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DIRECTORS' REPORT

LMW Ltd.

GO
Market Cap. ( ₹ in Cr. ) 17295.78 P/BV 6.28 Book Value ( ₹ ) 2,578.02
52 Week High/Low ( ₹ ) 19200/13450 FV/ML 10/1 P/E(X) 168.56
Book Closure 10/07/2025 EPS ( ₹ ) 96.05 Div Yield (%) 0.19
Year End :2025-03 

The Board of Directors of your Company are pleased to present the 62nd Annual Report on the Business of the
Company along with the Standalone summary of Financial Statements for the year ended 31st March 2025.

1. The State of Affairs of the Company, Reserve and Dividend

The Board has prepared its report based on the Standalone Financial Statements of the Company and the Annual
Report contains a separate section wherein a report on the performance and financial position of its Wholly
Owned Subsidiary Companies (including step-down Subsidiary Companies) are presented in Form AOC-1.

Financial Summary/highlights and transfer to General Reserve

(B in Crores)

Sl. No

Particulars

Current Year 2024-25

Previous Year 2023-24

1.

Total Income

3,033.79

4,738.94

2.

Operating Expenses

2,771.27

4,167.32

3.

Exceptional Items

131.61

-

4.

Gross Profit*

394.13

571.62

5.

Depreciation

107.26

91.74

6.

Profit before tax*

286.87

479.88

7.

Provision for tax

48.63

108.50

8.

Net Profit after Tax (before exceptional items)

106.63

371.38

9.

Net Profit after Tax (after exceptional items)

238.24

371.38

includes exceptional items

The Company's Gross Turnover is at B2,807.40 Crores during the year compared to B4,520.17 Crores in the
previous year.

Transfer to Reserve

The Company has not transferred any amount from the current year profits to the General Reserve.

Dividend

The Board recommends a dividend of B30/- per Equity Share having a face value of B10/- each (300 %) on the
Equity Share Capital of B10,68,30,000/- for the year ended on 31st March 2025 aggregating to B32.05 Crores.
As per Finance Act, 2020, the Dividend is taxable in the hands of the Shareholders. Dividend on Equity Shares is
subject to the approval of the Shareholders at the ensuing Annual General Meeting.

For the purpose of dividend calculation, the amount representing profit before exceptional items has been
considered. This is because the exceptional item pertains to a profit of B131.61 Crores realized from the sale
of investments in shares of wholly-owned subsidiary companies, namely LMW Textile Machinery (Suzhou) Co.,
Ltd, China, and LMW Global FZE, UAE, to LMW Holding Limited, UAE, which is a wholly-owned subsidiary of
LMW Limited.

The Unclaimed Dividend relating to the Financial
Year 2017-18, is due for transfer during August 2025
to the Investor Education and Protection Fund (IEPF)
established by the Central Government. During the year
under review, as per the requirements of the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, (IEPF Rules)
2,619 Equity Shares of B10/- each on which Dividend had
remained Unclaimed for a period of seven consecutive
years has been transferred to the credit of the Demat
Account identified by the IEPF Authority. As on 31st March
2025, 54,803 Equity Shares of the Company were in the
credit of the Demat Account of the IEPF Authority.

Pursuant to Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has formulated a Dividend Distribution
Policy which has been duly approved by the Board
of Directors. A copy of the Dividend Distribution
Policy is available on the Company's website
https://www.lmwglobal.com/pdf/investors1/policies/05
Dividend Distribution Policy.pdf

STATE OF AFFAIRS
OPERATIONS

A detailed overview of the global and Indian economy
has been provided in the Management Discussion and
Analysis Report. Also, the state of affairs of each division
during the year under review has been provided in detail
within the same report.

Overall, the Company's Gross Turnover decreased by
37.89% from B4,520.17 Crores in 2023-24 to B2,807.40
Crores in 2024-25; the Profit before exceptional items
and tax stood at B155.26 Crores and the Profit after
exceptional items and before tax stood at B286.87 Crores
in FY 2024-25 as against B479.88 Crores in FY 2023-24.

The Net Profit after exceptional items and tax for the
Financial Year 2024-25 was B238.24 Crores as against
B371.38 Crores for the FY 2023-24.

FOUNDRY DIVISION (FDY)

The Foundry Division reported a Turnover of B97.63 Crores
in 2024-25 as against B105.18 Crores during 2023-24.

TEXTILE MACHINERY DIVISION (TMD)

During the year under review, the Textile Machinery
Division had a Turnover of B1,715.80 Crores in
2024-25 as against B3,440.96 Crores during the financial
year 2023-24.

MACHINE TOOL DIVISION (MTD)

The Machine Tool Division reported a Turnover of
B846.33 Crores in 2024-25 as against B831.89 Crores
during 2023-24.

ADVANCED TECHNOLOGY CENTRE (ATC)

Advanced Technology Centre had a Turnover of
B147.64 Crores in 2024-25 as against B142.14 Crores
during 2023-24.

Other income during the period under review was
B21.56 Crores as against B18.05 Crores in the previous year.

RENEWABLE ENERGY DIVISION

The Company has a policy of tapping renewable
resources for power generation. The Company has the
necessary infrastructure in place to generate electricity
from wind and solar resources. This helps the Company
to meet its own energy requirements mostly from
sustainable sources.

As on 31st March 2025, the Company had 28 Wind Energy
Generators (WEG) with a total power generation capacity
of 36.80 MW. Cumulatively, windmills have generated
650.95 Lakh units of power during 2024-25.

The Company has 15 MW of Solar Power Generating
capacity. As on 31st March 2025 these facilities have
generated 299.04 Lakh units of power.

About 95.44 % of the energy demand of the Company
has been met through renewable energy and thereby

helping the Company to reduce its power cost and its
carbon footprint.

