Directors Report of Libas Consumer Products Ltd.

Mar 31, 2025

Your Directors are pleased to present before you the 21^st Boards'' Report for the Company, for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The financial highlights (standalone) of the Company for the year ended March 31, 2024 are presented below:-

(Rs. in lakh)
Particulars	March 31, 2025	March 31, 2024
Revenue from operations	5,493.93	4,037.48
Other income	28.53	705.54
Gross Income	5,522.46	4,743.02
Expenses	5,650.82	4,728.87
Profit/ (Loss) before Tax	(128.36)	14.15
Less: Tax	29.18	3.56
Net Profit for the year	-157.44	10.12

2. FINANCIAL HIGHLIGHTS

The key highlights of the Company''s performance based on the Standalone accounts as on March

31, 2025 are reflected as under:

â¢ Net Worth: During the FY under review, the Net Worth of the Company stood at ? 50.40 crore as compared to ? 51.98 crore for the previous FY, a decrease of 3.040%.

â¢ Book Value of Shares: The Book Value of equity shares stood at ? 19.13 as compared to ? 19.73 for the previous FY.

â¢ Current Ratio: As on March 31, 2025 the Current Ratio was 2.16 as compared to 2.91 as of March 31, 2024.

â¢ Debt: Total debt of the Company was ? 13.81 crore in FY 2024-25 as companied to ? 14.74 crore in FY 2023-24, decreased of INR 0.93 crore.

â¢ Net Profit Margin (%): The Net Profit Margin for FY 2024-25 was -2.87% as compared to FY 2023-24 at 0.25%.

3. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY

During the year under review, the loss stood at ? 157.44 lakh as against profit of ? 10.12 lakh in

the previous year.

Your company continued to focus on new client acquisition along with deepening the existing ones.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in business activity during the year.

5. SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year, the Authorized Share Capital was INR 28 crore and Paid-up Equity Share Capital was INR 26.34 crore of the Company. There was no change in capital.

A) Issue of equity shares with differential rights

Your Company had not issued equity shares with differential rights as required to be disclosed in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

B) Issue of sweat equity shares

Your Company had not issued sweat equity shares as require to be disclosed under rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

C) Issue of employee stock

Your Company had not issued employee stock option as required to be disclosed under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

D) Private Placement/Preferential Allotment/Right Issue of Shares

Your Company had not issued shares on Private Placement of Preferential allotment basis or right issue.

E) Bonus Issue

Your Company had not issued shares as bonus shares.

6. DIVIDEND

Your Directors have not recommended Dividend for the year.

7. TRANSFER TO RESERVES

The Directors has not transferred amount to General Reserves during the financial year ending March 31, 2025.

8. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Act, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), as amended from time to time, the company is not required to transfer the unpaid and unclaimed dividend pertaining to the FY 2017-18, as there was no dividend declared during the FY 2017-18.

9. ACCOUNTING STANDARD AND FINANCIAL STATEMENTS

The Financial Statements of the Company are prepared in accordance with Accounting Standards, issued by the Institute of Chartered Accountants of India, which forms part of this Annual report.

10. CONSOLIDATED FINANCIAL STATEMENT

As required under Section 129 of the Act and LODR Regulations, a consolidated financial statements for the year ended March 31, 2023 are attached.

11.	BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL i. Directors The Composition of the Board as on this report date is as follows:
	Name of the Director	DIN	Designation	Category	Date of Appointment
	Mr. Riyaz Ganji	02236203	Managing Director	Promoter Executive	10/11/2004
	Mr. Nishant Mahimtura	02000572	Wholetime Director	Promoter Executive	10/11/2004
	Mr. Aman Ganji	08297512	Director	Promoter Non -Executive	08/04/2025
	Mr. Ashish Dubey	07604537	Independent Director	Non-Executive Independent	18/06/2020
	Mrs. Kalpana Kumari*	08659377	Independent Director	Non-Executive Independent	28/12/2022
	Ms. Bhumisha Dadwani*	10555283	Independent Director	Non-Executive Independent	25/10/2024

Resigned with effect from closure of business hours on August 14, 2025 and appointed Mr.

