be taken thereon. No complaints were received during the year under review.

35. Codes and Board Policies

The Company strives to conduct its business and strengthen its relationships in a manner that is dignified, distinctive and responsible. It adheres to highest ethical standards to ensure integrity, transparency, independence and accountability in dealing with its stakeholders. Accordingly, the following codes and policies have been adopted by the Company:

• Code of Conduct

• Vigil Mechanism/Whistle Blower Policy

• Risk Management Policy

• Nomination and Remuneration Policy

• Related Party Transaction Policy

• Corporate Social Responsibility Policy

• Code of Internal Procedure and conduct to Prohibit Insider Trading in Securities of Lux Industries limited ("Company”).

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

• Policy on Preservation of documents/Archival Policy

• Policy on Disclosure of Material Events

• Policy for Prevention of Sexual Harassment at Workplace

• Business Responsibility Policy

• Dividend Distribution Policy

• Policy on determining Material Subsidiaries.

The Company has not approved any new policy during the year, however some existing policies were amended and revised by the board as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018. The policies are reviewed periodically by the Board and updated as needed.

During the year board revised the following policies:
Name of the Policy	Summary of Key Changes	Web link (if any)
Risk Management Policy	The Risk Management Policy was amended in line with SEBI (LODR) Regulations, 2015 as amended from time to time.	http://s3.amazonaws.com/luxs/ ckeditors/pictures/165/original/RISK_ MANAGEMENT_POLICY_LIL.pdf
Related Party Transaction Policy	The Related Party Transaction Policy was amended in line with SEBI (LODR) Regulations, 2015 as amended from time to time.	http://s3.amazonaws.com/luxs/ ckeditors/pictures/194/original/RPT_ Policy_modified_Lux.pdf

36. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report as Annexure ''M''.

37. Insurance

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.

38. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (''Code''):

During the year under review, neither the Company filed any application nor any proceeding is pending against it.

39. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not applicable.

40. Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by its customers, vendors, investors, business associates, banks, government authorities, employees and other stakeholders.

41. Annexures forming part of Board Report The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:
Annexure	Particulars
Annexure - A	Dividend Distribution Policy
Annexure - B	Annual Report on Corporate Social Responsibility (CSR) Activities
Annexure - C	Management Discussion and Analysis Report
Annexure - D	Report on Corporate Governance
Annexure - E	Certification by Managing Director and Chief Financial Officer of the Company
Annexure - F	Auditors'' Certificate on Corporate Governance
Annexure - G	Certificate from Practicing Company Secretary
Annexure - H	Particulars of contracts / arrangements made with related parties in Form AOC-2
Annexure - I	Secretarial Auditor''s Report
Annexure - J	Business Responsibility Report (''BRR'')
Annexure - K	Details pertaining to remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Annexure - L	Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1
Annexure - M	Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

---

Mar 31, 2021

Your Directors are pleased to present the 26th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2021.

1. Financial Highlights

(R in crores)
Particulars	Standalone		Consolidated
	March	March	March	March
	31, 2021	31, 2020*	31, 2021	31, 2020*
Revenue from Operations (Gross)	1,938.42	1,664.36	1,952.52	1,667.80
Other Income	12.34	6.83	12.34	6.38
Total Revenue	1,950.76	1,671.19	1,964.86	1674.18
Profit Before Tax	366.09	242.58	362.11	239.05
Tax Expense (Including Deferred Tax)	92.72	61.84	92.73	61.80
Profit after Tax	273.37	180.74	269.38	177.25

*As part of reorganization, the Board of Directors of Lux Industries Limited (the Company), J. M. Hosiery & Co. Limited (JMHL) and Ebell Fashions Private Limited (Ebell) have in their respective board meetings held on June 26, 2018 approved the proposal for the amalgamation of JMHL & Ebell with the Company, subject to all the necessary statutory/regulatory approvals. Hon''ble NCLT, Kolkata bench vide its order dated March 25, 2021 has sanctioned the Scheme with Appointed Date April 1, 2020. The Scheme became effective from May 1, 2021 on completion of necessary formalities. Pursuant to the Scheme 48,18,681 equity shares were allotted by the Company on May 8, 2021 to the shareholders of the JMHL & Ebell. The merger has been accounted under the ‘pooling of interests'' method in accordance with Appendix C of Ind AS 103 ‘Business Combinations'' and comparatives have been restated for merger from the beginning of the preceding year i.e. April 1, 2019.

2. Operating & Financial Performance

The financial year 2020-21 has been the most volatile and challenging year. Covid-19 changed almost all the aspect of human lives in ways never imagined. The economic toll from the pandemic was unprecedented. Operational challenges mounted due to restricted movement and disrupted supply lines. As the Covid-19 cases continued to rise exponentially, the economy declined sharply. The Union Budget 2021 focused on regaining the growth momentum in the economy through several measures including keeping tax rates stable and enhancing investments in infrastructure.

The business performance in the financial year 202122 is expected to be better with continued favorable progress on vaccination rollout. Further the lockdown restrictions are likely to be more targeted and regionally focused compared to the national lockdown implemented last year, and companies are better prepared to follow protocols, respond to restrictions and minimize loss of operations. The Company has delivered a credible performance inspite of COVID-19 lockdown during the financial year. The Company has been growing continuously as targeted and working towards all the financial parameters including working capital requirements which has been substantially reduced and as a result now the company is net debt free. Amidst this challenging time, the Company has displayed resilience and shown strong performance. The Company delivered double-digit growth in bottom line while maintaining steady top line growth.

The company has posted robust performance for the year ended March 31, 2021 despite Covid-19 Pandemic induced challenges. Also, with the completion of merger, we have reported the merged financials for Financial Year 2020-21 as well as Financial Year 2019-20. The revenues grew by 17.36% to H1,964.86 crores. The EBITDA and PAT were at H392.69 crores and H269.38 crores respectively, registering a stellar growth of 42.67% and 51.98% respectively. The EBITDA margins have seen a significant improvement by 355 basis points to 19.99% majorly on account of an increased share of value-added products and overall

cost efficiency measures including reduction in advertisement expenditure. We have also seen a healthy improvement in PAT Margins by 312 basis points to 13.71%.

During the year under review, the plants of the Company were closed in the month of April, 2020 and resumed its operations from May, 2020 and gradually restored to normal level. All the plants are adhering to all requisite norms of social distancing, health and safety measures to control the spread of Covid-19 pandemic. The Company has its manufacturing capacities at West Bengal, Tamil Nadu, Punjab and U.P. The Company has its sales offices almost all over the country.

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

3. Composite Scheme of Arrangement

The Board of Directors in their meeting held on June 26, 2018 had approved the Scheme of Amalgamation of J. M. Hosiery & Co Limited (JMHL) and Ebell Fashions Private Limited (Ebell) with Lux Industries under Section 230 to 232 of the Companies Act, 2013 (the ‘Scheme”). During the year under review, the Hon''ble NCLT, Kolkata Bench has sanctioned the Scheme vide its order dated March 25, 2021 with the Appointed Date April 1, 2020. The Scheme became effective from May 1, 2021. Pursuant to the Scheme 48,18,681 equity shares were allotted by the Company to the shareholders of the JMHL & Ebell on May 8, 2021.

4. Performance of Subsidiary Company Artimas Fashions Private Limited

During the year under review, Artimas Fashions Private Limited has captured good market segment under the brand name of One8- Brand of Indian Cricket Team''s Captain Virat Kohli. The Company has recorded growth of 167.24% in Revenue from Operations. The Total Income for the current financial year was H16.18 crores as compared to H6.07 crores in the previous financial year.

5. Dividend

Over the years, Lux has consistently followed a policy of paying high dividend, keeping in mind the cash-generating capacities, the expected capital needs of business and strategic considerations. Considering the current pandemic situation, the

Board of Directors of the Company has decided to reserve the cash and postponed the decision to declare any dividend for the financial year ended March 31, 2021.

Previous financial year the Company has declared total dividend of H12.50 per share.

The Dividend Distribution Policy of the Company annexed as Annexure - ‘A’

6. Capex and Liquidity

During the financial year 2020-21, the Company has approved a greenfield expansion plan of H110 crores. The expansion will be completed over next 12-18 months. The Company expects to maintain net cash status positive even after incurring the Capex backed by strong operating cash flow and focus on working capital reduction. The new Capex of H110 crores will have an asset turnover of around 4 times.

7. Material Changes and Commitments

No material changes and commitments have occurred from the date of close of the financial year till the date of this report, which affects the financial position of the company.

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this report.

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 and annexed as Annexure- ‘K’.

9. Share Capital

Pursuant to the Scheme of Amalgamation as sanctioned by Hon''ble NCLT, Kolkata vide its order dated March 25, 2021 with Appointed date being April 01, 2020, 48,18,681 equity shares were allotted by the Company on May 8, 2021 to the shareholders of the J.M. Hosiery & Co Limited and Ebell Fashions Private Limited.

The new shares issued pursuant to Scheme are ranking pari-passu with the existing equity shares of the company.

10. Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the financial year under review.

11. Transfer to Investor Education and Protection Fund

During the financial year under review, the Company has transferred unpaid/unclaimed dividend, amounting to H34,808/- for Financial Year 201213 to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

Dividend which remains unclaimed which was declared for the year ended March 31, 2014 at the Annual General Meeting held on September 26, 2014 will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government by November, 2021 pursuant to the provisions of the section 124 and 125 of the Companies Act, 2013. Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholders will have to make their claim with the IEPF Authority following the appropriate rules in this regard. Equity Shares corresponding to the dividend unclaimed for seven consecutive years will also be transferred to the Demat account of the IEPF Authority. Individual notices and necessary newspaper publication will be made in this regard.

1,000 Equity shares in respect of 1 folio corresponding to the dividend for the year ended on March 31, 2013 which remained unclaimed for seven consecutive years were transferred to the IEPF Authority in compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting Audit, Transfer and Refund) Rules, 2017. Necessary individual notices to concerned shareholders were served and advertisements in newspapers were published by the Company in this regard.

Equity Shares corresponding to the dividend declared for the year ended on March 31, 2014 and remaining unclaimed for seven consecutive years will also be transferred to the IEPF, if the dividend is not encashed within October 31, 2021. Individual notices will be sent to the concerned Shareholders and advertisements will be published in the newspapers in this regard. The advertisement will also be made available on the website of the Company.

List of shareholders whose dividend remained unclaimed till date of ensuing AGM will be uploaded on the website of the company www.luxinnerwear.com under heading Investors Section. Shareholders are requested to

check their unpaid dividend from the list and contact the Registrar & Share Transfer Agent or Company Secretary to encash these unpaid dividends.

12. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under during the year under review.

13. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in the Standalone Financial Statements. (Refer Note 38 to the Standalone Financial Statements).

14. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventories, fixed assets and with regard to the sale of goods and services. Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

15. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013, read with rules made there under, the directors have constituted a Corporate Social Responsibility Committee. The Company works primarily towards supporting projects in the areas of healthcare. The Company has also contributed funds for the schemes relating to eradicating hunger and poverty, promoting education, animal and social welfare, ensuring environmental sustainability, making available safe drinking water and medical aid. Contributions in this regard have been made to the registered trusts and / or section 8 companies which are undertaking such schemes.