OTHER DEVELOPMENTS

a. Change in name of the Company:

During the year under review, pursuant to the
recommendation of the Board of Directors and
the approval of the Members through a Special
Resolution passed at the Annual General Meeting
held on 31st July 2024, the name of the Company
was changed from
"Lakshmi Machine Works
Limited"
to "LMWLimited", upon obtaining a fresh
Certificate of Incorporation pursuant to change of
name; from the Registrar of Companies, Central
Processing Centre, Ministry of Corporate Affairs, on
25th September 2024.

After obtaining the aforementioned approvals,
the change in the name of the Company was also
duly effected on BSE Limited and the National Stock
Exchange of India Limited, the stock exchanges
where the equity shares of the Company are listed.

b. Transfer of ownership in overseas subsidiaries:

During the year under review, the Company
had incorporated a Wholly Owned Subsidiary
Company (WOS) in the United Arab Emirates
(UAE), namely LMW Holding Limited located in the
Dubai International Financial Centre. This WOS was
incorporated in order to enable the Company to
consolidate its international operations.

Accordingly, the Board of Directors of the Company
at their meeting held on 28th October 2024 approved
the transfer of equity interest / equity shares held
respectively by the Company in its wholly owned
subsidiaries, namely, LMW Textile Machinery
(Suzhou) Co. Ltd, located in China and in LMW
Global FZE, located in the United Arab Emirates,
to the ownership of its newly incorporated WOS,
namely, LMW Holding Limited.

The restructuring exercise had been undertaken with
the intention to rationalize and simplify the overall
group structure thereby enabling the Company to
improve its market focus in India and abroad.

The above said equity interest/share transfer(s)
was completed as of January 2025 and as a result

thereof LMW Textile Machinery (Suzhou) Co. Ltd,
China and LMW Global FZE, United Arab Emirates
have become wholly owned subsidiaries of LMW
Holding Limited, United Arab Emirates and thereby
are wholly owned step-down subsidiary companies
of LMW Limited.

c. Real Estate Activity:

The Company had entered into a Joint Development
Agreement with M/s Infinium Developers LLP to
develop residential villas and apartments on the
Company's land measuring 4.21 acres located at
Keeranatham Village, Annur Taluk, Coimbatore
District. The Company will have a revenue share
of 24.50% from residential villas and 17.50% from
residential apartments in the proposed project.
Parties to the agreement are in the process of
obtaining necessary statutory approvals and the
project is yet to commence.

EXPORTS

The Export Turnover of the Company during the year

under review is as follows:

(B in Crores)

Particulars

2024-25

2023-24

Textile Machinery

144.14

564.46

CNC Machine Tools
and Castings

16.31

22.13

Aerospace Parts

139.05

132.25

Total Exports

299.50

718.84

Export of Textile Machinery as stated above includes
exports worth B104.11 Crores made to the Company's
step-down subsidiary companies, LMW Textile Machinery
(Suzhou) Co. Ltd., China and LMW Global FZE, United
Arab Emirates. Amongst other countries, the Company's
products are primarily exported to countries in
Asia and Africa.

RESEARCH AND DEVELOPMENT

The Research and Development efforts of the Company
are focused on:

1. Developing eco-friendly, sustainable, energy

efficient, low carbon footprint technology.

2. Developing technology for production of

innovative machinery.

3. Developing end-use products at optimal cost.

Separate Research and Development units have been
established for the development of Textile Machinery
and CNC Machine Tools. Both these facilities have
been recognised by the Department of Science
and Technology, Government of India as in-house
R&D facilities.

During the year under review, the Company has filed
applications for 11 new patents in India. Further, 5 patents
were filed in the name of LMW Textile Machinery (Suzhou)
Co. Limited (LMWTMSCL), China (step-down subsidiary).
Also, 32 patent applications were filed in overseas
countries for which applications were already filed by
the Company in India. Similarly, 9 patent applications
were filed in India for which applications were already
filed in China by LMWTMSCL. The Company has filed
7 applications in India and 1 application overseas for
Industrial Design.

AWARDS

Some of the important awards bagged by the Company
during the Financial Year 2024-25 are:

1. Textile Machinery Manufacturers Association,

Research and Development award for 2023-24 for
Ring Frame Auto Piecer (RAP).

2. Textile Machinery Manufacturers Association,

Research and Development award for 2023-24 for
Draw Frame LDF3 2S.

3. Textile Machinery Manufacturers Association,

Segment Export Award for 2023-24.

4. Engineering Export Promotion Council of India,
Star Performer Award in the category of Large
Enterprises for the years 2019-20 and 2020-21.

5. Indian Institute of Foundrymen, Best Foundry Award
for the year 2023-24.

6. Quality Circle Forum of India, Excellence Awards at
National Level 5S competition.

The Company's Foundry Division is certified with the
GreenCo Platinum certification by the Confederation of
Indian Industry.

INDUSTRIAL RELATIONS

Relationship with employees were cordial throughout
the year.

SUBSIDIARY COMPANIES

Operations of wholly owned subsidiary companies:

a. LMW HOLDING LIMITED, UNITED ARAB
EMIRATES

The Consolidated Turnover of the Company during
the year under review was B217.06 Crores. During
the year, the Company has incurred a net loss of
B4.02.Crores. The Annual Financial Statements
of LMW Holding Limited includes the standalone
financial statements of its wholly owned subsidiaries
namely, LMW Textile Machinery (Suzhou) Co. Ltd,
China and LMW Global FZE, United Arab Emirates.

b. LMW AEROSPACE INDUSTRIES LIMITED, INDIA

This Company was incorporated as a wholly owned
subsidiary with an objective of manufacturing
components for the aerospace industry. As on
date this subsidiary has not commenced business
operations. The Company is exploring suitable
business opportunities and will commence
operations in a conducive business environment.
Meanwhile, to rationalise compliance requirements,
statutory payments and other expenses, the Board
and Shareholders of this wholly owned subsidiary
Company had decided to change the status of
the Company to a Dormant Company following
the procedures as laid out by the Companies Act,
2013. Subsequently, an application for changing
the Company's status was filed with the Ministry
of Corporate Affairs (MCA) and the same was
approved. Consequently, the Company's status
changed to that of a 'Dormant' company effective
from 17th January 2025.