Diwakar Unikrishna Menon and Mrs. Supriya Ramdas with effect from opening of business

hours on August 15, 2025.

The disclosures pertaining to the Equity Shares held and the Remuneration received by the

Directors and Key Managerial Personnel''s during the Financial Year 2024-25 are disclosed in

MGT-7 at link https:// riyazgangjilibasconsumerproductltd.com/ investors.php

Changes in the Board

1. Mr. Rishi Sharma (DIN: 09453815) resigned from the post of Independent Director with effect from September 28, 2024.

2. Ms. Bhumisha Dadwani (DIN: 10555283) was appointed as an Additional Independent Director of the company with effect from October 25, 2024.

3. Appointment of Ms. Bhumisha Dadwani (DIN: 10555283) was regularized by the members through postal ballot concluded on January 2, 2025.

4. Mrs. Reshma Ganji resigned from the post of Managing Director of the company with effect from March 31, 2025.

5. Mr. Aman Ganji (DIN: 08297512) was appointed as an additional non-executive director of the company with effect from April 9, 2025.

6. Appointment of Mr. Aman Ganji (DIN: 08297512) was regularized by the members through postal ballot concluded on June 25, 2025.

7. Designation of Mr. Riyaz Ganji was changed from Joint Managing Director to Managing Director by the members through postal ballot concluded on June 25, 2025.

8. Mr. Ashish Dubey was re-appointed as an Independent Director for 2^nd (second) term of 5 (five) years by the members through postal ballot concluded on June 25, 2025.

9. Ms. Bhumisha Dadwani (DIN: 10555283) and Mrs. Kalpana Kumari (DIN: 08659377) resigned from the post of Independent Directors of the company with effect from August 14, 2025.

10. The Board in their meeting held on August 14, 2025, had appointed Mr. Diwakar Unnikrishna Menon (DIN: 03213387) and Mrs. Supriya Ramdas (DIN: 11240178) as an additional nonexecutive Independent Directors of the company with effect from August 15, 2025.

11. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and Companies Articles of Association Mr. Nishant Mahimtura is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, to offer himself for re-appointment by stating his willingness to be re-appointed at this Annual General Meeting.

The complete details and disclosures pertaining to the qualification, experience, education and other details as required under the Companies Act, 2013, Secretarial Standards-2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to the Notice to the Annual General Meeting for the Directors seeking appointment/reappointment.

Key Managerial Personnel

1. Mrs. Pooja Hindia resigned from the post of Company Secretary & Compliance Officer of the Company with effect from April 30, 2025.

2. Ms. Anjali Barot was appointed as Company Secretary & Compliance Officer of the Company with effect from June 12, 2025.

12. LISTING FEE

The Company made delay in payment of the applicable listing fee to the National Stock Exchange

of India Limited for the Financial Year 2024-25.

13. AUDITORS

i. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/ s. SARK & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2024-25, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in form MR-3 (Annexure III) is presented separately and forms part of this report.

ii. Statutory Auditors

M/ s Choudhary Choudhary & Co., Chartered Accountants (FRN.: 002910C) resigned from the post of Statutory Auditor of the company with effect from August 14, 2025 and appointed M/s J. N. Mittal & Co., Chartered Accountants (FRN: 003587N) Statutory Auditor of the company with effect from August 15, 2025, subject to the approval of members in ensuing annual general meeting.

The Auditor''s Report to the shareholders on standalone and consolidated financials for the year ended March 31, 2025 is presented separately and forms part of this report and has certain qualification, observation or adverse comments. During the year under review, the Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013. The Notes to Accounts referred to in the Auditor''s report are selfexplanatory and do not require any further comments.

iii. Internal Auditor

M/s Sabadra & Associates, Chartered Accountants continues as Internal Auditor of the Company during the year.

14. REPLY TO THE COMMENTS IN THE AUDITORS'' REPORT AND SECRETARIAL AUDITOR''S REPORT Auditors'' Report

Sl.

No.

