Lux Industries Ltd

AGM Details

• Date of AGM: 25 September 2026.
• Mode: Hybrid meeting with in-person and video conferencing.
• Record date for voting entitlement: 18 September 2026.
• Total shareholders on record: 65,608.
• Attendees: 72 present in person/proxy; VC attendees promoter 13, public 59.

Key Resolutions

• Resolution 1 (Ordinary): Adopt standalone and consolidated financial statements for year ended March 31, 2026 — Passed.
• Resolution 2 (Ordinary): Final dividend of 2.00 per equity share — Passed.
• Resolution 3 (Ordinary): Re-appoint Rahul Kumar Todi as Director — Passed.
• Resolution 4 (Ordinary): Re-appoint Saket T. as Independent Director — Passed.
• Resolution 5 (Special): Re-appoint Ram Bansal as Independent Director — Passed.
• Resolution 6 (Special): Re-appoint Ash Sharma as Independent Director — Passed.
• Resolution 7 (Special): Re-appoint Paricha Patnaik as Independent Director — Passed.

Director Changes

• Rahul Kumar Todi re-appointed as Director (retiring by rotation).
• Saket T. re-appointed as Independent Director.
• Ram Bansal re-appointed as Independent Director.
• Ash Sharma re-appointed as Independent Director.
• Paricha Patnaik re-appointed as Independent Director.

Lux Industries Ltd – Closure of Trading Window

AGM Details

• AGM held on 25 Sep 2026 at 11:00 IST via VC/OAVM.
• Remote e-voting ran Sep 21–24, 2026; meeting concluded at 12:30 IST.
• Quorum comprised 72 attendees via VC/OAVM.
• Cut-off date for voting: 18 Sep 2026.

Resolutions & Outcomes

• Item 1 (Ordinary): Adopt standalone and consolidated financial statements for FY2026.
• Item 2 (Ordinary): Final dividend of Rs 2.00 per equity share approved.
• Item 3 (Ordinary): Re-appointment of Rahul Kumar Todi as director.
• Item 4 (Ordinary): Re-appointment of Saket Todi as director.
• Item 5 (Special): Re-appointment of Sadhu Ram Bansal as independent director (second term).
• Item 6 (Special): Re-appointment of Shashi Sharma as independent director (second term).
• Item 7 (Special): Re-appointment of Kumud Chandra Paricha Patnaik as independent director (second term).

Voting & Outcomes

• All resolutions passed with requisite majority; no resolution failed.

Director Changes

• Sadhu Ram Bansal re-appointed as independent director for a second five-year term.
• Shashi Sharma re-appointed as independent director for a second five-year term.
• Kumud Chandra Paricha Patnaik re-appointed as independent director for a second five-year term.

Other material approvals

• Subject to regulatory approvals, proposed demerger of business verticals.

Shareholder communications and AGM notice

• The company dispatched a letter to shareholders without registered emails providing the Annual Report web-link.
• AGM 31st Lux Industries scheduled for 25 September 2026 at 11:00 IST via VC/OAVM.
• Annual Report 2025-26 is available on the company website with the provided web-link and path.
• Shareholders without registered emails should update their address with the DP or KFin depending on holding form.
• KFin contact details are provided for queries.
• Letter issued under Regulation 30 and 36(1)(b) of SEBI LODR.
• No material financial implications disclosed in this update.
• This update reiterates shareholder communications and AGM planning rather than new business.

Overview

• Standalone BRSR for FY2025-26 accompanying Lux Industries Limited annual report.
• Manufactures knitted apparel; 100% turnover from hosiery/knitted products.
• Reporting boundary covers standalone operations.

Key ESG Risks & Opportunities

• Occupational health and safety risk mitigated by PPE, safety programs, and health camps; LTIFR 0.
• Energy efficiency through LED lighting and replacement of legacy systems.
• GHG emissions risk; mitigation via renewables; 1.7 MW solar capacity across facilities.
• Solar accounts for about 10% of total electricity consumption.
• Waste management: 95% of leftover fabric recycled or resold; CPCB EPR for plastics packaging.
• Well-being initiatives include health camps, PF/ESI coverage, and group medical/accidental insurance.
• CSR focus on healthcare, education, sports, and environmental sustainability.
• Vendors: over 90% engaged for over a decade; Oeko-Tex certified suppliers.