Once the business conditions are conducive, an
application will be filed with the MCA to change the
Company's status to being 'Active'.

Operations of step-down subsidiary companies:

a. LMW TEXTILE MACHINERY (SUZHOU)
CO. LTD., CHINA

The Turnover of the Company during the year
under review was B67.41 Crores as against
B27.63 Crores during the previous year. During
the year, the Company had incurred a Net
Loss of B6.48 Crores as against a Net Loss of
B12.65 Crores during the previous year.

2. Annual Return

The Annual Return of the Company for the Financial Year 2024-25 as required under Section 92(3) of the
Act is available on the website of the Company and can be accessed on the Company's website at the link
https://www.imwgiobai.com/pdf/investors1/meeting%20information/annuai%20generai%20meeting/2024-25/
Annuai%20Return.pdf

3. Number of Meetings of the Board

During the year under review, four (4) Meetings of the Board of Directors were heid. Further detaiis regarding the
number of Meetings of the Board of Directors and Committees thereof and the attendance of the Directors at
such Meetings are provided under the Corporate Governance Report.

4. Directors' Responsibility Statement

The Directors', based on representation received from the Operating Management, confirm that:

a. In the preparation of the Annuai Accounts, the appiicabie Accounting Standards have been foiiowed;

b. Have seiected such accounting poiicies and appiied them consistentiy and made judgments and estimates
that are reasonabie and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the Financiai Year and of the Profit of the Company for that period;

c. Have taken proper and sufficient care for maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irreguiarities;

d. Have prepared the annuai accounts on a going concern basis;

e. Have iaid down Internai Financiai Controis to be foiiowed by the Company and that such Internai Financiai
Controis are adequate and were operating effectiveiy; and

f. Have devised proper systems to ensure compiiance with the provisions of aii appiicabie iaws and that such
systems were adequate and are operating effectiveiy.

b. LMW GLOBAL FZE, UNITED ARAB EMIRATES

The Turnover of the Company during the year
under review was B145.92 Crores as against
B249.13 Crores achieved during the previous
year. During the year, the Company registered
a Net Profit of B1.86 Crores as against a Net
Profit of B14.93 Crores during the previous year.

The Consolidated Financial Statements
incorporating the Financial Statements of
the wholly owned subsidiary companies are
attached to the Annual Report as required under
the applicable Indian Accounting Standard(s)
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The financial statements of LMW Holding
Limited, United Arab Emirates, include the
financial statements of the company's step-
down subsidiaries, namely, LMW Textile
Machinery (Suzhou) Co. Ltd, China and LMW
Global FZE, United Arab Emirates.

The English translated version of the standalone
Annual Financial Statements of LMW Textile
Machinery (Suzhou) Co. Ltd, China and LMW
Global FZE, United Arab Emirates, both step-
down subsidiaries of the Company are posted
on the Company's website along with the
standalone Annual Financial Statements of
LMW Holding Limited, United Arab Emirates
and LMW Aerospace Industries Limited, India,
both being wholly owned subsidiaries of
the Company.

Besides its wholly owned subsidiary
companies namely, LMW Holding Limited &
LMW Aerospace Industries Limited and the
step-down subsidiary companies namely,
LMW Textile Machinery (Suzhou) Co. Ltd and
LMW Global FZE, the Company does not
have any other Subsidiary/ Joint Venture /
Associate Company.

5. Share Capital

As on 31st March 2025, the authorised, issued,
subscribed and paid-up Share Capitai is as foiiows:

Authorised Share
Capitai

5,00,00,000 Equity Shares
of B10/- each

Issued, Subscribed
and Paid-up Share
Capitai

1,06,83,000 Equity Shares
of B10/- each

During the year under review, the Company

- Has not issued Equity Shares with differentiai
rights as to dividend, voting or otherwise.

- Has not issued Equity Shares (inciuding Sweat
Equity Shares) to empioyees of the Company,
under any scheme.

- Has not resorted to any buyback of the
Equity Shares.

6. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016

During the year, no appiications have been made and
no proceedings are pending against the Company
under the Insoivency and Bankruptcy Code, 2016.

7. Nomination and Remuneration Committee
and Policy

The Nomination and Remuneration Committee
of Directors has been formed and has been
empowered and authorised to exercise power as
entrusted under the provisions of the Companies
Act, 2013 and SEBI (Listing Obiigations and
Disciosure Requirements), Reguiations, 2015 (both
as amended from time to time). The Company
has a poiicy on Directors' / Senior Management
appointments and remuneration which specifies
criteria for determining the quaiification, positive
attributes for Senior Management and Directors.
The poiicy aiso specifies the criteria for the
determination of Independence of a Director and
other matters provided under sub-section (3) of
Section 178 of the Companies Act, 2013. The
Nomination and Remuneration Poiicy is avaiiabie on
the Company's website at: https://www.imwgiobai.
com/pdf/investors1/poiicies/08-Nomination-and-
Remuneration-Poiicy--1-25.pdf

8. Declaration by Independent Directors

The Independent Directors have submitted their
disciosures to the Board indicating that they compiy
with aii the requirements that are stipuiated in Section
149(6) of the Companies Act, 2013 and Reguiation
16(1)(b) of SEBI (Listing Obiigations and Disciosure
Requirements) Reguiations, 2015 so as to quaiify
themseives to act as Independent Directors in the
Company. Further, they have aiso deciared that
they are not aware of any circumstance or situation,
which exists or may be reasonabiy anticipated, that
couid impair or impact their abiiity to discharge their
duties with an objective independent judgment and
without any externai infiuence.