Qualification

Management''s Reply

Significant deficiencies in Inventory Management: During the course of our audit, we observed Significant deficiencies in the Company''s inventory management system. In our opinion, the inventory is overstated by 1,187.30 lakhs, comprising obsolete stock of 700.84 lakhs. overvaluation of 167.94 lakhs, and stock shortages of R318.52 lakhs. Consequently, the profit for the period is also overstated by the same amount.

During last 2 financial year management Is aware of mismanagement of inventory due to closure of Delhi Branch, Juhu Branch and Borivali Branch and return of goods without barcoding. The management is refurbishing all the stock for further utilizations. The management has tie-ups with various TV serial directors to use the old refurbished cloths for costume in the serials. The impact of arrangement will be visible from July month onwards.

The management will not obsolete the goods instead utilized the same for furtherance of business.

Loan agreement not obtained: Loan agreements for Short Term Loans and Advances given to various parties (Asset) for a total amount of Rs 884.27 lakhs were not provided. Out of these loans given, certain parties'' amounting Rs, 298.59 lakhs, there have been no receipts from these parties in last 2 financial years. In the absence of any agreement and balance confirmations from these parties and in view of no receipts from these parties in past 2 years, we are of the

Loans given to Employees and third parties are fully recoverable, the management has take initiative to collect the old loans and advance Management is quite sure to collect the total amount in near future. The above advance given to various parties prior to Covid period and they were facing financial issues and therefore the collection was delayed. Management was able to recover around 8 Crores during FY 2024-25.

	opinion that loans and advances aggregating Rs 298.59 lakhs may not be recoverable by the company. Assets are over stated in the balance sheet to this extent.
3.	Interest on Loans given not recognized: Interest income on the loans aggregating to Rs 632.92 lacs, given by the company has not been recognized in the books. In the absence of any loan agreement, we are unable to guantify the interest income not booked by the company. Interest income of Rs 12.71 lacs has been booked against loans amounting to 172.35 lacs, however there has not been any realization of this interest during the year and basis of income booked is not provided.	The advance given to various parties for material hence no agreements were prepared. Few COVid affected parties were unpaid. We can not charge interest on advance for material still we are negotiating with parties to collect the interest on overdue advance.
4.	Doubtful Recoverability of Lone-Outstandinp Irade Receivables: As at the balance sheet date, the Company is carrying trade receivables aggregating to 198.11 lakhs which have remained outstanding without any recovery or movement for a period exceeding two financial years. In the absence of subsequent collections, corroborative evidence, or adequate impairment assessment, we are unable to obtain sufficient appropriate audit evidence regarding the recoverability of these receivables. In our view, the recoverability of these balances is doubtful, and no provision has been recognized in the financial statements. Consequently, the carrying value of trade receivables and the profit for the year are overstated to this extent.	The Long outstanding Debtors include receivable from various parties of different branches. Due to closure of branches the collections were delayed. Management is putting all efforts to collect the amount.
5.	Unsubstantiated Trade Payables: The Company has reported trade payables amounting to 176.64 lakhs, which have not exhibited any movement or settlement for over two financial years. We were not provided with sufficient documentation, including confirmations or other supporting cvidence, to validate the existence and completeness of these liabilities. As a result, we are unable to determine the accuracy and completeness of the trade payables reported in the financial statements.	As far as Trade Payable is concern, it is highly impractical to get confirmation from each party. The Auditor has received confirmation from some parties directly in to their mails. The Amount is coming from previous years and hence fully substantiated by audited financials. Company delayed the payment on account of certain issues in the product supplied by those parties. It is the duty of management to approve payment for supply which meet the quality standards. Hence the argument of Auditor towards non payment is very

		general and not acceptable to Management.
6.	Internal Control Processes are not commensurate with the size of the business.	As far as internal control process is concern, each payment from the bank account is personally verified by the concerned Director and properly under control of management. As far as stock is concern, we already accepted the loopholes and took remedial action to control the same.
7.	Discrepancy in Inventory Valuation between Financial Records and Stock Statement Submitted to Bank: During the coursc of audit, it was notcd that the valuc of inventory reported in the financial statements as on 31st March 2025 amounts to 22196.99 Lacs as per the company''s books (Tally and Iinancials). Howcver, the stock statement submitted lo the bank for tlhe same date reflects a valuce of 2028.00 lacs. This results in a discrepancy of 168.99 lacs between the two reportcd figures. In the absence of reconciliatorv documentation or justification for the differential valuation, we are unable to verify the accuracy and completeness of the inventory records. Such a significant difference raises concerns over the reliability of the inventory valuation prcsented in the financial statements and may impact the true and fair view of the financial position of the company.	As far as Inventory submission to bank is concern, the statement submitted to bank is as per the agreed loan terms and conditions after removing the old stock and hence the difference /s there in both the statement.

