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
|