The Independent Directors of the Company have
compiied with the requirements of the provisions in
reiation to the Independent Directors Databank as
stated in the Companies (Creation and Maintenance
of Databank of Independent Directors) Ruies, 2019
and the Companies (Appointment and Quaiification
of Directors) Ruies, 2014 as amended from
time to time.

9. Explanation and Comments on Audit Report

The report of the Statutory Auditors (appearing
eisewhere in this Annuai Report) and that of the
Secretariai Auditor (annexed hereto as Annexure 1)
are seif-expianatory having no adverse comments.
Further, the Secretariai Compiiance Report for
the financiai year ended on 31st March 2025 wiii
be fiied with the Stock Exchanges in which the
Company's equity shares are iisted. There were no
instances of fraud reported by the Auditors to the
Centrai Government or to the Audit Committee of
the Company as indicated under the provisions of
Section 143 (12) of the Companies Act, 2013.

10. Particulars of Loans / Guarantee /
Investments / Deposits / Security

The Company has no Inter-Corporate Loans /
Guarantees / Security. Information on investments
of the Company in the Shares of other companies
is provided under notes to Baiance Sheet appearing
eisewhere in this Annuai Report. The amount
of investment made by the Company does not
exceed the iimits as specified in Section 186 of
the Companies Act, 2013. The Company has not
accepted any Fixed Deposits.

11. Particulars of Contracts with Related Parties

ALL the transactions of the Company, entered into with its Related Parties are at arm's length basis and have taken
place in the ordinary course of business. Further, the Company has complied with the provisions of Regulation
23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for transactions entered into with
the related parties.

Since, there are no transactions with related parties which are not on arms' length basis and material in nature,
the disclosure as required under Section 134(3) (h) of the Companies, Act 2013 in Form AOC - 2 is not applicable
to the Company.

A copy of the Related Party Transaction Policy of the Company is available on the Company's website
www.imwgiobai.com.

Members may refer to the notes to the financial statements which sets out related party disclosures for the
financial year 2024-25.

During the ensuing Annual General Meeting, a Resolution is being proposed for seeking Members' approval for
material related party transactions to be entered with Lakshmi Electrical Control Systems Limited.

12. Material Changes

There are no Materiai Changes or Commitments affecting the financiai position of the Company which have
occurred between the end of the financiai year of the Company to which the financiai year ended 31st March
2025 relate and the date of the report.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars pursuant to Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies
(Accounts) Rules, 2014 are as under:

STATEMENT FOR CONSERVATION OF ENERGY:

Sl.

No

Particulars

Related Disclosures

(A)

Conservation of Energy

(i)

the steps taken or impact on conservation of
energy;

The Company has invested in energy conservation
devices to save power as detaiied in point (iii) beiow.

(ii)

the steps taken by the Company for utiiising
aiternate sources of energy;

The Company has installed windmills with a capacity of
36.80 MW. The Company also has a photo-voitaic soiar
power generating faciiity with an instaiied capacity of
15 MW. The Company uses eiectricity generated from
renewabie sources for captive power consumption.

(iii)

the capitai investment on energy conservation
equipment.

In the Textiie Machinery Division (TMD) cost savings were
achieved by optimising the cooiant system in grinding
machines, by introducing the variabie frequency drives
for high power consuming motors, and by introducing
energy efficient motors. Aiso, aiternate processes were
identified to reduce diesei consumption. In the Foundry
and the Advanced Technoiogy Centre, water pumping
and air compressor operations were optimised. Aiso,
wherever possibie LED iamps were instaiied. Aii these
efforts resuited in totai cost savings of B69.24 Lakhs per
year and aiso resuited in a reduction of 428 tons per
year of CO2 emissions.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
(B1) Technology Absorption - Foundry Division

(i)

Efforts made towards technoiogy absorption;

Technicai iectures in muitipie subjects and
speciaiisation/skiii buiiding exercises, visit to
benchmark foundries & participation in Indian Institute
of Foundrymen seminars and exhibitions to absorb the
best practices and new technoiogy.

(ii)

Benefits derived iike product improvement,

Abiiity to buiid heavy parts iike Housing, Adaptor Fiange

cost reduction, product deveiopment or

and Bearing Fiange for Windmiiis.

import substitution;

Abiiity to buiid heavy parts iike Hub for the construction
& mining industry.

Aiternative coating for core / mouid that provide cost
advantage were deveioped.

Enhanced abiiity to make use of reciaimed sand.
Successfuiiy deveioped the compiete bogie parts
consisting of Stator frames, Suspension tubes, Axie
boxes, Gear box housings, Bearing fianges and End
shieids for Locomotive engines.

(iii)

In case of imported technoiogy (imported
during the iast three years reckoned from the
beginning of the Financiai Year):
a. the detaiis of technoiogy imported;

b. the year of import;

c. whether the technoiogy has been fuiiy
absorbed;

d. if not fuiiy absorbed, areas where
absorption has not taken piace, and the
reason thereof.

Nii

(iv)

Expenditure incurred on Research and

Capitai Expenditure: Nii

Deveiopment

Revenue Expenditure: Nii
Totai: Nii

(B2) Technology Absorption - Textile Machinery Division

(i)

Efforts made towards technoiogy absorption;

Technicai guest iectures in various subjects and
speciaiisations/skiii buiiding exercises, in-depth IPR
anaiysis and review, theoreticai simuiation.

Adoption of IoT technoiogy for industry 4.0 readiness.