Secretarial Audit Report
Sl. No.	Qualification	Management''s Reply
1.	As per the SEBI (LODR) Regulations, 2015, there was delay in payment of Annual Listing fees with NSE for FY 2024-25.	The management took note.
2.	As per the SEBI (LODR) Regulations, 2015, the company was required to submit annual audited financial results for the year ended March 31, 2024 on or before May 30, 2024 with NSE. However, the company submitted the same on June 1, 2024. It was delayed by 2 days.	There was delay in preparation of financial results which led to delay in submission within prescribed regulations.
3.	As per the SEBI (LODR) Regulations, 2015, the company was required to submit half yearly results for the period ended September 30, 2024 on or	As CFO of the company was hospitalized, the financial results could not prepared and submitted within the timeline prescribed

before November 14, 2024. However, the company submitted the same on November 19, 2024. It was delayed by 4 days.

under the regulations.

15. DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations.

16. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Regular interactions are held between statutory and internal auditors and independent directors. Monthly /quarterly updates on relevant statutory, regulatory changes are circulated to the Directors. The Directors were also informed of key developments in the Company.

Learning and development sessions for Independent Directors are conducted, as may be required on relevant business topics. The internal newsletters of the Company, the press releases, news in media about the Company are circulated to all the Directors so that they are updated about the operations of the Company. Programmes/ activities are merged with the Board/Committee meetings to suit the convenience of Directors.

17. BOARD AND COMMITTEE MEETINGS

The Board of Directors meets at regular intervals to discuss the business and compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in the Corporate Governance Report (Annexure II) attached which form part of this Board''s Report.

The Company Secretary of the Company is the Secretary to each of these Committees. Separate Meeting of Independent Directors is conducted during every Year, in terms of the requirements of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further, the Board of Directors have adopted various policies on the functioning and running of the Board of Directors as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which are also available on the website of the Company.

18. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.

At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire, each in line with the circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the inputs received from the Directors, covering various aspects of

the Board''s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Independent Directors fulfill the criteria of independence and they are independent of management. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

It was observed that Mrs. Reshma Ganji, Managing Director of the Company is not attending office and not engaging herself in business affairs of the Company.

19. PUBLIC DEPOSITS

Your Company has neither invited nor accepted/renewed any "Deposit" from the public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules, 2014 made under Chapter V read with Section 73 and 76 of the Companies Act, 2013 as amended from time to time and accordingly no disclosures are required in this regard.

20. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company has 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 operating effectively.

21. CORPORATE GOVERNANCE

The company is committed to maintain highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good corporate governance and the board of directors lays strong emphasis on transparency, accountability and integrity.

As required by Regulation 24 of the SEBI (LODR) Regulation, 2015 a detailed Corporate Governance Report is given separately which forms part of this Annual Report.

There was a dispute going on between Mrs. Reshma Ganji, Managing Director and Mr. Nishant Mahimtura, Wholetime Director/Mr. Riyaz Ganji, Managing Director. She had filed an application the National Company Law Tribunal (NCLT), Mumbai under Section 241 and 242 read with Section 244 of the Companies Act, 2013 for oppression and mismanagement.

The NCLT, Mumbai on June 13, 2025 pronounced the order in favour of the company and disposed off the application filed by Mrs. Reshma Ganji.

22. ANNUAL RETURN

In accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available at www.riyazgangjilibasconsumerproductltd.com

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, the Company remain invested in its wholly owned subsidiary Libas Consumer Products FZE LLC, in the UAE. The details have been mentioned in the financial statement with respect to the same.

24. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company during the financial year with the related parties are on arm''s length basis and in the ordinary course of business. During the financial year, there was no material contracts or arrangements entered into by the Company with any of the related party. Your Directors draw attention of the members to Note to the financial statement, which contain particulars with respect to related parties. The policy on dealing with the related party transactions as approved by the Board of Directors is disclosed on the website of the Company.

Particulars of contracts or arrangement with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as (Annexure -I) to the Board Report.

25. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Directors inform the members that with the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct, the Company has adopted a Whistle Blower Policy. The policy has been disclosed on the website of the Company

26. SUBSIDIARY, ASSOCIATES OR JOINT VENTURE

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as Annexure -II. This includes highlights of performance of Wholly Owned Subsidiary viz. ''Libas Consumer Products FZE LLC'' of the Company.

During the year under review, no company has ceased to be subsidiary/joint venture or associate of the Company.

27. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the field of banking, finance, regulatory, administration, legal, commercial vehicle segment apart from compliance of legal requirements of the company. The company has laid down remuneration criteria for directors, key managerial personnel and other employees in the Nomination and Remuneration Committee.

The policy, inter-alia includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of directors, KMP and senior management.

The Policy is also available on company''s website.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

In accordance with the Listing regulations, the Management Discussion and Analysis report which forms part of the annual Report.

29. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the timely preparation of reliable financial information. During the year under review, the Company has not come across any incidence of fraud. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, the respective departments undertake corrective action in their respective areas and thereby strengthen the controls.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONS DURING THE YEAR UNDER REVIEW

The NCLT, Mumbai on June 13, 2025 pronounced the order in favour of the company and disposed off the application filed by Mrs. Reshma Ganji under section 241 and 242 read with section 244 of the Companies Act, 2013.

31. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except mentioned in this report, there are no material changes & commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, REDRESSAL) ACT, 2011

Your Company endeavors to provide a harmonious working environment for female employees and has adopted a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received.

No. of complaints filed during the financial year: NIL

No. of complaints disposed of during the financial year: Nil

No. of complaints pending as on end of the financial year: Nil

33. COMMITTEES OF BOARD

Currently, the board has three committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholder Relationship Committee,

A detailed note on board composition and its committees is provided in the Corporate Governance report (Annexure-III).

34. RISK MANAGEMENT POLICY

The Company has adopted the risk management policy which aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. Your Directors periodically review the risks associated with the business or which threaten the prospects of the Company

35. CODE OF CONDUCTAND PREVENTION OF INSIDER TRADING

In compliance with the SEBI regulation on Code of Conduct for Regulating, Monitoring & Reporting Trading by Insiders, the Company has instituted a comprehensive code of conduct for its management staff. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Libas and cautions them on consequences of violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the ethical standards of dealing in company securities.

The insider trading policy of the company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website: www.riyazgangjilibasconsumerproductltd.com.

36. INVESTORS'' RELATION AND GRIEVANCES

During the Year under review, the Company has not received any Complaint/ Grievance from the Investors of the Company. The Company has a dedicated e-mail address [email protected] for communication with the Investors. Further, a section for Investors, with details of the Annual Reports, Financial Statements, Communications to Stock Exchanges and other necessary information is available on the website of the Company on www.riyazgangjilibasconsumerproductltd.com/ investors.php. The Company is registered on the website of SEBI Complaint Redressal System (SCORES).

37. LOAN TO DIRECTORS AND ITS RELATED ENTITIES UNDER SECTION 185 OF THE COMPANIES ACT, 2013

The Company has given loan to directors in compliance with provisions of the Act.

38. PARTICULARS OF EMPLOYEES

The details of the Remuneration drawn by the Whole Time Executive Directors and Managing Director and Independent Directors are stated in the Corporate Governance Report (Annexure-II), other information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Details pertaining to Remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as part of this Report.

39. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

40. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The company has no activity involving conservation of energy or technology absorption.

b. There is no foreign exchange earnings and outgo.