Governance & Policy Highlights

• CSR & ESG Committee renamed to oversee sustainability; reports to the Board.
• Risk Management Committee oversees ESG risks; management drives implementation.
• Board-approved policies include Code of Conduct, Whistleblower, POSH, CSR & ESG, BRSR.
• Policy framework supports materiality, risk management, and compliance with statutory norms.
• Assurance: Not Applicable; no external assurance for BRSR.
• No material fines/penalties in FY2025-26.
• Anti-corruption policy with whistleblower system; policy links provided on investor site.

Social Responsibility & Workforce

• Total workforce: 2,199 permanent; 2,657 workers.
• Gender mix: permanent 10% female; workers 21% female.
• Board female representation 25%; KMP female 50%.
• Turnover: permanent 23% overall; workers 40% overall.
• LTIFR: 0; no fatalities among employees or workers.
• Health camps and health check-ups; ESIC coverage; group medical/accidental insurance.
• 72 health/safety trainings for employees; 42 for workers.
• Return-to-work rate: female permanent 100%; overall 100%.
• Grievance mechanisms include supervisors, HR, whistleblower, and suggestion boxes.

Environmental Performance

• Total energy: 58,472 GJ; renewable 5,056 GJ; non-renewable 53,416 GJ.
• Renewable share via rooftop solar totaling 1.7 MW; ~10% of electricity needs.
• Scope 1: 381 tCO2e; Scope 2: 9,483 tCO2e.
• Emission intensity: 3.36 tCO2e per Cr turnover; PPP 68.31.
• Waste: total 4,407 MT; plastic 130 MT; non-hazardous 4,277 MT; 95% recycled.
• EPR for plastic packaging; CPCB-compliant.
• ISO 9001:2015 and Star Export House certifications.
• Water: groundwater withdrawal 65,624 kl; no surface water withdrawal; water stress not identified.
• No zero-liquid-discharge; water use limited to consumption and sanitation.

Stakeholder Engagement & Complaints

• Stakeholders: customers, employees/workers, suppliers/distributors, investors, regulators, communities.
• Engagement channels: surveys, townhalls, investor meetings, dealer interactions; quarterly to annual.
• Communications inform policy, product/service quality, and ESG priorities.
• 2025-26 complaints: nil reported; 2024-25 shareholder complaints: 16, all resolved; customer complaint: 1 resolved.
• Communities engaged annually through CSR programs.

Other Notable Metrics

• MSME procurement: 19%; direct Indian sourcing: 99.7%.
• Geography: Rural 36.7%, Semi-Urban 0.99%, Urban 12.91%, Metropolitan 49.40%.
• Affiliations: seven trade/industry chambers; top associations listed.
• RPT concentration: purchases 0.41%; sales 0.40%; loans 0.27%; investments 0.12%.
• Data privacy: cyber security framework; product labeling and disclosure on packaging.
• No Green Credits generated; no adverse anti-competitive orders; CSR projects benefit education and healthcare.

Financial performance

• Revenue rose to ₹2,929 Cr in FY2025-26.
• EBITDA ₹205 Cr; margin 6.93%, margin compression due to investments.
• Net profit ₹106 Cr; driven by brand investments and expansion.
• ROCE declined to 9.4% from 13.74%.
• Debt-equity ratio 0.32x; higher WC borrowings scaled growth.
• Interest coverage at 4.7x amid higher finance costs.
• Exports accounted for 8% of revenue across 46+ countries.
• Cash balance ~₹300 Cr; liquidity preserved.
• Final dividend ₹2 per share; promoters waived.

Growth strategy & brand portfolio

• Lux 2.0 architecture enables three independent verticals with sharper focus.
• Vertical A revenue ₹1,365 Cr; 23-25% CAGR over eight quarters.
• Vertical B revenue ₹1,236 Cr; Lux Nitro and Parker drivings.
• Vertical C revenue ₹328 Cr; balanced breadth with Classic/Karishma/Amore.
• Vertical B licensed REEBOK for premium innerwear in India.
• Lux Nitro first-year revenue ~₹175 Cr; rapid scale expectations.
• Lux Parker surpassed ₹250 Cr in inaugural year; broader economy segment.
• Lux Connect & Lyra Connect enhance retailer engagement and forecasting.
• Exports: 46+ countries; target 60 by 2030.