(ii)

Benefits derived iike product improvement,
cost reduction, product deveiopment or
import substitution;

Deveiopment of smart machines that are capabie of
seif-correction to ensure quaiity output.

Improved automation across machinery to address
the shortage of skiiied manpower.

Deveiopment of Spinconnect piatform encompassing
IoT/ AI.

Reduction in power consumed by machinery.
Continuous vaiue engineering efforts to controi the
cost despite infiation.

(iii)

In case of imported technoiogy (imported
during the iast three years reckoned from the
beginning of the Financiai Year):

a. the details of technology imported;

b. the year of import;

c. whether the technoiogy has been fuiiy
absorbed;

d. if not fuiiy absorbed, areas where
absorption has not taken piace, and the
reason thereof.

Nii

(iv)

Expenditure incurred on Research and
Development

Capital Expenditure: B1.63 Crores
Revenue Expenditure: B47.12 Crores
Total: B48.75 Crores

(B3) Technology Absorption - Machine Tool Division

(i)

Efforts made towards technology
absorption;

Technical guest lectures in various subjects and,
specialisations / skiii building exercises, in-depth IPR
analysis and review, theoretical simulation.

(ii)

Benefits derived like product improvement,
cost reduction, product deveiopment or
import substitution;

Product Improvement:

Improved ATC cycle time, Footprint reduction in VMC
& Improved Turret indexing time by Servo Turret in
Turning centre to bridge product gap and to address
customer requirements.

New Products under deveiopment:

New products are being developed in the
product verticals / variants such as CNC Vertical
Machining Centre, Turning Centre, and the Horizontal
Machining Centre.

(iii)

In case of imported technoiogy (imported
during the iast three years reckoned from the
beginning of the Financiai Year):

a. the details of technology imported;

b. the year of import;

c. whether the technoiogy has been fuiiy
absorbed;

d. if not fuiiy absorbed, areas where
absorption has not taken piace, and the
reason thereof.

Nii

(iv)

Expenditure incurred on Research and
Development

Capital Expenditure: B Nii
Revenue Expenditure: B7.77 Crores
Totai: B7.77 Crores

(B4) Technology Absorption - Advanced Technology Centre

(i)

Efforts made towards technology
absorption;

Technicai guest iectures on various subjects and
speciaiisations/skiii buiiding exercises.

Engaging with start-ups that are deveioping novei
products ieads to an understanding of emerging
technoiogies.

(ii)

Benefits derived like product improvement,
cost reduction, product deveiopment or
import substitution;

Manufacture/deveiopment of components and sub-
assembiies using metai/composite materiais.

Identifying and deveioping the criticai & high-vaiue
adding processes in-house.

(iii)

In case of imported technoiogy (imported
during the iast three years reckoned from the
beginning of the Financiai Year):

a. the detaiis of technoiogy imported;

b. the year of import;

c. whether the technoiogy has been fuiiy
absorbed;

d. if not fuiiy absorbed, areas where
absorption has not taken piace, and the
reason thereof.

Nii

(iv)

Expenditure incurred on Research and

Capitai Expenditure: Nii

Deveiopment

Revenue Expenditure: Nii

Totai: Nii

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(B in Crores)

Foreign Exchange Earned

B300.64

Foreign Exchange Outgo

B496.69

14. Risk Management

The Company follows a comprehensive and
integrated risk appraisal, mitigation and management
as stated in its Risk Management Policy. The
identified elements of Risk and Risk Mitigation
measures are periodically reviewed / revised by the
Board of Directors as and when the need arises.
The Board of Directors have also constituted a
Risk Management Committee to oversee the Risk
Management process.

15. Corporate Social Responsibility (CSR)

The Company has constituted a CSR Committee
of the Board of Directors and has adopted a CSR
Policy. The same is posted on the Company's
website www.imwgiobai.com. A report in the
prescribed format detailing the CSR expenditure for
the Financial Year 2024-25 is attached herewith as
Annexure - 2 and forms a part of this report.

16. Evaluation of Board's Performance

On the advice of the Board of Directors, the
Nomination and Remuneration Committee of the
Board of Directors of the Company has formuiated
the criteria for evaiuation of the performance
of each individuai Director, Board as a whoie,
Committees of the Board, Independent Directors,
Non-Independent Directors and the Chairman of
the Board based on the criteria of evaiuation as
specified by the Securities and Exchange Board of

India (SEBI). Based on these criteria the performance
evaiuation process has been undertaken. The
Independent Directors of the Company had also
convened a separate Meeting for this purpose on
24th January 2025. The results from this evaluation
process have been communicated to the Chairman
of the Board of Directors.

17. Directors and Key Managerial Personnel

During the year under review, Non-Executive
Independent Directors Sri Aditya Himatsingka
(DIN: 00138970) and Dr Mukund Govind Rajan
(DIN: 00141258) completed their second

term of five years and retired from the Board
of the Company effective 4th August 2024.
Justice (Smt) Chitra Venkataraman (Retd.)
(DIN: 07044099) also retired upon completion of
her second term of five years, effective 1st February
2025. The Board acknowiedges and appreciates
their contributions and valuable services.

Consequent to the retirement of the aforementioned
directors, and pursuant to the recommendation of
the Nomination and Remuneration Committee
and the Board of Directors, Sri Venkataramani
Anantharamakrishnan (DIN: 00277816) and
Smt Pushya Sitaraman (DIN: 06537196) were
appointed as Independent Directors of the Company
for a first term of five (5) consecutive years with
effect from 5th August 2024 by the Members at the

61st Annual General Meeting of the Company held
on 31st July 2024.

Further, upon the recommendation of the
Nomination and Remuneration Committee and
the Board of Directors, Dr Deepaii Pant Joshi
(DIN: 07139051) was appointed as an Independent
Director of the Company to hold office for a first
term of five (5) consecutive years with effect from
12th December 2024 pursuant to the approval
of the Shareholders through Postal Ballot dated
12th December 2024.