41. CORPORATE SOCIAL RESPONSIBILITY

Since Section 135 of Companies Act'' 2013 and Rules made there under is not applicable, hence no meeting were conducted during the year.

42. MAINTENANCE OF COST RECORDS

Maintenance of cost records and the requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

43. HUMAN RESOURCES MANAGEMENT

Your Company recognizes that people play a key role in gaining competitive advantage in our industry. Your Company is focused on creating the right working environment for our people to excel.

Your Company will continue to work towards improving all aspects of our people practices to be counted among the Great Places to Work.

The key pillars of success at Libas Consumer Products Limited from a Human Capital perspective are:

â¢ Ensuring we have the right people in every role

â¢ Driving scalable processes to enhance ROI

â¢ Creating a culture of learning and Execution

Human Resources plan was executed in line with the target set at the beginning of the year.

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the FY 2024-25, no proceeding has been initiated under Insolvency and Bankruptcy Code as there was no default in payment of debt. Further, the Company has also not initiated any proceedings against the defaulting entities.

46. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) Internal Financial Controls have been laid down to be by the Company and that such internal Financial Controls are adequate and were operating effectively.

47. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank Customers, Members, Suppliers, Bankers, Business Partners/Associates, Central and State Governments for their consistent support and cooperation extended to the Company. We also acknowledge the significant contribution made by the employees by their dedication and hard work and trust reposed on us. We look forward to have the same support in our endeavor to help the Company to grow faster.

Mar 31, 2024

Your Directors are pleased to present before you the 20^th Boards'' Report for the Company, for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

The financial highlights (standalone) of the Company for the year ended March 31, 2024 are presented below:-

Particulars	March 31, 2024	March 31, 2023
Revenue from operations	4,037.48	4,333.73
Other income	705.54	71.13
Gross Income	4,743.02	4,404.86
Expenses	4,728.87	4,225.77
Profit/ (Loss) before Tax	14.15	179.10
Less: Current Tax	3.56	45.08
Less: Deferred tax	0.46	-27.72
Net Profit for the year	10.12	161.74

2. FINANCIAL HIGHLIGHTS

The key highlights of the Company''s performance based on the Standalone accounts as on March

31, 2024 are reflected as under:

â¢ Net Worth: During the FY under review, the Net Worth of the Company stood at INR 51.98 crore as compared to INR 51.88 crore for the previous FY, an increase of 0.20%.

â¢ Book Value of Shares: The Book Value of equity shares stood at INR 19.73 as compared to INR 19.63 for the previous FY.

â¢ Current Ratio: As on March 31, 2024 the Current Ratio was 2.91 as compared to 2.85 as of March 31, 2023.

â¢ Debt: Total debt of the Company was INR 14.74 crore in FY 2023-24 as companied to INR 9.88 crore in FY 2022-23, increased of INR 4.86 crore.

â¢ Debtors Turnover Ratio: During the FY under review, the Debtors Turnover Ratio was 2.47 as compared to 2.52 in the previous fiscal.

â¢ Inventory Turnover Ratio: During the FY under review, the Inventory Turnover Ratio was 1.28 as compared to 1.51 in FY 2021-22.

â¢ Net Profit Margin (%): The Net Profit Margin for FY 2023-24 was 0.25% as compared to FY 2022-23 at 3.73%.

3. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY

During the year under review, the profit stood at INR 10.12 lakh as against of INR 161.74 lakh in the previous year.

Your company continued to focus on new client acquisition along with deepening the existing ones.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in business activity during the year.

5. SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year, the Authorized Share Capital was INR 28 crore and Paid-up Equity Share Capital was INR 26.34 crore of the Company. There was no change in capital.

A) Issue of equity shares with differential rights

Your Company had not issued equity shares with differential rights as required to be disclosed in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

B) Issue of sweat equity shares

Your Company had not issued sweat equity shares as require to be disclosed under rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

C) Issue of employee stock

Your Company had not issued employee stock option as required to be disclosed under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

D) Private Placement/Preferential Allotment/Right Issue of Shares

Your Company had not issued shares on Private Placement of Preferential allotment basis or right issue.