During the year under review, the Company has spent an amount of H5.06 Crores against the prescribed amount of H4.84 Crores.

The CSR Policy may be accessed on the Company''s website at the link:

https://luxs.s3.amazonaws.com/uploadpdf/ upload pdf/Cgovernance/policies_03.pdf

The Annual Report on CSR activities is annexed herewith as Annexure ‘B’

16. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is annexed as Annexure ‘C’ forming part of this report.

17. Corporate Governance

The Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Company''s Auditor confirming compliance is set out in Annexure ‘D’ and Annexure ‘F’ forming part of this report. Further a declaration on the Code of Conduct is given in Annexure ‘E’.

18. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the CEO and CFO certification on the accounts of the Company as given by Mr. Pradip Kumar Todi, Managing Director and Mr. Saurabh Kumar Bhudolia, Chief Financial Officer is set out in Annexure ‘E’ forming part of this report.

19. Directors & Key Managerial Personnel Retirement by Rotation

Mr. Ashok Kumar Todi, Chairman (DIN: 00053599), retires by rotation and, being eligible, offers himself for re-appointment. The Directors recommend his re-appointment.

During the year under review, Mr. Ajay Kumar Patodia, resigned from the position of Chief Financial Officer of the Company with effect from closing of business hours on February 12, 2021 due to personal reasons and subsequently, Mr. Saurabh Kumar Bhudolia have been appointed as Chief Financial Officer of the Company w.e.f. February 13, 2021.

Mr. Navin Kumar Todi, Mr. Rahul Kumar Todi, Mr. Saket Todi & Mr. Udit Todi have been appointed as Executive Directors of the Company by the Board of Directors in their meeting held on May 25, 2021 subject to the approval of the shareholders in the ensuing General Meeting of the Company.

Mrs. Ratnabali Kakkar & Mr. Rajnish Rikhy have been appointed as Non-Executive, Independent Directors of the Company by the Board of Directors in their meeting held on May 25, 2021 subject to the approval of the shareholders in the ensuing General Meeting of the Company.

Brief resume / details of above-mentioned Directors are furnished in the annexure to the notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

The following person have been designated as KMP of the Company in compliance with the provision of section 203 of the Companies Act, 2013.

S l . No.	Name of the KMP	Designation
1.	Mr. Ashok Kumar Todi	Whole-time Director, Chairman
2.	Mr. Pradip Kumar Todi	Managing Director
3.	Mr. Saurabh Kumar	Chief Financial
	Bhudolia	Officer
4.	Mrs. Smita Mishra	Company Secretary & Compliance Officer

Declarations from Independent Directors

All Independent Directors have given declarations under section 149(7) declaring that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

Familiarisation Program

At the time of appointing a Director, a formal letter of appointment is given to him / her, which, inter alia, explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The format of the letter of appointment is available on the website at https://luxs.s3.amazonaws.com/uploadpdf/ upload pdf/Cgovernance/id_02.pdf. The Director is also explained in detail the various compliances required from him/her as a director under various provision of Companies Act, 2013, and such other rules and regulations.

The Directors are also updated about the financials of the company and new product launches. They are also provided with the booklets relating to the

business and operations of the company. They are updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors, from time to time.

During the financial year under review, the Company organized familiarization programs for the Directors in accordance with the requirements of Listing Regulations. The Directors were also provided with relevant documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, from time to time, besides regular briefing by the senior members of the leadership team.

The details of such familiarization programs for Independent Directors may be accessed on the company''s website:-

https://luxs.s3.amazonaws.com/uploadpdf/

upload pdf/Cgovernance/id_01.pdf

Board Evaluation

Pursuant to the provisions of section 178 of Companies Act, 2013 and Regulation 17, 19 & 20 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the performance of individual directors as well as the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report. Further, the Independent Directors of the Company met once during the year on February 12, 2021 to review the performance of the Executive Directors, Chairman of the Company and performance of the Board as a whole. Details of separate meeting of Independent Director are given in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company''s website:-

https://luxs.s3.amazonaws.com/uploadpdf/

upload pdf/Cgovernance/policies_07.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar of meetings is prepared and circulated in advance to all the Directors. Any additional meeting, if any, is convened by giving appropriate notice in order to meet the requirements.

During the year, five Board Meetings and six Audit Committee Meetings were convened and held. Details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

20. Directors’ Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of sub section (3) of the Companies Act, 2013, the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual accounts of the Company have been prepared on a ‘going concern basis;

e. that proper internal financial controls are in place and that the financial controls are operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the

A quarterly report with number of complaints, if any, received under the Policy and their outcome is placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the company''s website:-

https://luxs.s3.amazonaws.com/uploadpdf/

upload pdf/Cgovernance/policies_l0.pdf

25. Auditor’s Report / Secretarial Audit Report

The observation made in the Auditors'' Report read together with relevant notes thereon are selfexplanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mohan Ram Goenka of M/s MR & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Auditor''s Report is annexed herewith as Annexure ‘H’.

26. Auditors

In the 22nd Annual General Meeting of the Company held on September 21, 2017, M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E/E300272) were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the 22nd AGM until the conclusion of the 27th AGM of the Company to be held in the year 2022. The Audit Committee and the Board recommend the continuity of M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E/E300272) as Statutory Auditors for the Financial Year 2021-22.

M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number: 306033E/E300272) Statutory Auditors of the Company have submitted their Independent Auditor''s report on the Financial Statements of the Company for the year ended on March 31, 2021.

27. Insider Trading Code

In compliance with the Securities and Exchange Board of India the PIT Regulations on prevention of insider trading, the Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of

business. There are no materially significant related party transactions made by the company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All the related party transactions are reviewed by the Audit Committee. The prescribed Form AOC-2 is not applicable to the Company. A policy on related party transactions and dealing with related parties as approved by the Board has been posted on the company''s website

https://luxs.s3.amazonaws.com/uploadpdf/ upload pdf/Cgovernance/policies_09.pdf

Further as required under Part A of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 following promoters are holding more than 10% of shareholding as on March 31, 2021 with whom transactions were carried out by the Company.

1. Mr. Ashok Kumar Todi

2. Mr. Pradip Kumar Todi

3. Mrs. Prabha Devi Todi

4. Mrs. Bimla Devi Todi

5. Mrs. Shobha Devi Todi

Disclosure of transaction with above-mentioned promoters is given in note no. 33 to the financial statements.

22. Subsidiaries, Associate and Joint Ventures Companies

The Company has one subsidiary, Artimas Fashions Private Limited (unlisted private limited company). Further, the Company does not have any associate and there were no joint ventures entered into by the company.

24. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177 of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. The Whistle Blower Policy also provides employees to report instances of leak of unpublished price sensitive information as required under sub regulation 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015. (‘the PIT Regulations”) It protects employees wishing to raise a concern about serious irregularities within the Company.

(H in Crores)
Ratings	Amount	Category	Remarks
ACUITE AA	374.18	Long-Term Bank Facilities	Revised
ACUITE A1	1.50	Short Term Instruments	Reaffirmed
ACUITE A1	50.00	Commercial Paper	Withdrawn

the Company and cautions them on consequences of non-compliances. During the year under review, this Code was amended by the Company in its Board Meeting held on November 10, 2020 & March 23, 2021 to make it in line with recent circular issued by SEBI vide circular no. SEBI/HO/ ISD/ISD/CIR/P/2 dated July 23, 2020 and SEBI/ HO/ISD/ISD/CIR/P/2021/19 dated 09.02.2021 under the PIT Regulations in relation to Reporting to Stock Exchanges regarding violations under Securities and Exchange Board of India "the PIT Regulation” Regulations, 2015 relating to the code of conduct and change in format for disclosure under Regulation 7. Except this, there were no other changes made in the Code by the Company. The Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. During the year under review no change in this Code was made by the Company. Both the aforesaid Codes are in line with the PIT Regulations. The code may be accessed on the Company''s website.

http://s3.amazonaws.com/luxs/ckeditors/

pictures/98/original/Insider_trading_code.pdf

28. Ratings

During Financial Year under review, Acuite Research & Ratings Limited (previously known as SMERA Ratings Limited) has revised and reaffirmed the following ratings given to the Company:-

29. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Company''s website at http:// s3.amazonaws.com/luxs/ckeditors/pictures/140/ original/Annual_Return_31.03.2021.pdf

30. Business Responsibility Report

The Company was ranked 374 by National Stock Exchange out of 500 top listed companies in India based on market capitalization as on March 31, 2020. Accordingly in compliance with regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Business Responsibility Report has been prepared and forms part of the Annual Report as Annexure ‘I’. The Report provides a detailed overview of initiatives taken by the Company from environmental, social and governance perspectives.

31. Business Risk Management

The Board of the company realizes that risk evaluation and risk mitigation is its vital responsibility. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report. Identifying critical risks and their mitigation in various departments of the Company, is an ongoing process. The Company has not identified any material element of risk which may threaten the existence of the Company.

32. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

33. Particulars of Employees

As on March 31, 2021, total number of employees on the records of the Company was 2,382 as against 2,199 in the previous financial year.

Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- ‘J’ and forms part of Directors'' Report. In terms of first proviso to Section 136(1) of the Companies Act, 2013, the Directors'' Report is being sent excluding the information on employees'' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Sundays and National Holidays up to the date of the 26th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance on [e-mail].

Particulars of Employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-

I. Details of Employees employed throughout the financial year who were in receipt of the remuneration for that year which, in aggregate, was not less than H1.02 Crore are: 6

II. Employees employed for a part of the financial year and who were in receipt of the remuneration during for that financial year at a rate not less than H8,50,000 per month: Nil

III. Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None

Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support, have enabled the

Company to cross new milestones on a continual basis.

34. Prevention of Sexual Harassment at workplace

The company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. The company has established policy against Sexual Harassment for its employees. The Company had also constituted a Prevention of Sexual Harassment Committee. The policy allows any employee to freely report any such act and prompt action will be taken thereon. Further details of complaints filed, disposed and pending during the financial year is provided in the Corporate Governance report of this Annual Report.

35. Board Policies

The Company has not approved any new policy during the year, however some existing policies were amended and revised by the Board as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018. The policies are reviewed periodically by the Board and updated as needed.

During the year the Board revised and adopted following policies:
Name of the Policy	Summary of Key Changes	Web link
Corporate Social Responsibility Policy	The Corporate Social Responsibility Policy was amended in line with SEBI(LODR) Regulations, 2015 and the Companies Act, 2013 as amended from time to time.	https://luxs.s3.amazonaws.com/ uploadpdf/upload pdf/Cgovernance/ policies_03.pdf
Code of Internal Procedure and Conduct to Prohibit Insider Trading	The Code of Internal Procedure and Conduct to Prohibit Insider Trading under SEBI (Prohibition of Insider Trading) Regulations, 2015 was amended as per recent circular under the said regulation.	http://s3.amazonaws.com/luxs/ ckeditors/pictures/98/original/Insider_ trading_code.pdf

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report as Annexure ‘L’.