Pursuant to the approval of the Audit Committee and
the Board of Directors, the Company had obtained
the approval of the Shareholders through Postal
Ballot on 12th September 2024 for appointment of
Sri Jaidev Jayavarthanaveiu as an Executive Director
of LMW Holding Limited (a wholly owned subsidiary
company located in the United Arab Emirates) with
effect from 23rd September 2024. Consequent
to his appointment as an Executive Director in
LMW Holding Limited, Sri Jaidev Jayavarthanaveiu
(DIN: 07654117) stepped down from the position
of Whole-time Director of the Company with
effect from the close of business hours on
20th September 2024 and was re-designated
thereafter as a Non-Executive and Non-Independent
Director of the Company.

Apart from the above, there were no other changes
in the Directors and Key Managerial Personnel of
the Company.

Sri Jaidev Jayavarthanaveiu (DIN: 07654117),
who retires by rotation at the ensuing Annual
General Meeting, being eligible offers himself
for reappointment. The Board recommends his
reappointment.

18. Audit Committee / Whistle Blower Policy

The Audit Committee was formed by the Board of
Directors', and it presently consists of:

1. Sri Aroon Raman, Chairman (Non-Executive and
Independent)

2. Sri Arun Aiagappan, Member (Non-Executive and
Independent)

3. Dr Deepaii Pant Joshi, Member (Non-Executive and
Independent)

The Board has accepted the recommendations of
the Audit Committee and there were no incidents
of deviation from such recommendations during
the Financial Year under review. The Company has
devised a vigil mechanism in the form of a Whistle
Blower Policy in pursuance of Section 177(10) of the
Companies Act, 2013 and details thereof is available
on the Company's website at www.imwgiobai.com.
During the year under review, there were no
compiaints received under this mechanism.

19. Prevention of Sexual Harassment of Women
at the Workplace

The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressai)
Act, 2013. Information regarding the same is also
provided in the Corporate Governance Report
forming part of the Directors' Report.

20. Listing of Shares

The Shares of the Company are iisted on BSE
Limited and the Nationai Stock Exchange of India
Limited. Appiicabie iisting fees have been paid up
to date. The Shares of the Company have not been
suspended from trading at any time during the year
by the concerned Stock Exchanges.

21. Overall Maximum Remuneration

Particulars pursuant to Section 197(12) and Rule 5(1)
of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

a. The ratio of the remuneration of each Director to the median empioyee's remuneration for the Financiai
Year and such other detaiis as prescribed is as given beiow:

Director

Category of Directorship

Ratio

Sri Sanjay Jayavarthanaveiu

Executive and Non-Independent

79.48

Sri S Pathy

Non-Executive and Non-Independent

1.05

Sri Aditya Himatsingka*

Non-Executive and Independent

0.36

(untii 4th August 2024)

Director

Category of Directorship

Ratio

Dr Mukund Govind Rajan*
(until 4th August 2024)

Non-Executive and Independent

0.36

Justice (Smt) Chitra Venkataraman (Retd.)*
(until 1st February 2025)

Non-Executive and Independent
(Woman)

0.88

Sri Arun Aiagappan

Non-Executive and Independent

1.05

Sri Aroon Raman

Non-Executive and Independent

1.05

Sri Jaidev Jayavarthanaveiu1

Non-Executive and Non-Independent

6.36

Sri M Sankar

Executive and Non-Independent

18.20

Sri Venkataramani Anantharamakrishnan*
(from 5th August 2024)

Non-Executive and Independent

0.69

Smt Pushya Sitaraman*
(from 5th August 2024)

Non-Executive and Independent
(Woman)

0.69

Dr Deepaii Pant Joshi*
(from 12th December 2024)

Non-Executive and Independent
(Woman)

0.32

*Held directorship during a part of the year.

1Was designated as an Executive and Non-Independent Director until the close of business hours on
20th September 2024 and was redesignated as a Non-Executive and Non-Independent Director thereafter.

Note Sitting Fees paid to the Directors is not considered as remuneration.

b. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
in the Financial Year:

Director

Category of Directorship

% increase

Sri Sanjay Jayavarthanaveiu

Executive and Non-Independent

-65.10

Sri S Pathy

Non-Executive and Non-Independent

Nii

Sri Aditya Himatsingka*
(untii 4th August 2024)

Non-Executive and Independent

-65.48

Dr Mukund Govind Rajan*
(untii 4th August 2024)

Non-Executive and Independent

-65.48

Justice (Smt) Chitra Venkataraman (Retd.)*
(untii 1st February 2025)

Non-Executive and Independent
(Woman)

-15.89

Sri Arun Aiagappan

Non-Executive and Independent

Nii

Sri Aroon Raman

Non-Executive and Independent

Nii

Sri Jaidev Jayavarthanaveiu1

Non-Executive and Non-Independent

-11.11

Sri M Sankar2

Executive and Non-Independent

Not Comparabie

Sri Venkataramani Anantharamakrishnan#
(from 5th August 2024)

Non-Executive and Independent

Not Appiicabie

Smt Pushya Sitaraman#
(from 5th August 2024)

Non-Executive and Independent
(Woman)

Not Appiicabie

Dr Deepaii Pant Joshi#
(from 12th December 2024)

Non-Executive and Independent
(Woman)

Not Appiicabie

Key Managerial Personnel

Designation

% increase

Sri V Senthii

Chief Financiai Officer

-1.40

Sri C R Shivkumaran

Company Secretary

5.88

*Term ended during the year under review, hence the decrease.
#Appointed during the year under review, hence not comparabie.

1Was designated as an Executive and Non - Independent Director until the close of business hours on
20th September 2024 and was redesignated as a Non-Executive and Non-Independent Director thereafter.