Manufacturing capacity & energy sustainability

• Dankuni expansion: ₹600 Cr; 20 lakh sq ft footprint; capacity ~44 Cr garments.
• New Dankuni facility to be highly automated; payback ~5 years.
• Total solar capacity ~1.7 MW; ~10% of total power needs.
• 3 solar installations: 1 MW at Dankuni; 700 kW across Avinashi/Tiruppur.
• Lean, in-house manufacturing with end-to-end control.

Governance, risk & CSR/ESG

• Board: 12 directors; 6 independent; 3 women directors; governance strengthened.
• CSR rebranded as CSR & ESG Committee; board oversight of ESG disclosures.
• CSR spend: ₹3.15 Cr; shortfall ₹0.85 Cr; promoter portion ₹1.90 Cr excess disclosed.
• ISO 9001:2015 certification; Star Export House status.
• Vigil mechanism; robust internal controls; quarterly risk reviews.

Export footprint & international expansion

• Exports to 46+ countries; 8% of turnover.
• Aim to expand presence to 60 countries by 2030.
• Vertical B partnership with REEBOK strengthens premiumization and global reach.

Capital structure & liquidity

• Consolidated borrowings rose to ₹580 Cr in FY2025-26.
• Net debt to equity at 0.15x; liquidity supports growth.
• Capex focus and internal accruals underpin capital strategy.

Demerger & strategic restructuring

• In-principle demerger approved on 23 Apr 2026 for Verticals A & C.
• Lux Cozi and Lux Global to form two WOS; Vertical B remains with Lux.
• Implementation timeline linked to regulatory approvals; earnings impact to follow.

Dividend policy & shareholder returns

• Board approved final dividend of ₹2 per equity share (100% payout).
• Promoters waived entitlement to final dividend to support expansion.

Outlook & risks

• Industry tailwinds from rising incomes and formalization support growth.
• Risks include raw material cost volatility, logistics costs, and currency fluctuations.
• Margin recovery expected as newer brands mature and operating leverage improves.

Technology & digital transformation

• ERP revamp, AI adoption, and data analytics to improve forecasting and control.
• WMS deployment and DMS rollout to enhance efficiency and traceability.

Scheme overview

• Approval to demerge two business verticals into two wholly owned subsidiaries.
• Resulting companies will have mirror image shareholding with the Demerged Company.
• Share exchange ratio 1:1 for each WOS; no cash.
• Appointed date and effective date TBD; RoC filings determine effective date.

Rationale

• Distinct operational needs, growth prospects, and risk profiles motivate segregation.
• Aimed at value unlocking, focused governance, and independent management for each vertical.
• Creates separate platforms to pursue strategy, capital allocation, and growth plans.
• Commitment to stable leadership and continuity post-demerger.

Key terms and structure

• Nature: demerger of two verticals into two WOS.
• Appointed date: first day of the quarter when effective.
• Effective date: upon RoC sanction copies filing.
• Regulatory approvals: shareholders, creditors, NCLT, SEBI, BSE and NSE.
• Listing: resulting entities to be listed on BSE and NSE.
• Share transfer: 1:1 to WOS1 and WOS2; pre-scheme capital cancelled.
• Record date to be fixed for entitlements.
• Promoter group members to cease being promoter group of resulting entities.

Financial impact

• Share exchange ratio 1:1; no cash payment.
• Capital structure: pre-scheme paid-up capital cancelled for WOS.
• Demerged Company's shareholding unchanged; resulting entities become wholly owned.
• Assets and liabilities of vertical undertakings transferred to respective WOS.
• Turnover references provided for demerged divisions.

Impact on stakeholders

• Shareholders receive WOS shares in 1:1 ratio; proportional ownership preserved.
• Promoter group members exit from resulting entities' promoter lists.
• Creditors' rights to be addressed under scheme; approvals required.
• No immediate cash impact; ongoing operations to continue.

Status and next steps

• Board approval announced on August 31, 2026.
• Subject to shareholder, creditor, NCLT, SEBI, BSE/NSE approvals.
• Appointed date and effective date linked to RoC filings.
• Scheme to be filed with exchanges; listing after approvals.
• Record date to be fixed; listing contingent on regulatory clearances.