37. Annexures forming part of Directors’ Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure	Particulars
Annexure - A	Dividend Distribution Policy
Annexure - B	Annual Report on Corporate Social Responsibility (CSR) Activities
Annexure - C	Management Discussion and Analysis Report
Annexure - D	Report on Corporate Governance
Annexure - E	Certification by Managing Director and Chief Financial Officer of the Company
Annexure - F	Auditors'' Certificate on Corporate Governance
Annexure - G	Certificate from Practicing Company Secretary
Annexure - H	Secretarial Auditor''s Report
Annexure - I	Business Responsibility Report (‘BRR'')
Annexure - J	Details pertaining to remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Annexure - K	Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1
Annexure - L	Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

38. Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities, employees and other stakeholders.

For and on behalf of the Board of Directors

Sd/-

Ashok Kumar Todi

Kolkata Chairman

May 25, 2021 DIN:00053599

---

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2018.

1. Financial Highlights

(Rs.in lakhs)

Particulars	Standalone		Consolidated
	March 31,2018	March 31,2017	March 31,2018*
Revenue from Operations (Gross)	1,13,775.16	95,796.85	1,13,775.16
Other Income	173.11	161.69	173.56
Total Revenue	1,13,948.27	95,958.54	1,13,948.72
Profit Before Tax	12,237.60	9,213.45	12,237.73
Tax Expense (Including Deferred Tax)	4,314.13	3,248.50	4,314.16
Profit after Tax	7,923.47	5,964.95	7,923.56
Other Comprehensive Income	(20.31)	(3.94)	(20.31)
Total Comprehensive Income	7,903.16	5,961.00.	7,903.25

*Note: In the financial year 2017-18, Artimas Fashions Private Limited became the wholly owned subsidiary of your company and thus Consolidation of accounts was not applicable for the financial year 2016-17

2. Operating & Financial Performance

Your company delivered another year of steady performance despite of transforming changes made by the Government in the economic environment. This year the Company’s total revenue crossed RS.1000 crores mark as against RS.950 crores in the previous year. Profit before Tax is RS.122.38 crores as against RS.92.13 crores in the previous year. The Net Profit after tax is RS.79.23 crores as against RS.59.65 crores for the previous year. The earnings per share isRS.31.38 against RS.23.62 in the previous year.

Post the hiccups faced during the initial implementation of the GST, the Government of India has done a commendable job in normalizing the effect of GST implementation considering its scale.The organised sector has been the major beneficiary of the GST as the compliance cost of the un-organised sector has increased and the price difference between organised and unorganised sector has reduced. Company expects the organised players to grow at a much faster rate due to Economies of Scale and Superior Manufacturing Technology and increasing Brand Consciousness.

The Dankuni Plant of your Company having an area of 5 lakhs square feet is now running at optimum utilizations, combining with cost efficiency measures has helped Company to improve margins. The Company has its other manufacturing capacities at Dhulagarh, Ludhiana and Tirupur. The Company has its sales offices in almost all over the country.

There is no change in the nature of the business of the Company. There was no significant and material order passed by regulators or courts or tribunal impacting the going concern status and Company’s operation in future.

All factories of the Company had been working efficiently during the year. Safety measures and processes have been installed and improved upon at all plants and work sites.

3. Composite Scheme of Arrangement

During the year under review, your Directors had proposed the Composite Scheme of Arrangement under Section 230 to 232 of the Companies Act, 2013 (the ‘Scheme”) for Amalgamation of Transferor Companies i.e. J.M. Hosiery & Co. Limited and Ebell Fashions Private Limited into Transferee Company i.e. Lux Industries Limited. The Appointed Date of the Scheme is April 1, 2018. The Scheme is subject to requisite approvals, including the sanction of the National Company Law Tribunal.

4. Performance of Subsidiary Companies

Artimas Fashions Private Limited became the wholly owned subsidiary of Lux Industries Limited in the financial year 2017-18 and this Company will manufacture premium innerwear, socks and sleepwear under the brand name of One8- Brand of Indian Cricket Team’s Captain Virat Kohli.

5. Dividend

Over the years, Lux has consistently followed a policy of paying high dividend, keeping in mind the cash-generating capacities, the expected capital needs of business and strategic considerations. For Financial Year 2017-18 the Board is pleased to recommend a dividend @ 100% (RS.2.00/-) on 25,253,000 Equity Shares of RS.2/- each. [Previous year, the total dividend was declared @ 70%, i.e. RS.1.40/- each on 25,253,000 Equity Shares of RS.2/- each]. Payment of dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The dividend payout is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is annexed herewith as “Annexure-A”.

6. Capacity Expansion

During the financial year 2017-18 the Dankuni Plant of your company having an area of 5 lakhs square feet is now running at optimum utilizations, combining with cost efficiency measures have helped Company to improve margins. Company has the lowest conversion cost while manufacturing hosiery in our industry

7. First Year of implementation of Indian Accounting Standards

This is the first year of implementation of the Indian Accounting Standards. The financial statements for the year ended on March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies(Accounts) Rules, 2014. The financial statements for the year ended on March 31, 2017 have been restated in accordance with IND AS for comparative information.

8. Material Changes and Commitments

No material changes and commitments have occurred from the date of the close of the financial year till the date of this Report, which affects the financial position of the company

9. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this report.

10. Share Capital

During the year under review, the Company has redeemed its 56,00,000 Non-Convertible Redeemable Preference Shares of RS.100 each at par which was issued to Promoter group Companies.

11. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit & loss account.

Futher during the year under review amount of RS.56 crores transferred to capital redemption reserve as per the provision of Companies Act, 2013 for redemption of preference shares.

12. Transfer to Investor Education and Protection Fund

During the financial year under review, your Company has transferred unpaid/unclaimed dividend, amounting to RS.2,14,982/- for Financial Year 2009-10 to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

Dividend which remains unclaimed which was declared for the year ended March 31, 2011 at the Annual General Meeting held on September 30, 2011 will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government by November, 2018 pursuant to the provisions of the section 124 and 125 of the Companies Act, 2013. Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholders will have to make their claim with the IEPF Authority following the appropriate rules in this regard.

Shareholders may claim their unclaimed dividend for the years prior to and including the financial year 2009-10 and the corresponding shares, from the IEPF Authority by applying in the prescribed Form No. IEPF- 5. This Form can be downloaded from the website www.iepf.gov.in.

3,705 Equity shares in respect of 45 folios corresponding to the dividend for the year ended on March 31, 2010 which remained unclaimed for seven consecutive years has also been transferred to the IEPF Authority in compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2017 after giving individual notices to concerned Shareholders and advertisements in newspapers.

Equity Shares corresponding to the dividend declared for the year ended on March 31, 2011 and remaining unclaimed for seven consecutive years will also be transferred to the IEPF, if the dividend is not encashed within October 31, 2018. Individual notices has been sent to the concerned Shareholders to claim their dividend and Notices have also been published in the newspapers in this regard. The advertisement is also available on the website of the Company. Attention in particular drawn that the unclaimed dividend for the finanicial year 2010-11 and corresponding shares will due for transfer to IEPF on 7th November, 2018.

List of shareholders whose dividend remained unclaimed are available on the website of the company www.luxinnerwear.com under heading Investors Section. Shareholders are requested to check their unpaid dividend from the list and contact the Registrar & Share Transfer Agent or Company Secretary to encash these unpaid dividends.

Details of Unclaimed/Unpaid Dividend

Year	Dividend Type	Dividend	Date of declaration	Due date for Transfer to IEPF
2010-2011	final	2.20	September 30, 2011	November 07, 2018
2011-2012	final	2.20	September 28, 2012	November 05, 2019
2012-2013	final	2.20	September 27, 2013	November 04, 2020
2013-2014	final	3.00	September 26, 2014	November 03, 2021
2014-2015	final	6.00	September 26, 2015	November 03, 2022
2015-2016	interim	6.00	March 12, 2016	March 19, 2023
2015-2016	final	1.00	September 27, 2016	November 04, 2023
2016-2017#	final	1.40	September 21, 2017	October 28, 2024

#Note: For the financial year 2016-17, the Company declares dividend on the face value of RS.2/- each and dividend declared in the previous financial years were at the face value of RS.10/-each.

The Company is sending periodic communications to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividend. Shareholders are cautioned that once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company

Unclaimed Shares

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, the details of the shares in the Unclaimed Suspense Account of Lux Industries Limited is as follows:

Outstanding Shares	Number of	Number of	Outstanding	That the voting
in the suspense	shareholders	shareholders to	Shares in the	rights on these
account lying at the	who approached	whom shares were	suspense account	shares shall remain
beginning of the	the Company for	transferred from	lying at the end of	frozen till the
year	transfer of shares	suspense account	the year	rightful owner of
	from suspense	during the year		such shares claims
	account during the			the shares
	year
(1)	(2)	(3)	(4)	(5)
2000 Equity Shares	NIL	NIL	2000 Equity Shares	Yes

Note: During the year, no shares were credited by the Company to the said Demat Suspense Account.

13. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under during the year under review.

14. Particulars of Loans, Guarantees or Investments

The Company has not given any new loan during the financial year2017-18, however, charged interest on outstanding balance of the loan given during the financial year 2015-16, details of the same are given below.

(Rs. in lakhs)

Name	Rate of Interest	Max amount of Outstanding	Purpose
Manamaa Garments	12%	52.74	Loan
Jalan & Sons	12%	32.37	Loan
West Bengal Hosiery Park Insfrastructure Ltd.	9%	0.40	Loan

During the year under review the Company has invested in 100% shares of Artimas Fashions Private Limited resulting said Private Limited Company becoming a Wholly Owned Subsidiary of Lux Industries Limited.

The Company has given a corporate guarantee on behalf of its wholly owned subsidiary Artimas Fashions Private Limited to ensure performance of the financial obligation of Artimas Fashions Pvt. Ltd

The details of investments made by company are given under the notes to the financial statements.

15. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventories, fixed assets and with regard to the sale of goods and services. Details in respect of the adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

16. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013, read with rules made there under, your directors have constituted a Corporate Social Responsibility Committee. As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has contributed funds for the schemes relating to eradicating hunger and poverty, promoting education, animal and social welfare and medical aid. The contributions in this regard have been made to the registered trusts and / or section 8 companies which are undertaking such schemes. The CSR Policy may be accessed on the Company’s website at the link: http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies 03.pdf

The Annual Report on CSR activities is annexed herewith as Annexure ‘B’

17. Management Discussion and Analysis Report

Pursuant to Regulation 34 (2)(e) of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is annexed as Annexure ‘C’ forming part of this Report.

18. Corporate Governance

Your Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Company’s Auditor confirming compliance is set out in Annexure ‘D’ and Annexure ‘F’ forming part of this report. Further a declaration on the Code of Conduct is given in Annexure ‘E’.

19. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the CEO and CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Kumar Patodia, Chief Financial Officer is set out in Annexure ‘E’ forming part of this report.

20. Directors & Key Managerial Personnel Retirement by Rotation

Mr. Ashok Kumar Todi, Whole Time Director retires by rotation and, being eligible, offers himself for re-appointment. The Board has recommend his reappointment.

Brief resume / details of Mr. Ashok Kumar Todi (DIN: 00053599) is furnished in the annexure to the notice of the ensuing Annual General Meeting.

The following person are designated as KMP of the Company in compliance with the provision of section 203 of the Companies Act, 2013.

Sl. No.	Name of the KMP	Designation
1.	Mr. Ashok Kumar Todi	Whole-time Director
2.	Mr. Pradip Kumar Todi	Managing Director
3.	Mr. Ajay Kumar Patodia	Chief Financial Officer
4.	Mrs. Smita Mishra	Company Secretary & Compliance Officer

During the year, there has been no changes in the Key Managerial Personnel.