2 Was appointed with effect from 25th October 2023, hence during the previous year had received remuneration for a part
of that year. Hence figures are not comparable.

Note For this purpose, sitting fees paid to the Directors is not considered as remuneration. The remuneration details are
for the year 2024-25 (previous year 2023-24).

c. The percentage increase in the median remuneration of employees in the financial year: 9.61 %

d. The number of permanent employees on the rolls of Company: 3,627

e. Average percentile spend increase in the salaries of employees other than the managerial personnel in the
last financial year: is -6%. Average percentile increase in the managerial remuneration is -58% on account of
decrease in profit linked remuneration.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: Yes

g. Particulars of Employees as per [Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel Rules), 2014]:

Particulars of Employees whose salary is not less than Rupees One Crore and Two Lakhs:

Table 1 1 2 & 3

Name

(Age in Years)

Designation

Remuneration
(in D)

Qualification

Date of

Commencement
of employment
(experience in
years)

Previous

Employment

Sri Sanjay
Jayavarthanavelu
(56 years)

Chairman and
Managing
Director

7,59,49,147

MBA.

03rd June 1994
(30 years)

Sri K Soundhar
Rajhan

(76 years)

Chief Strategy
Officer

2,39,88,884

B Sc.

09th July 1973
(51 years)

The Kovilpatti
Lakshmi Roller
Flour Mills Limited

Sri M Sankar
(67 years)

Director

Operations

1,73,84,826

B Tech.

21st August 1985
(39 years)

Star Marketing
Services Limited

Sri S Siva Arvinth

Ganga

(51 years)

President - MTD

1,55,74,251

BE.

17th April 2024
(1 year)

Setco Auto
Systems Private
Limited

Sri N Krishna
Kumar
(67 years)

President - ATC
& FDY

1,10,58,052

BE., ME.

01st July 1983
(41 years)

1 The remuneration includes the Company's contribution to the provident fund, gratuity and perquisites.

2 The remuneration details are for the Financial Year 2024-25 and all other particulars are as on 31st March 2025.

3 Also refer to note 2 & 3 under Table 2.

Details of employees in receipt of Remuneration / Salary for any part of the year, at a rate which, in the aggregate,
was not less than 28,50,000/- per month: Nil

Particulars of Top Ten employees in terms of remuneration drawn: Table 2 1-2-3 & 4

Name

(Age in Years)

Designation

Remuneration
(in D)

Qualification

Date of

Commencement
of employment
(experience in
years)

Previous

Employment

Sri V Senthil
(46 years)

Chief Financial
Officer

81,55,530

B Com., ACA.

23rd January 2015
(10 years)

LMW Textile
Machinery
(Suzhou)
Co. Ltd

Sri S Rajasekaran
(58 years)

Senior Vice
President -
TMD, R & D

72,90,804

DTT., AMIE.,
M Tech., DBM.

2nd May 1986
(39 years)

VR Textiles

Sri P Ananthan
(56 years)

Vice President -
Administration

67,03,314

BE.

17th August 1989
(35 years)

-

Sri P Elangovan
(51 years)

Associate Vice
President -TMD
(Quality)

62,41,615

DME.,

B Tech., MS.,
PG Diploma.

07th May 2018
(7 years)

Wabco India
Limited

Sri V Vijay
(45 years)

Head (Metallics)
- ATC

55,82,490

BE., PGDBM.

09th April 2021
(4 years)

Aequs Private
Limited

Sri C R Shivkumaran
(51 years)

Company

Secretary

54,35,595

BA., MBA.,
ACMA., ACS.,
PhD.

21st August 1996
(28 years)

SIV Industries
Limited

Sri Suresh Kumar

Mishra

(45 years)

Head

(Manufacturing),
Composites -
ATC

53,06,621

Post Graduate
Diploma in
Operations
Management

15th February 2022
(3 years)

Valdel

Advanced

Technologies

Private

Limited

Sri T Chandrasekar
(46 years)

Senior General
Manager -
Foundry

52,33,943

BE.

4th January 2023
(2 years)

Integra

Automation

Private

Limited

Sri M Ranganathan
(60 years)

Head - HR & IR

51,39,592

BA.,MA.,BL.

1st December 2004
(20 years)

Veejay Syntex
Private
Limited

Smt B Dhanalakshmi
(55 years)

Senior General
Manager -
Finance

51,02,329

B.Com., ACA.,
ACS., ACMA
(Inter).

19th January 1996
(29 years)

1 The remuneration includes Company's contribution to provident fund, gratuity and perquisites.

2 As at 31st March 2025, no employee is a relative (in terms of the Companies Act, 2013) of any other Director of the Company.

3 No employee of the Company is covered by Rule 5(2) (iii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, that is employee, drawing remuneration in excess of the remuneration paid to the Chairman and
Managing Director or Whole-time Director and is holding by himself/herself or along with his/her spouse and dependent
children, shares of 2% or more in the Company.

4 The remuneration details are for the Financial Year 2024-25 and all other particulars are as on 31st March 2025.

Details of employees who were listed in top ten employees in terms of remuneration as at 31st March 2024 and
had left the services of the Company during the year 2024-25:

Note: Sri Jaidev Jayavarthanavelu was re-designated as a Non-Executive and Non-Independent Director with
effect from the close of business hours on 20th September 2024.

Sl No

Name of the Employee

Date of Cessation

Reason

1

Sri R Hari Krishna

30th August 2024

Resignation

2

Sri R Murali

16th September 2024

Resignation

3

Sri Indraneel Bhattacharya

30th June 2024

Retirement

4

Sri Sanjay Ahuja

30th November 2024

Resignation

5

Ms Shah Sonal Manilal

30th August 2024

Resignation

25. Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and are
operating effectively.