Independent Director’s

Mr. Nandananda Mishra, Mr. Kamal Kishore Agrawal and Mr. Snehasish Ganguly will complete their present term as an Independent Director on 31st March, 2019. The Board at their meeting on the recommendation of the Nomination and Remuneration Committee, recommended for the approval of the Members, the re-appointment of Mr. Nandananda Mishra, Mr. Kamal Kishore Agrawal and Mr. Snehasish Ganguly as an Independent Director of the Company for a period of five years with effect from 1st April, 2019.

Mr. Nandanadan Mishra, Independent Director of the Company has attained the age of seventy five years as on 20th October, 2017. The Board at their meeting, on the recommendation of the Nomination and Remuneration Committee, recommended for approval of the members, continuation of Mr. Nandanandan Mishra as an Independent Director of the Company for a period of five years with effect from 1st April, 2019, in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

Declarations from Independent Directors

All Independent Directors have given declarations under section 149(7) declaring that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

Familiarisation Program for Independent Directors

At the time of appointing a Director, a formal letter of appointment is given to him / her, which, inter alia, explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the various compliances required from him/her as a director under various provisions of the Companies Act, 2013, and such other rules and regulations.

The Directors are also updated about the financials of the company and new product launches. They are also provided with the booklets relating to the business and operations of the company. They are updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors, from time to time.

During the financial year under review, your Company organized familiarisation programmes for the Directors in accordance with the requirements of Listing Regulations. The Directors were also provided with relevant documents, reports and internal policies to enable them to familiarise with your Company’s procedures and practices, from time to time, besides regular briefing by the members of the senior leadership team.

The details of such familiarisation programs for Independent Directors may be accessed on the company’s website:-http://www. luxinnerwear.com/upload%20pdf/ Cgovernance/id 01.pdf

Board Evaluation

Pursuant to the provisions of section 178 of the Companies Act, 2013 and Regulation 17, 19 & 20 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the performance of individual directors as well as the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report. Further the Independent Directors of the Company met once during the year on January 20, 2018 to review the performance of the executive directors, Chairman of the Company and performance of the Board as a whole. Details of separate meeting of Independent Director are given in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company’s website:- http://www. luxinnerwear.com/upload%20pdf/ Cgovernance/policies 07.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar of meetings is prepared and circulated in advance to all the Directors. Any additional meeting, if any, is convened by giving appropriate notice in order to meet the requirements.

During the year, five Board Meetings and six Audit Committee Meetings were convened and held. Details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

21. Director’s Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of subsection (3) of the Companies Act, 2013, the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual accounts of the Company have been prepared on a ‘going concern basis’;

e. that proper internal financial controls are in place and that the financial controls are operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

22. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All the related party transactions were reviewed by the Audit Committee. The prescribed Form AOC-2 is not applicable to the Company. A policy on related party transactions and dealing with related parties as approved by the Board has been posted on the company’s website http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies 09.pdf

23. Subsidiaries, Associate and Joint Ventures

During the year the Company has invested in 100% shares of Artimas Fashions Private Limited (Unlisted Private Limited Company) resulting said Private Limited Company become a Wholly Owned Subsidiary of Company. Further the Company does not have associate and there were no joint ventures entered into by the Company

Pursuant to section 129(3) of the Companies Act,2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Subsidiaries is given in Form AOC-I and annexed as “Annesure-G”.

24. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177 of the Companies Act 2013, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company A quarterly report with a number of complaints, if any, received under the Policy and their outcome is placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the company’s website:- http://www.luxinnerwear.com/upload%2 0pdf/ Cgovernance/policies 10.pdf

25. Auditor’s Report / Secretarial Audit Report

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mohan Ram Goenka, of M/s MR & Associates Practising Company Secretaries to undertake the Secretarial Audit of the Company The Secretarial Auditor’s Report is annexed herewith as Annexure ‘H’.

26. Auditors

M/s S.K. Agarwal & Co., Chartered Accountants (Firm Registration Number: 306033E) Statutory Auditors of the Company have submitted their Independent Auditor’s report on the financial statement of the Company for the year ended on March 31, 2018.

Members of the Company at the Annual General Meeting(AGM) held on September 21, 2017, approved the appointment of the M/s. S.K. Agrawal and Co. Chartered Accountant, as the statutory auditor of the company for a period of five years commencing from the conclusion of the 22nd AGM held on September 21, 2017 until the conclusion of 27th AGM of the Company to be held in the year 2022.

In terms of provision relating to statutory auditor forming part of the Companies amendment Act 2017 notified on May 7, 2018 ratification of the appointment of statutory Auditors at every AGM is no more a legal requirement. Accordingly, the notice convening the ensuing AGM does not carry any resolution on ratification of the appointment of statutory auditor However M/s. S.K. Agrawal & Co. has confirmed that they are eligible to continue as statutory auditor of the Company and accordingly M/s. S.K. Agrawal & Co. will continue to be the statutory Auditor of the Company for financial year ending March 31, 2019.

27. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations’) on prevention of insider trading, your Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on the consequences of non-compliances. During the year under review Company has made changes in the insider trading policy of the Company and the same was duly intimated to exchange. Your Company further puts in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. Both the aforesaid Codes are in line with the PIT Regulations. The policy may be accessed on the Company’s website:- http://www. luxinnerwear.com/upload%20pdf/ Cgovernance/policies 02.pdf

28. Ratings

During FY under review, SMERA Ratings Limited has given the following ratings to the Company:-

(Rs. in Crores)

Ratings	Amount	Category
SMERA AA	359.18	Long-Term
		Instruments
SMERA A1	1.50	Short Term
		Instruments

29. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure ‘I’.

30. Business Responsibility Report

The Company was not in list of top 500 listed Companies as on March 31, 2017 so compliance with Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, preparation of the Business Responsibility Report (‘BRR’) is not applicable, however, as the Company is in the list of top five hundred listed Companies as on March 31, 2018 and has already started Business Responsibility initiative, Management of the Company voluntarily chose to prepare Business Responsibility Report this year also. Accordingly, it has been prepared and forms part of the Annual Report as Annexure ‘J’. The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.

31. Business Risk Management

The Board of the company realizes that risk evaluation and risk mitigation is its vital responsibility. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report. Identifying critical risks and their mitigation in various departments of the Company, is an ongoing process. The Company has not identified any material element of risk which may threaten the existence of the Company.

32. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

33. Particulars of Employees

As on March 31, 2018, total number of employees on the records of your Company was 1407 as against 907 in the previous FY. Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support, have enabled the Company to cross new milestones on a continual basis.

The ratio of the remuneration of each director to the median of employee’s remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure ‘K(i)’.

A statement containing the names of the top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration Personnel) Rules 2014 is annexed herewith as Annexure ‘K(ii)’.

34. Prevention of Sexual Harassment at workplace

Your company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. The company has established policy against Sexual Harassment for its employee. The Company had also constituted a Prevention of Sexual Harassment Committee. The policy allows any employee to freely report any such act and prompt action will be taken thereon. There were no such incidences during the period under review.

35. Policies approved by Board

During the year the following policies were approved by the board:-

Policy	Date of Board Meeting where approved	Web link
Policy for determining Materiality of Subsidiaries	05.12.2017	http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies 08.pdf

36. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure	Particulars
Annexure - A	Dividend Distribution Policy
Annexure - B	Annual Report on Corporate Social Responsibility (CSR) Activities.
Annexure - C	Management Discussion and Analysis Report.
Annexure - D	Report on Corporate Governance.
Annexure - E	Certification by Managing Director and Chief Financial Officer of the Company
Annexure - F	Auditors’ Certificate on Corporate Governance.
Annexure - G	Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1.
Annexure - H	Secretarial Auditor’s Report.
Annexure - I	Extract to the Annual Return in Form MGT-9.
Annexure - J	Business Responsibility Report (‘BRR’).
Annexure - K	(i) Details pertaining to remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (ii) Statement containing the names of top ten employees as required under section 197(12) of the Companies Act 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014.
Annexure - L	Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo.

37. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report as Annexure ‘L’.

38. Acknowledgement

Your Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities, employees and other stakeholders.

For and on behalf of the Board of Directors

Pradip Kumar Todi

Kolkata Managing Director

May 17, 2018 DIN:00246268

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Mar 31, 2017

The Directors are pleased to present the 22^nd Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2017.

1. Financial Highlights

(Rs,in lakhs)

Particulars	For the year ended March 31, 2017	For the year ended March 31, 2016
Revenue from Operations (Gross)	97,156.21	94,086.54
Other Income	95.96	29.79
Total Revenue	97,252.17	94,116.33
Profit before Interest, Depreciation and Tax	12,051.55	9,476.37
Less: Depreciation	708.35	411.89
Less: Finance Cost	1,716.28	1,196.50
Profit Before Tax	9,626.92	7,867.98
Tax Expense
(a) Current Tax	3,110.00	2,769.00
(b) Deferred Tax	232.14	-25.79
(c) Income Taxes for earlier year	0.00	-9.29
Profit after Tax	6,284.78	5,134.06
Add: Surplus brought forward	15,323.85	10,732.15
Balance available for appropriation	21,608.63	15,866.21

2. Operating & Financial Performance

Your company delivered another year of steady performance in the backdrop of sluggishness in the macro-economic environment. This year the Company’s total revenue crossed the Rs,970 crores mark as against Rs,941.16 crores in the previous year. Profit before Tax is Rs,96.27 crores as against Rs,78.68 crores in the previous year. The Net Profit after tax is Rs,62.85 crores as against Rs,51.34 crores for the previous year. The earnings per share is Rs,24.89 against Rs,20.33 in the previous year.

The innerwear industry is expected to grow at 10% during 2017-18. The yarn prices are expected to remain steady. The top line of the Company is also expected to grow at 10%. With the commencement of operations of the Dankuni Plant at its full capacity, the Company expects to achieve better efficiency. The Company has its other manufacturing capacities at Dhulagarh and Tirupur. The

Company has its sales offices almost all over the country.

There is no change in the nature of the business of the Company. There was no significant and material order passed by regulators or courts or tribunal impacting the going concern status and Company’s operation in future.

All factories of Company had been working efficiently during the year. Safety measures and processes have been installed and improved upon at all plants and work sites.

3. Dividend

Over the years, Lux has consistently followed a policy of paying high dividend, keeping in mind the cash-generating capacities, the expected capital needs of business and strategic considerations. For Financial Year 2016-17 the Board is pleased to recommend a dividend @ 70% (Rs,1.40 /-) on 25,253,000 Equity Shares of Rs,2/-each. [Previous year, the total dividend was declared @ 70% i.e. Rs,7/- each (Interim dividend @60% i.e. Rs,6/- each and final dividend @10% i.e. Rs,1/- each) on 50,50,600 per Equity Share of Rs,10/- each]. The Board also recommends to pay dividend @ 0.25% i.e. Rs,0.25/- each on 56,00,000 preference shares of Rs,100/- each. Payment of dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting.

4. Capacity Expansion

During the financial year 2016-17 the Dankuni Plant of your company having an area of 5 lakhs square feet has started its Commercial Operation. The same plant has the capacity to produce 5 lakhs units of finished products a day.

5. Material Changes and Commitments

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which affects the financial position of the Company.

6. Share Capital

During the year under review the Company has sub divided its equity shares from Rs,10/- each to Rs,2/- each in the ratio of 5 shares of Rs,2/- each for every 1 share of Rs,10/- each.

7. Transfer to Reserves

The Company proposes to transfer a sum of Rs,100.00 lakhs to the General Reserve out of profits earned by the Company.

8. Transfer to Investor Education and Protection Fund

During the financial year under review, your Company has transferred unpaid/unclaimed dividend, amounting to Rs,69,494/- for Financial Year 2008-09 to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

Dividend which remains unclaimed which was declared for the year ended March 31, 2010 at the Annual General Meeting held on September 22, 2010 will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government by October, 2017 pursuant to the provisions of the section 124 and 125 of the Companies Act, 2013. Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholders will have to make their claim with the IEPF Authority following the appropriate rules in this regard. Equity Shares corresponding to the dividend unclaimed for seven consecutive years will also be transferred to the demat account of the IEPF Authority. Individual notices and necessary newspaper publication has also been made in this regard.

Newspaper Notice dated November 14, 2016 and March 31, 2017 have also been published to all members concerned reminding them to encash their unclaimed dividend.

List of shareholders whose dividend remained unclaimed till date of AGM held on September 27, 2016 have been uploaded on the website of the company www. Iuxinnerwear.com under heading Investors Section. Shareholders are requested to check their unpaid dividend from the list and contact the Registrar & Share Transfer Agent or Company Secretary to encash these unpaid dividends.

9. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under during the year under review.

10. Particulars of Loans, Guarantees or Investments

The Company has not given any new loan during the financial year 2016-17, however, charged interest on outstanding balance of loan given during the last financial year 2015-16, details of the same are given below. Further, the Company has not given any guarantees covered under the provision of section 186 of the Companies Act, 2013.

(Rs,in lakhs)

Name	Rate of Interest	Max amount of Outstanding	Purpose
West Bengal Hosiery Park Infrastructure Limited	9%	0.40	Loan
Manamaa Garments	12%	100	Loan
Jalan & Sons	12%	29.22	Loan

The details of investments made by company are given under the notes to the financial statements.

11. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventories, fixed assets and with regard to the sale of goods and services. Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

12. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013, read with rules made there under, your directors have constituted a Corporate Social Responsibility Committee. As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has contributed funds for the schemes relating to eradicating hunger and poverty, promoting education, animal and social welfare and medical aid. The contributions in this regard have been made to the registered trusts and / or section 8 companies which are undertaking such schemes. The CSR Policy may be accessed on the Company’s website at the link:

http://www.luxinnerwear.com/investor download pdf2/20151221073219. pdf.

The Annual Report on CSR activities is annexed herewith as Annexure ‘B’

13. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is annexed as Annexure ‘C’ forming part of this Report.

14. Corporate Governance

Your Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Company’s Auditor confirming compliance is set out in Annexure ‘D’ and Annexure ‘F’ forming part of this report. Further a declaration on the Code of Conduct is given in Annexure ‘E’.

15. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the CEO and CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Kumar Patodia, Chief Financial Officer is set out in Annexure ‘E’ forming part of this report.

16. Directors & Key Managerial Personnel

Mr. Ashok Kumar Todi, Whole Time Director (DIN: 00053599) re-appointed on 27^th September, 2012 w.e.f. 1^st October, 2012 whose term expires on 30^th September, 2017. The Board has approved his re-appointment on 25th May, 2017 subject to approval of shareholder for a period of five years with effect from 1^st October, 2017, being eligible offers himself for re-appointment as Whole Time Director.

Mrs. Prabha Devi Todi, Director retires by rotation and, being eligible, offers herself for re-appointment. The Directors recommend her re-appointment.

Brief resume / details of Mr. Ashok Kumar Todi (DIN: 00053599) and Mrs. Prabha Devi Todi (DIN: 00246219) are furnished in the annexure to the notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

During the year under review, Mr. Pankaj Kumar Kedia resigned and ceased to be the Vice President Finance & Company Secretary of the Company with effect from February 14, 2017.

Mrs. Smita Mishra has been appointed as Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company with effect from February 14, 2017 in compliance with provision of section 203 of the Companies Act, 2013. With her appointment, your Company has further strengthened the governance framework and is committed to take the governance function to greater heights.

Nomination and Remuneration Committee of the Board has recommended the said appointment to the Board of Directors. The Board has placed on record their deep appreciation for the valuable contribution made by Mr. Kedia during his tenure of service with the Company.

Remuneration and other detail of Mrs. Smita Mishra for the year ended March 31, 2017 are mentioned in the Extract to the Annual Return in Form MGT-9 which is attached as Annexure ‘H’.

Declarations from Independent Directors

All Independent Directors have given declarations under section 149(7) declaring that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

Annual Board Evaluation and Familiarization Program

At the time of appointing a Director, a formal letter of appointment is given to him / her, which, inter alia, explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the various compliances required from him/her as a director under various provision of Companies Act, 2013, and such other rules and regulations.

The Directors are also updated about the financials of the company and new product launches. They are also provided with the booklets relating to the business and operations of the company. They are updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors, from time to time.

During the financial year under review, your Company organized familiarization programmes for the Directors in accordance with the requirements of Listing Regulations. The Directors were also provided with relevant documents, reports and internal policies to enable them to familiarize with your Company’s procedures and practices, from time to time, besides regular briefing by the members of the senior leadership team.

The details of such familiarization programs for Independent Directors may be accessed on the company’s website:-

http://www.luxinnerwear.com/investor download pdf2/20170309090816.pdf.

Board Evaluation

Pursuant to the provisions of section 178 of Companies Act, 2013 and Regulation 17, 19 & 20 of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the performance of individual directors as well as the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report. Further, the Independent Directors of the Company met once during the year on February 13, 2017 to review the performance of the executive directors, Chairman of the Company and performance of the Board as a whole. Details of separate meeting of Independent Director are given in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company’s website:-

http://www.luxinnerwear.com/investor download pdf2/20151221071320.pdf.

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar of meetings is prepared and circulated in advance to all the Directors. Any additional meeting, if any, is convened by giving appropriate notice in order to meet the requirements.

During the year, five Board Meetings and four Audit

Committee Meetings were convened and held. Details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

17. Director''s Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of sub section (3) of the Companies Act, 2013, the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual accounts of the Company have been prepared on a ‘going concern’ basis;

e. that proper internal financial controls are in place and that the financial controls are operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

18. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All the related party transactions are reviewed by the Audit Committee. The prescribed Form AOC-2 is not applicable to the Company. A policy on related party transactions and dealing with related parties as approved by the Board has been posted on the company’s website:-http://www.luxinnerwear.com/investor download pdf2/20151221073348.pdf.

19. Subsidiaries, Associate and Joint Ventures Companies

The Company does not have any subsidiary and associate. There were no joint ventures entered into by the company.

20. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177 of the Companies Act 2013, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. A quarterly report with number of complaints, if any, received underthe Policy and their outcome is placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the company’s website:-http://www.luxinnerwear.com/investor download pdf2/20151221073425. pdf.

21. Auditor’s Report / Secretarial Audit Report

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mohan Ram Goenka, of M/s MR & Associates Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditor’s Report is annexed herewith as Annexure ‘G’.

22. Auditors

M/s Sanjay Modi & Co., Chartered Accountants, (Firm Registration No. 322295E) Statutory Auditors of the Company, have served the company for over 10 years before the Act was notified and will be completing the maximum number of transitional period (three years) at the ensuing AGM and pursuant to section 139 of the Companies Act 2013 and Rules made there under they are not eligible for re-appointment as Statutory Auditors at the ensuing Annual General Meeting and their term of office as Statutory Auditors of the Company will conclude from the close of ensuing Annual General Meeting of the Company. On the recommendation of the Audit Committee, the Board of Directors have selected and recommend M/s S.K. Agarwal & Co., Chartered Accountants (Firm Registration No. 306033E) to be the Statutory Auditors of the Company for the next five years. The Members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Twenty Seventh (27th) Annual General Meeting of the Company on such remunerations as approved by the Board of Directors of the Company.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

23. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations’) on prevention of insider trading, your Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. Both the aforesaid Codes are in line with the PIT Regulations. The policy may be accessed on the Company’s website:-http://www.luxinnerwear.com/investor download pdf2/20170221053822.pdf.

24. Ratings

During FY under review, CARE Limited has reaffirmed the following ratings to the Company:-

(Rs, in Crores)

Ratings	Amount	Category	Remarks
CARE A	374.25	Long	(Revised
(Single A		term Bank	from CARE A
plus)		Facilities	(Single A)
CARE A1 (A	1.5	Short	(Revised
One plus)		term Bank	from CARE
		Facilities	A1 (A One)

25. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure ‘H’.

26. Business Responsibility Report

The Company was ranked 457th by National Stock Exchange out of 500 top listed companies in India based on market capitalization as on March 31, 2016. Accordingly in compliance with regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report (‘BRR’) has been prepared and forms part of the Annual Report as Annexure ‘I’. The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.

27. Business Risk Management

The Board of the company realizes that risk evaluation and risk mitigation is its vital responsibility. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report. Identifying critical risks and their mitigation in various departments of the Company, is an ongoing process. The Company has not identified any material element of risk which may threaten the existence of the Company.

28. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

29. Personnel

As on March 31, 2017, total number of employees on the records of your Company was 907 as against 743 in the previous FY. Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support, have enabled the Company to cross new milestones on a continual basis.

30. Particulars of Employees

The ratio of remuneration of each director to the median of employee’s remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure ‘J(i)’.

A statement containing the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014 is annexed herewith as Annexure ''J(ii)’.

31. Prevention of Sexual Harassment at workplace

Your company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. The company has established policy against Sexual Harassment for its employee. The Company had also constituted a Prevention of Sexual Harassment Committee. The policy allows any employee to freely report any such act and prompt action will be taken thereon. There were no such incidences during the period under review.

32. Policies approved by Board

During the year the following policies were approved by the board:-

Policy	Date of Board Meeting where approved	Web link
Dividend Distribution Policy	13.02.2017	https://www.luxinnerwear.com/investor_download_ pdf2/20170227112215. pdf
Business Responsibility policy	10.11.2016	https://www.luxinnerwear.com/investor_download_ pdf2/20170103095135. pdf

33. Annexure forming part of Board Report

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure	Particulars
Annexure - A	Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo.
Annexure - B	Annual Report on Corporate Social Responsibility ( CSR) Activities.
Annexure -C	Management Discussion and Analysis Report.
Annexure - D	Report on Corporate Governance.
Annexure - E	Certification by Managing Director and Chief Financial Officer of the Company.

Annexure		Particulars
Annexure	F	Auditors’ Certificate on Corporate Governance.
Annexure	G	Secretarial Auditor’s Report.
Annexure	H	Extract to the Annual Return in Form MGT-9.
Annexure - 1		Business Responsibility Report (‘BRR’).
Annexure	J	(i) Details pertaining to remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
		(ii) Statement containing the names of top 10 employees as required under section 197(12) of the Companies Act 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014.

34. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report as Annexure ‘A’.