26. Additional Information

As per Rule 8(5) of the Companies (Accounts) Rules, 2014 the following additional information is provided:

22. Corporate Governance

As per Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a
separate section on Corporate Governance practices
followed by the Company is provided elsewhere in
this Report. A report of the Statutory Auditors of the
Company confirming the compliance of conditions
of Corporate Governance as required by SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed to this report as
Annexure-3 and forms a part of the report.

23. Auditors

Statutory Auditor

Consequent to the approval of the Shareholders
at their Annual General Meetings held during
2021 & 2022 respectively, M/s S. Krishnamoorthy
& Co., Chartered Accountants, Coimbatore, with
Sri B Krishnamoorthi and / or Smt V Indira as signing
partners were appointed as Statutory Auditors of the
Company for a second term of 5 (five) consecutive
financial years commencing from the financial year
2021-22 and shall hold office from the conclusion
of 58th Annual General Meeting till the conclusion of
the Annual General Meeting of the Company to be
held during the year 2026.

M/s S. Krishnamoorthy & Co., Chartered Accountants,
Coimbatore, with Sri B. Krishnamoorthi and / or
Smt. V. Indira as signing partner have consented and
confirmed their eligibility and desire to continue as
Statutory Auditors of the Company for the Financial
Year 2025-26.

Cost Auditor

Pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records
and Audit) Rules, 2014 (as amended), the Board

of Directors, on the recommendation of the
Audit Committee have appointed Sri A N Raman,
Cost Accountant, Chennai, as the Cost Auditor
of the Company for the Financial Year 2025-26.
The remuneration payable to the Cost Auditor is
subject to ratification of Shareholders at the ensuing
Annual General Meeting.

Secretarial Auditors

Pursuant to Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and the provisions of Sections
179 & 204 of the Companies Act, 2013, read with the
Companies (Meetings of Board and its Powers) Rules,
2014, and subject to the approval of Shareholders in
the ensuing Annual General Meeting, the Board of
Directors of the Company have recommended the
appointment of MDS & Associates LLP, Company
Secretaries, Coimbatore as Secretarial Auditors of
the Company for a first term of 5 (five) consecutive
financial years commencing from the financial
year 2025-26.

MDS & Associates LLP have consented and
confirmed their eligibility for appointment as
Secretarial Auditors of the Company. The necessary
Resolution for their appointment has been included
in the Agenda of the Annual General Meeting Notice
for the approval of the Members.

24. Business Responsibility and Sustainability
Report

In terms of Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
read with relevant SEBI Circulars, the Business
Responsibility and Sustainability Report of the
Company for the year ended 31st March 2025 is
annexed as Annexure - 4 and forms an integral part
of the Annual Report.

(i)

The financial summary or highlights

The financial highlights including information on the
state of affairs of the Company, dividend and transfer
to reserve have been provided elsewhere in this report.

(ii)

The change in the nature of business, if any

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

(iii)

The names of Companies which have
become or ceased to be its Subsidiaries, Joint
Ventures or Associate Companies during the
year.

On 10th July 2024, LMW Holding Limited was
incorporated as a wholly owned subsidiary of the
Company and is located in the Dubai International
Financial Centre, Dubai, United Arab Emirates.
Thereafter, the Equity Interest / Equity Shares held
by the Company in LMW Textile Machinery (Suzhou)
Co. Ltd, China and in LMW Global FZE, United Arab
Emirates were transferred to LMW Holding Limited,
United Arab Emirates, the newly incorporated wholly
owned subsidiary of the Company.

Consequent to the transfer, LMW Textile Machinery
(Suzhou) Co. Ltd, China and LMW Global FZE, UAE
became the wholly owned subsidiaries of LMW Holding
Limited and step-down subsidiaries of LMW Limited.

(iv)

The details relating to deposits, covered under
Chapter V of the Companies Act, 2013.

The Company has not accepted any amount which
falls under the purview of Chapter V of the Companies
Act, 2013.

(v)

The details of deposits which are not in
compliance with the requirements of Chapter
V of the Act.

Not Applicable

(vi)

The details of significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and
Company's operations in future.

Nil

(vii)

The details in respect of adequacy of financial
internal controls with reference to the
Financial Statements.

Procedures are set to detect and prevent frauds and
to protect the organisation's resources, both physical
(e.g., machinery and property) and intangible (e.g.,
reputation or Intellectual property such as trademarks,
patents, etc.). The Financial Statements are prepared
in accordance with the Indian Accounting Standards
issued by the Ministry of Corporate Affairs.

(viii)

Maintenance of cost records under subsection
(1) of Section 148 of the Companies Act, 2013.

Pursuant to the provisions of Section 148(1) of the
Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, the Company was
required to maintain cost records. Accordingly, the
Company has duly prepared and maintained the Cost
Records as mandated by the Central Government.

(ix)

A statement regarding opinion of the Board

During the financial year 2024-25, Sri Venkataramani

with regard to integrity, expertise and

Anantharamakrishnan, Smt Pushya Sitaraman and

experience (including the proficiency) of

Dr Deepali Pant Joshi, were appointed as Independent

the independent directors appointed during

Directors of the Company.

the year.

The Board is of the opinion that the integrity, expertise
and experience (including the proficiency) of the above
said Independent Directors are satisfactory.

27. Details of difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loans from the Banks or Financial Institutions along with the
reasons thereof

Not applicable

28. Acknowledgements

Your Directors thank all customers for their continued support and patronage. The Directors also thank the
Company's Bankers, Selling Agents, Vendors, Central and State Governments for their valuable assistance.

The Directors wish to place on record their appreciation for the cooperation and contribution made by the
employees at all levels towards the progress of the Company.

By order of the Board
Sanjay Jayavarthanavelu

Place : Coimbatore Chairman and Managing Director

Date : 14th May 2025 DIN: 00004505