35. Acknowledgement

Your Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities, employees and other stakeholders.

For and on behalf of the Board of Directors

Pradip Kumar Todi

Kolkata Managing Director

May 25,2017 DIN:00246268

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Mar 31, 2016

1. Financial Results

(Rs, in lacs)

Particulars	For the year ended March 31, 2016	For the year ended March 31, 2015
Gross Income	94,116.33	90,913.50
Profit before Interest, Depreciation and Tax	9,476.37	8,141.88
Less: Depreciation	411.89	(421.70)
Less: Finance Cost	1,196.50	1,764.34
Profit Before Tax	7,867.98	6,799.24
Tax Expense
(a) Current Tax	2,769.00	2,035.00
(b) Deferred Tax	(25.79)	241.33
(c) Income Taxes for earlier year	(9.29)	-
Profit after Tax	5,134.06	4,522.91
Add: Surplus brought forward	10,732.15	6,973.14
Balance available for appropriation	15,866.21	11,496.05
Appropriations:
Transfer to General Reserve	100.00	400.00
Dividend on equity shares	353.54	303.04
Dividend on preference shares	14.00	0.23
Dividend tax on equity dividend	71.97	60.58
Dividend tax on preference dividend	2.85	0.05
Balance carried forward	15,323.85	10,732.15
Total	15,886.22	11,496.05

2. Results of Operations

Your company delivered another year of steady performance in the backdrop of continuing sluggishness in the macro-economic environment. During the year under review, the Company achieved a gross income of Rs, 94,116.33 lacs as against Rs, 90,913.50 lacs in the previous year. Profit before Tax is Rs, 7,867.98 lacs as against Rs, 6,799.24 lacs as against the previous year. The Net Profit after tax is Rs, 5,134.06 lacs as against Rs, 4,522.91 lacs for the previous year. The earnings per share is Rs, 101.65 against Rs, 89.55 in the previous year.

The innerwear industry is expected to grow at 8% to 10% during 2016-17. The yarn prices are expected to remain steady. The top line of the company is also expected to grow at 10%. The company expects to achieve better efficiency with its Dankuni Plant commencing operations having an area of six lakh square feet. The company has its other manufacturing capacities at B.T.Road, Dhulagarh, Agarpara, Ludhiana and Tirupur. The company has its sales offices almost all over the country.

3. Dividend

The Board of Directors at the meeting held on March 12, 2016 declared an interim dividend @ 60% (Rs, 6/-) per Equity Share. The Board is pleased to recommend a final dividend @ 10% (Rs, 1/-) per Equity Share. This will make the total dividend for the year @ 70% (Rs, 7/-) per share (previous year Rs, 6.00 per Equity Share) on 50,50,600 equity shares of Rs,10 each. The Board also recommends to pay dividend @ 0.25% on 56,00,000 preference shares ofRs, 100 each. Payment of final dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting.

4. Material Changes and Commitments

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which affect the financial position of the company.

5. Share Capital

During the year under review there was no change in share capital of the company.

6. Transfer to Reserves

The Company propose to transfer a sum of Rs, 100.00 lacs to the General Reserve out of profits earned by the Company.

7. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under during the year under review.

8. Particulars of loans, guarantees or Investments

Particulars of loans given during the year are as follows. Further the Company has not given any guarantees covered under the provision of section 186, of the Companies Act, 2013.

(Rs,in lacs)

Name	Rate of Interest	Max amount of Outstanding	Purpose
Frontiers Warehousing Pvt. Ltd.	15%	100	Loan
Jalan & Sons	12%	25	Loan
West Bengal Hosiery Park Infrastructure Limited	9%	1800	Loan

The details of investments made by Company are given under the notes to the financial statements.

9. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventories, fixed assets and with regard to the sale of goods and services. Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

10. Corporate Social Responsibility Initiatives

Pursuant to Section 135 of the Companies Act 2013, read with rules made there under, your directors have constituted a Corporate Social Responsibility Committee. As part of its initiatives under "Corporate Social Responsibility (CSR)", the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trusts and / or section 8 companies which are undertaking such schemes. The CSR Policy may be accessed on the Company''s website at the link: http://www.luxinnerwear. com/investor_download_pdf2/20151221073219.pdf. The Annual Report on CSR activities is annexed herewith as Annexure ''B''

11. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is annexed as Annexure ''C'' forming part of this Report.

12. Corporate Governance

Your Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, a separate Section on Corporate Governance together with a certificate from the Company''s Auditor confirming compliance is set out in Annexure ''D'' and Annexure ''F'' forming part of this report. Further a declaration on the Code of Conduct is given in Annexure ''E''.

13. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the CEO/CFO certification on the accounts of the Company as given by Sri Ashok Kumar Todi, Whole Time Director and Sri Ajay Kumar Patodia, Chief Financial Officer is set out in Annexure ''E'' forming part of this report.

14. Directors & Key Managerial Personnel

Details of Directors or Key Managerial Personnel (KMP) appointed or resigned during the year are as below:

SI.	Directors / Key	Date of Appointment/
No.	Managerial Personnel	Resignation
1.	Mr. Vinod Agrawal	Resigned on
	Company Secretary	01.06.2015
2.	Mr. Pankaj Kumar Kedia	Appointed on
	Company Secretary	01.06.2015

Nomination and Remuneration Committee of the Board has recommended the said appointment to the Board of Directors The Board has placed on record their deep appreciation for the valuable contribution made by Mr. Agarwal during the tenure of his service with the company.

Mr. Pradip Kumar Todi, Managing Director retire by rotation and being eligible, offers himself for re-appointment. The Directors recommend his re-appointment. Brief resume / details of Mr Pradip Kumar Todi is furnished in the annexure to the notice of the ensuing Annual General Meeting as required under the code of corporate governance.

All independent directors have given declarations under Section 149(7) declaring that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Annual Board Evaluation and Familiarization Program

At the time of appointing a Director, a formal letter of appointment is given to him / her, which, inter alia, explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the various compliances required from him/her as a director under various provision of the Companies Act, 2013, and such other rules and regulations.

The Directors are also updated about the financials of the company and new product launches. They are also provided booklets about the business and operations of the company. They are updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors, from time to time.

The details of such familiarization programs for Independent Directors may be accessed on the company''s website http://www.luxinnerwear.com/investor_download_ pdf2/20160504012019.pdf

Board Evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17, 19 & 20 of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report. Further, the Independent Directors of the Company met once during the year on February 12, 2016 to review the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. Detail of separate meeting of Independent Directors are given in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company''s website http://www.iuxinnerwear.com/ investor_downioad_pdf2/20151221071320.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar of Meetings is prepared and circulated in advance to all the Directors. Any additional meeting is convened by giving appropriate notice in order to meet the requirements.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. Details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

15. Director''s Responsibility Statement

Pursuant to the requirement under Section 134 clause (C) of sub Section (3) of the Companies Act, 2013 the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care have been taken 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. that the annual accounts of the Company have been prepared on a ''going concern'' basis.

e. that proper internal financial controls are in place and that the financial controls are operating effectively.

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

16. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All the related party transactions are reviewed by the Audit Committee. A policy on related party transactions and dealing with related parties as approved by the Board has been posted on the company''s website http://www.luxinnerwear.com/investor_download_ pdf2/20151221073348.pdf

17. Subsidiary Companies and Joint Ventures

The Company does not have any subsidiary. There were no joint ventures entered into by the company.

18. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177 of the Companies Act 2013, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. A quarterly report with number of complaints, if any, received under the Policy and their outcome are placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the company''s website http://www.iuxinnerwear.com/investor_ downioad_pdf2/20151221073425.pdf

19. Auditor''s Report / Secretarial Audit Report

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Ms. Smita Mishra, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure ''G''.

20. Auditors

M/s Sanjay Modi & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Twenty Second (22nd) Annual General Meeting of the Company on such remunerations as approved by the members.

The Company has received a certificate from the proposed

Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure ''H''.

22. Business Risk Management

The Board of the company realizes that risk evaluation and risk mitigation is its important responsibility. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. Identifying critical risks and their mitigation in various departments of the company, is an ongoing process. The company has not identified any material element of risk which may threaten the existence of the company.

23. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

24. Particulars of Employees

The ratio of remuneration of each director to the median of employees remuneration as required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure ''l(i)''.

A statement containing the names of every employee as required under section 197(12) of the Companies Act 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014 is annexed herewith as Annexure ''l(ii)''.

25. Prevention of Sexual Harassment at workplace

Your company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. The company has established policy against Sexual Harassment for its employee. The policy allows any employee to freely report any such act and prompt action will be taken thereon. There were no such incidence during the period under review.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under Section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report.

27. Acknowledgement

Your Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities, employees and other stakeholders.

For and on behalf of the Board of Directors

Ashok Kumar Todi

Kolkata Chairman

May 25, 2016 DIN 00053599

---

Mar 31, 2015

Dear Members,

Your Directors are pleased to present the 20th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2015, together with the notice of Annual General Meeting.

1. Financial Results

The highlights of your Company's financial performance are:

(Rs in lacs)

Particulars For the year For the year ended March ended March 31,2015 31, 2014

Gross Income 90913.50 87113.95

Gross Expenditure 82771.62 80110.59

Profit before Depreciation, Interest and Tax 8141.88 7003.36

Depreciation (421.70) 572.66

Interest 1764.34 1742.57

Profit Before Tax, Extraordinary Items & 6799.24 4688.13

Prior Period Items

Provision for Taxes

(a) Current Tax 2035.00 1600.00

(b) Deferred Tax 241.33 (49.59)

Profit after Tax and before Extraordinary 4522.91 3137.72

Items & Prior Period Items

Profit from Exceptional Items

Profit After Taxes and before Prior Period 4522.91 3137.72

Items

Prior Period Items

Net Profit 4522.91 3137.72

Balance brought from Previous year 6973.14 4327.69

Total 11496.05 7465.41

Appropriations:

Transfer to General Reserve 400.00 315.00

Proposed Dividend on equity shares 303.04 151.52

Proposed Dividend on preference shares 0.23 -

Corporate Tax on Proposed Dividend on 60.59 25.75

equity shares

Corporate Tax on Proposed Dividend on 0.05 -

preference shares

Balance carried over to Balance Sheet 10732.15 6973.14

Total 11496.05 7465.41

Earnings per share (Basic & Diluted)

- Before Extraordinary Item (Rs.) 89.55 62.13

- After Extraordinary Item (Rs.) 89.55 62.13

2. Results of Operations

During the year under review, the Company achieved a gross income of Rs. 90913.50 lacs as against Rs. 87113.95 lacs for the corresponding period of the previous year.

The Company's profit before depreciation, interest, tax amounts to Rs 8141.88 lacs as compared to Rs.7003.36 lacs in the previous year, The Company has achieved Profit Before Tax of Rs 6799.24 lacs as against Rs. 4668.13 lacs The Net Profit after tax is Rs 4522.91. lacs as against Rs. 3137.72 lacs for the previous year.

The financial year 2014-15 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 44.15% over the previous financial year.

3. Dividend

The Board of Directors at the meeting held on May 27, 2015 recommended a dividend of 60% (Rs. 6.00) per Equity Share (last year Rs. 3.00 per Equity Share) on 50,50,600 equity shares of Rs.10 each and 0.25% on 56,00,000 preference shares of Rs. 100 each for the year ended March 31, 2015, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

4. Transfer to Reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of Rs. 400.00 lacs to the general reserve out of profits earned by the Company.

5. Changes in Share Capital

During the Financial Year 2014-15, the share capital of the Company has been increased from 529.98 lacs to 6129.98 lacs pursuant to allotment of 56,00,000 Non Convertible Redeemable Preference Shares of Rs 100 each in lieu of conversion of unsecured loan of company.

6. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under, during the year 2014-15 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

7. Particulars of loans, guarantees or Investments

The Company has not given any loans or guarantees covered under the provision of section 186, of the Companies Act, 2013.

The detail of investments made by company is given to the notes to the financial statements.

8. Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of inventories, fixed assets and with regard to the sale of goods and services.

9. Corporate Social Responsibility Initiatives

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trust which is undertaking these schemes.

The Annual Report on CSR activities is annexed herewith as: Annexure B

10. Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed as Annexure C forming part of this Report.

11. Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in Annexure D and E forming part of this report. Further a declaration on the Code of Conduct is given as Annexure F.

12. CEO and CFO Certification

As required under clause 49(V) of the Listing Agreement, the CEO/ CFO certification on the accounts of the Company as given by Sri Ashok Kumar Todi, Whole Time Director and Sri Ajay Patodia, Chief Financial Officer is set out in Annexure F forming part of this report.

13. Directors

Mr. Ashok Kumar Todi Whole Time Director retire by rotation and, being eligible, offer himself for re-appointment. The Directors recommend Mr. Ashok Kumar Todi for his re-appointment.

Mrs. Prabha Devi Todi who is appointed as additional director of the company on 11th February, 2015 is co-opted as Director of the company from the ensuing Annual General Meeting. The Company has received a notice from a member pursuant to section 160 of the companies Act 2013 signifying intention to propose her for the office of Director. Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General meeting . Brief resume /details relating to director's who are to be appointed /reappointed are furnished in the annexure to be the notice of the ensuing Annual General Meeting as required under the code of corporate Governance

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company's website www. luxinnerwear.com

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. Director's Responsibility Statement

Pursuant to the requirement under section 134 clause (C) of sub section (3) the Companies Act, 2013 the directors confirm :

* In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

* The Directors have 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; and

* The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

* The directors in case of a listed company has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

* That 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

15. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

16. Subsidiary Companies

The Company does not have subsidiary.

17. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior employees in the course of day to day business operations of the company. The Company believes in "professional integrity, honesty and ethical conduct while conducting the business of the company.

The code laid down by the Board is known as "code of conduct for Board Members and Senior Management Employees"

The Code has been posted on the Company's website www. luxinnerwear.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the senior employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

18. Whistle Blower Policy

The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company.

A quarterly report with number of complaints received under the Policy and their outcome placed before the Audit Committee and the Board if any.

19. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors, Officers 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. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

20. Auditor's Report / Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. And there is no such observation made by Secretarial Auditor hence do not require any comments under Section 134 of the Companies Act, 2013.

21. Auditors

M/s Sanjay Modi & Co. , Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Twentieth (21st) Annual General Meeting of the Company on such remunerations as approved by the members.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,2014.

22. Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Smita Mishra, a Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure G"

23. Proposal for listing of equity shares on nation-wide trading platform

Pursuant to the SEBI Circulars dated CIR/MRD/DSA/14/2012 and CIR/MRD/ DSA/05/2015 dated May 30, 2012 & April 17, 2015 and after a prolonged discussion, the Board of Directors thought it prudent to get the equity shares of the Company listed on National Stock Exchange of India Limited and/ or BSE Limited in order to persevere the status of listing of equity shares of the Company.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure H"

25. Business Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 (VI) of the Listing Agreement , the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

26. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from all employees at all levels.

27. Particulars of Employees

The particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report.

29. Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities and employees.

The directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors

Kolkata Ashok Kumar Todi May 27, 2015 Chairman

---

Mar 31, 2014

1. Financial Results

The highlights of your Company's financial performance are:

(Rs. in Lacs)

PARTICULARS For the year ended For the year ended March 31, 2014 March 31,2013

Gross Income 87,113.95 69,189.08

Gross Expenditure 82,425.82 66,217.54

Profit before Depreciation, Interest and 7,003.36 4,483.99 Tax

Depreciation 572.66 445.47

Interest 1,742.57 1,066.98

Profit Before Tax, Extraordinary Items & 4,688.13 2,971.54 Prior Period Items

Provision for Taxes

a) Current Tax 1,600.00 949.00

(b) Deferred Tax (49.59) (12.10)

(c) Fringe Benefit Tax

Profit after Tax and before Extraordinary 3,137.72 2,034.64 Items & Prior Period Items

Profit from Exceptional Items

Profit after Taxes and before Prior Period 3,137.72 2,034.64 Items

Prior Period Items

Net Profit 3,137.72 2,034.64

Balance brought from Previous year 4,327,69 2.627.05

Total 7,465.41 4,661.69

Appropriations:

Transfer to General Reserve 315.00 204.00

Proposed Dividend on equity shares 151.52 111.11

Corporate Tax on Proposed Dividend 25.75 18.99

Balance carried over to Balance Sheet 6,973.14 4,327.69

Total 7,465.41 4,661.69

Earnings per share (Basic & Diluted)

- Before Extraordinary Item (Rs) 62.13 40.28 - After Extraordinary Item (Rs) 62.13 40.28

2. Results of Operations

During the year under review, the Company achieved a gross income of Rs. 87,113.95 lacs as against Rs.69,189.08 lacs for the corresponding period of the previous year thereby achieved a growth of around 25.90 %.

The Company's profit before depreciation, interest, tax amounts to Rs. 7,003.36 lacs as compared to- 4,483.99 lacs in the previous year, The Company has achieved Profit Before Tax of Rs.4,688.13 lacs as against Rs. 2,971.54 lacs The Net Profit after tax is Rs. 3,137.72. lacs as against Rs. 2,034.64 lacs for the previous year.

The financial year 2013-14 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 54% over the previous financial year.

3. Dividend

The Board of Directors at the meeting held on May 29, 2014 recommended a dividend of 30% (Rs.3.00) per Equity Share (last year Rs.2.20 per Equity Share) on 50,50,600 equity shares of Rs.10 each for the year ended March 31, 2014, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

4. Transfer to Reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of Rs.315.00 lacs to the general reserve out of profits earned by the Company.

5. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules made there under, during the year 2013-14 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

6. Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed as Annexure B forming part of this Report.

7. Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in Annexure C and D forming part of this report. Further a declaration on the Code of Conduct is given as Annexure E.

8. CEO and CFO Certification

As required under clause 49(v) of the listing agreement, the CEO/CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Patodia, Chief Financial Officer is set out in Annexure E forming part of this report.

9. Director's Responsibility Statement

Pursuant to the requirement under section 134 clause (C) of sub section (3) the Companies Act, 2013 the directors confirm :

- In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; an

- The Directors have prepared the annual accounts of the Company on a 'going concern' basis;

- The directors in case of a listed Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- That 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.

10. Directors

Mr. Nandanandan Mishra, Mr. Kamal Kishore Agarwal and Mr. Snehashish Ganguly are independent directors in the Company who retire by rotation under the erstwhile applicable provisions of the Companies Act. In terms of Section 149 and other applicable provisions of the Companies Ac, 2013 they being eligible offer themselves for reappointment and are proposed to be re-appointed as Independent directors for five consecutive years for a term up to 31st March 2019. The Company has received a notice from a member pursuant to section 160 of the

Companies Act 2013 signifying intention to propose them for the office of independent Director under section 149 of the Companies Act 2013. Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General Meeting . Brief resume/details relating to director's who are to be appointed/re-appointed are furnished in the annexure to be the notice of the ensuing Annual General Meeting as required under the code of corporate Governance

11. Auditors and Auditor's Report

M/s Sanjay Modi & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Twentieth (20th) Annual General Meeting of the Company on such remunerations as approved by the members.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

12. Listing with the Stock Exchanges

The Company's equity shares are listed with The Calcutta Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The annual listing fee to both the stock exchanges has been paid on time.

13. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent co-operation received from all employees at all levels.

14. Particulars of Employees

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed here to and forms part of this report.

16. Credit Rating

Your Company's rating is CARE A as its Long term bank facilities and rating CARE A1 for the short term bank facilities duly rated by Credit Analysis & research Limited.

17. Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205C of the Companies Act,1956, unpaid application amount, dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

18. Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by its customers, vendors, investors, business associates, banks, government authorities and employees.

The directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors



Kolkata Ashok Kumar Todi

May 29, 2014 Chairman

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Mar 31, 2013

Dear Members,

Your Directors are pleased to present the 18th Annual Report and the Audited Statement of Accounts for the financial year ended March 51,2015, together with the notice of Annual General Meeting.

1. Financial Results

The highlights of your Company's financial performance are:

(Rs in lacs)

Particulars For the year For the year ended March ended March 31,2013 31,2012

Gross Income 69,189.08 54,753.92

Gross Expenditure 66,217.54 52,694.61

Profit before Depreciation, 4,483.99 3,273.23 Interest and Tax

Depreciation 445.47 388.03

Interest 1,066.98 825.88

Profit Before Tax, Extraordinary Items & Prior Period 2,971.54 2,059.32 Items

Provision for Taxes

(a) Current Tax 949 688

(b) Deferred Tax (12.10) (42.77)

Profit after Tax and before Extraordinary Items & Prior 2,034.64 1,414.08 Period Items

Profit from Exceptional Items

Profit After Taxes and before Prior Period Items 2,034.64 1,414.08

Prior Period Items

Net Profit 2,034.64 1,414.08

Balance brought from Previous year 2,627.05 1,480.11

Total 4,661.69 2,894.20

Appropriations:

Transfer to General Reserve 204.00 138.00

Proposed Dividend on equity shares 111.11 111.11

Corporate Tax on Proposed Dividend 18.89 18.02

Balance carried over to Balance Sheet 4,327.69 2,627.07

Total 4,661.69 2,894.20

Earnings per share (Basic & Diluted)

- Before Extraordinary Item (Rs) 40.28 28.00

- After Extraordinary Item (Rs) 40.28 28.00

2. Results of Operations

During the year under review, the Company achieved a gross income of ?69,189.08 lacs as against ?54,753.92 lacs for the corresponding period of the previous year thereby achieved a growth of around 26.36%.

The Company's profit before depreciation, interest, tax amounts to ?4,483.99 lacs as compared to ?3,273.23 lacs in the previous year, registering a growth of 36.99%. The Company has achieved Profit Before Tax of ?2,971.54 lacs as against f2,059.32 lacs higher by 44.29%. The Net Profit after tax is ?2,034.64 lacs as against n,414.08 lacs for the previous year.

The financial year 2012-13 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 44% over the previous financial year.

3. Dividend

The Board of Directors at the meeting held on May 28,2013 recommended a dividend of 22% (?2.20) per Equity Share (last year t2.20 per Equity Share) on 50,50,600 equity shares of no each for the year ended March 31,2013, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

4. Transfer to Reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of ?204.00 lacs to the general reserve out of profits earned by the Company.

A sum om,327.69 lacs is proposed to be retained in the profit and loss account.

5. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules made there under, during the year 2012-13 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

6. Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed as Annexure B forming part of this Report.

7. Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in annexure C and D forming part of this report. Further a declaration on the Code of Conduct is given as Annexure E.

8. CEO And CFO Certification

As required under clause 49(v) of the listing agreement, the CEO/CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Kumar Patodia, Chief Financial Officer is set out in annexure E forming part of this report.

9. Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

* In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the profit of the Company for the year ended on that date;

* The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* Tie Directors have prepared the annual accounts of the Company on a 'going concern' basis.

10. Directors

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and Article 115 of the Article of Association of the Company, Sri Nandanandan Mishra liable to retire by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

Tie brief resume / details relating to directors seeking re-appointment are furnished in the notice of the ensuing Annual General Meeting.

11. Auditors and Auditor's Report

Tie board, on the recommendation of the audit committee, has proposed that M/s Sanjay Modi & Co, Chartered Accountants, be re-appointed as Statutory Auditors of the Company. Necessary resolution is being placed before the shareholders for their re-appointment at the ensuing Annual General Meeting.

THe Company has also received from the auditors confirmation to the effect that their re- appointment, if made would be in accordance with the limits as prescribed in section 224(1B) of the Companies Act, 1956.

12. Listing with the Stock Exchanges

Tie Company's equity shares are listed with The Calcutta Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The annual listing fee to both the stock exchanges has been paid on time.

13. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from all employees at all levels.

14. Particulars of Employees

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed here to and forms part of this report.

16. Donation

During the year under review, the Company has made donation of ?20.86 lacs for Charitable and other purposes.

17. Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

18. Cost Audit

The company has appointed Harsh Satish Udeshi Proprietor of Udeshi & co for conducting cost audit for the financial year 2012-13 and has reappointed him for the Financial year 2013-14. The Compliance Report for the year 2011-12 was filled on January 30,2013. The Due date for filling cost audit report for financial year 2012-13 is September 30,2013.

19. Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities and employees. The directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors

Kolkata Ashok Kumar Todi May 28,2013 Chairman

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Mar 31, 2012

Dear members,

Your Directors are pleased to present the 17th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2012, together with the notice of Annual General Meeting.

Financial Results

The highlights of your Company's financial performance are: ^(Rs. in lacs)

Particulars For the year For the ended year ended

March 31, March 31, 2012 2011

Gross Income 54,753.92 52,063.55

Gross Expenditure 51,480.70 49,824.99

Profit before Depreciation, Interest and Tax 3,273.23 2,238.56

Depreciation 388.03 295.95

Interest 825.88 691.80

Profit BeforeTax, Extraordinary Items & Prior Period Items 2,059.32 1,250.81

Provision for Taxes

(a) Current Tax 688 401

(b) Deferred Tax (42.77) 12.38

Profit after Tax and before Extraordinary Items & Prior Period Items 1,414.08 837.43

Profit from Exceptional Items

ProfitAfterTaxes and before 1,414.08 837.43 Prior Period Items

Prior Period Items

Net Profit 1,414.08 837.43

Balance brought from Previous year 1,480.11 857.25

Total 2,894.20 1,694.67

Appropriations:

Transfer to General Reserve 138.00 85.00

Proposed Dividend on equity shares 111.11 111.11

Corporate Tax on Proposed Dividend 18.02 18.45

Balance carried over to Balance Sheet 2,627.07 1,480.11

Total 2,894.20 1,694.67

Earnings per share (Basic & Diluted)

-Before Extraordinary Item (Rs.) 28.00 16.58

-After Extraordinary Item (Rs.) 28.00 16.58

Results of Operations

During the year under review, the Company achieved a gross income of Rs. 54,753.92 lacs as against Rs. 52,063.55 lacs for the corresponding period of the previous year thereby achieved a growth of around 5.17%.

The Company's profit before depreciation, interest, tax amounts to Rs. 3,273.23 lacs as compared to Rs. 2,238.56 lacs in the previous year, registering a growth of 46.18%. The Company has achieved Profit Before Tax of Rs 2,059.32 lacs as against Rs. 1,250.81 lacs higher by 64.72%. The Net Profit after tax is Rs. 1,414.08 lacs as against Rs. 837.43 lacs forthe previous year.

The financial year 2011-12 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 69% over the previous financial year.

Dividend

The Board of Directors at the meeting held on July 09, 2012 recommended a dividend of 22% (Rs. 2.20) per Equity Share (last year Rs. 2.20 per Equity Share) on 50,50,600 equity shares of Rs.10 each for the year ended March 31, 2012, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

Transfer to reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of Rs. 138.00 lacs to the general reserve out of profits earned by the Company. A sum of Rs. 2,627.05 lacs is proposed to be retained in the profit and loss account.

Finance

The Company's additional requirement of working capital has been financed by Allahabad Bank. The said Bank has sanctioned the enhanced working capital of Rs 9,400.00 lacs as against working capital of Rs.9,400.00 lacs in previous year.

Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules made there under, during the year 2011-12 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Management Discussion & Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed forming part of this Report.

Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in annexure C and D forming part of this report. Further a declaration on the Code of Conduct is given as Annexure E.

CEO And CFO Certification

As required under clause 49(v) of the listing agreement, the CEO/CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Mr. Ajay Patodia, Chief Financial Officer is set out in Annexure E forming part of this report.

Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

* In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

* The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Directors

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and Article 115of the Article of Association of the Company, Mr. Navin Kumar Todi liable to retire by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

The brief resume/details relating to Directors seeking re- appointment are furnished in the notice of the ensuing Annual General Meeting.

Auditors and Auditor's Report

The board, on the recommendation of the audit committee, has proposed that M/s Sanjay Modi & Co, Chartered Accountants, be re-appointed as Statutory Auditors of the Company. Necessary resolution is being placed before the shareholders for their re-appointment at the ensuing Annual General Meeting.

The Company has also received from the auditors confirmation to the effect that their re- appointment, if made would be in accordance with the limits as prescribed in section 224(1B) of the Companies Act, 1956.

Listing with the Stock Exchanges

The Company's equity shares are listed with The Calcutta Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The annual listing fee to both the stock exchanges has been paid on time.

Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The Directors wish to place on record their appreciation for the excellent cooperation received from all employees at all levels.

Particulars of Employees

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed here to and forms part of this report.

Donation

During the year under review, the Company has made donation of Rs. 4.04 lacs for charitable and other purposes.

Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities and employees.

The Directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors

Kolkata Ashok Kumar Todi July 09, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 16th Annual Report and the Audited Statement of Accounts for the financial year ended March 31,2011, together with the notice of Annual General Meeting.

Financial Results

The highlights of your Company's financial performance are: (Rs -in Lacs)

Particulars For the year ended For the year ended March 31, 2011 March 31, 2010



Gross Income 52108.48 33675.25

Gross Expenditure 49868.62 32417.26

Profit before Depreciation, 2239.86 1257.99 Interest and Tax

Depreciation 295.95 114.06

Interest 691.80 470.04

Profit Before Tax, Extraordinary Items & 1252.11 673.89 Prior Period Items

Provision for Taxes

(a) Current Tax 401.00 230.00

(b) Deferred Tax 12.39 1.93

(c) Fringe Benefit Tax -

Profit after Tax and before Extraordinary 838.72 441.96 Items & Prior Period Items

Profit from Exceptional Items -

Profit After Taxes and before Prior 838.72 441.96 Period Items

Prior Period Items (1.30) (0.38)

Net Profit 837.42 441.58

Balance brought from Previous year 857.25 578.45

Total 1694.67 1020.03

Appropriations:

Transfer to General Reserve 85.00 45.00

Proposed Dividend on equity shares 111.11 101.01

Corporate Tax on Proposed Dividend 18.45 16.77

Balance carried over to Balance Sheet 1480.11 857.25

Total 1694.67 1020.03

Earnings per share (Basic & Diluted)

- Before Extraordinary Item (Rs.) 16.58 8.74

- After Extraordinary Item (Rs.) 16.58 8.74

Results of Operations

During the year under review, the Company achieved a gross income of Rs. 52108.48 lacs as against Rs. 33675.25 lacs for the corresponding period of the previous year thereby achieved a growth of around 55%.

The Company's profit before depreciation, interest, tax amounts to Rs.2239.86 lacs as compared to Rs. 1257.99 lacs in the previous year, registering a growth of 78%. The Company has achieved Profit Before Tax, Extraordinary & Prior period Items of Rs. 1252.11 lacs as against Rs. 673.89 lacs higher by 85.80%. The Net Profit was Rs. 837.42 lacs as against Rs.441.58 lacs for the previous year.

The financial year 2010-11 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 90% over the previous financial year.

Dividend

The Board of Directors at the meeting held on May 30, 2011, recommended a dividend of 22% (Rs. 2.20) per Equity Share (last year Rs. 2 per Equity Share) on 50,50,600 equity shares of Rs.10 each for the year ended March 31, 2011, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

Transfer to Reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of Rs. 85.00 lacs to the general reserve out of profits earned by the Company. A sum of Rs. 1480.10 lacs is proposed to be retained in the profit and loss account.

Finance

The Company's additional requirement of working capital has been financed by Allahabad Bank. The said Bank has sanctioned the enhanced working capital of Rs 9400.00 lacs as against working capital of Rs.7150.00 lacs in previous year. The bank has also sanctioned term loan of Rs. 235 lacs.

Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules made there under, during the year 2010-11 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed as Annexure B forming part of this Report.

Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in annexure C and D forming part of this report. Further a declaration on the Code of Conduct is given as annexure E.

CEO and CFO Certification

As required under clause 49(v) of the listing agreement, the CEO/CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Patodia, Chief Financial Officer is set out in annexure E forming part of this report.

Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

* In the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

* The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Directors

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and Article 115 of the Article of Association of the Company, Sri Kamal Kishore Agarwal liable to retire by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

The brief resume / details relating to directors seeking re-appointment are furnished in the notice of the ensuing Annual General Meeting.

Auditors and Auditor's Report

The board, on the recommendation of the audit committee, has proposed that M/s Sanjay Modi & Co , Chartered Accountants, be appointed as Statutory Auditors of the Company in place of Modi Sunil & Associates who has informed about their merger with Sanjay Modi & Company . Necessary resolution is being placed before the shareholders for their appointment at the ensuing annual general meeting.

The Company has also received from the auditors confirmation to the effect that their re- appointment, if made would be in accordance with the limits as prescribed in section 224(1B) of the Companies Act, 1956. The Auditors in their Report has stated that the profits of the company was lowered on account of input tax being debited to respective heads, however after taking second opinion from legal expert the management has taken the credit of input tax with excise duty payable in subsequent period. There has been slight delay in deposit of some statutory dues as mentioned in auditor's report this is because company's business locations are situated in various geographical areas and collection of information took some time, apart from these the report is self explanatory.

Listing with the Stock Exchanges

The Company's equity shares are listed with The Calcutta Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The annual listing fee to both the stock exchanges has been paid on time.

Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from all employees at all levels.

Particulars of Employees

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed here to and forms part of this report.

Donation

During the year under review, the Company has made donation of Rs.6.69 lacs for Charitable and other purposes.

Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities and employees.

The directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors

Kolkata Ashok Kumar Todi August 11,2011 Chairman