E) Bonus Issue

Your Company had not issued shares as bonus shares.

6. DIVIDEND

Your Directors have not recommended Dividend for the year.

7. TRANSFER TO RESERVES

The Directors has not transferred amount to General Reserves during the financial year ending March 31, 2024.

8. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Act, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), as amended from time to time, the company is not required to transfer the unpaid and unclaimed dividend pertaining to the FY 2016-17, as there was no dividend declared during the FY 2016-17.

9. ACCOUNTING STANDARD AND FINANCIAL STATEMENTS

The Financial Statements of the Company are prepared in accordance with Accounting Standards, issued by the Institute of Chartered Accountants of India, which forms part of this Annual report.

10. CONSOLIDATED FINANCIAL STATEMENT

As required under Section 129 of the Act and LODR Regulations, a consolidated financial statements for the year ended March 31, 2023 are attached.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Directors

The Composition of the Board as on this report date is as follows:

Name of the Director	DIN	Designation	Category	Date of Appointment
Mr. Nishant Mahimtura	02000572	Wholetime Director	Promoter Executive	10/11/2004
Mr. Ashish Dubey	07604537	Independent Director	Non-Executive Independent	18/06/2020
Mrs. Reshma Ganji	07576582	Managing Director	Promoter Executive	26/07/2016
Mr. Riyaz Ganji	02236203	Joint Managing Director	Promoter Executive	10/11/2004
Mr. Rishi Sharma	09453515	Independent Director	Non-Executive Independent	31/12/2021
Mrs. Kalpana Kumari	08659377	Independent Director	Non-Executive Independent	28/12/2022

The disclosures pertaining to the Equity Shares held and the Remuneration received by the Directors and Key Managerial Personnel''s during the Financial Year 2023-24 are disclosed in MGT-7 at link www.libasdesignsltd.com

Changes in the Board

1. Mr. Pooja Hindia resigned from the post of Independent Director with effect from February 13, 2024.

2. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and Companies Articles of Association Mr. Riyaz Ganji is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, to offer himself for re-appointment by stating his willingness to be re-appointed at this Annual General Meeting.

Key Managerial Personnel

1. Mrs. Nita Mishra resigned from the post of Company Secretary & Compliance Officer of the Company with effect from January 31, 2024.

2. Mrs. Pooja Hindia was appointed as Company Secretary & Compliance Officer of the Company with effect from February 14, 2024.

12. Listing Fee

The Company has paid the applicable listing fee to the National Stock Exchange of India Limited for the Financial Year 2024-25.

13. AUDITORS

i. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/ s. SARK & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2023-24, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in form MR-3 (Annexure III) is presented separately and forms part of this report.

ii. Statutory Auditors

M/s Choudhary Choudhary & Co., Chartered Accountants (FRN.: 002910C) continues as Statutory Auditor from FY 2023-24 onwards till completion of five.

The Auditor''s Report to the shareholders on standalone and consolidated financials for the year ended March 31, 2024 is presented separately and forms part of this report and has certain qualification, observation or adverse comments. During the year under review, the Auditors of the Company have not reported any fraud under Section 143(12) of the

Companies Act, 2013. The Notes to Accounts referred to in the Auditor''s report are selfexplanatory and do not require any further comments.

iii. Internal Auditor

M/s Sabadra & Associates, Chartered Accountants continues as Internal Auditor of the Company during the year.

14. REPLY TO THE COMMENTS IN THE AUDITORS'' REPORT AND SECRETARIAL AUDITOR''S REPORT Auditors'' Report

Sl.

No.

Qualification

Management''s Reply

The process of inventory management adopted by the company is not satisfactory and does not facilitate identification of old or obsolete stock. The company is holding very old stocks, we are unable to verify the ageing of stocks due to lack of relevant data, however these stocks are over 3-4 years old which we believe may not be saleable. Total value of such stock of Garment and Fabric, not written off in our estimation is Rs 1014.84 Lakhs, stocks to this extent is overstated in the balance sheet and Profits to this extent is overstated in the books.

The Stock kept in Boxes at warehouse and management verified the stock once in a year as per their policy. The stock lying at store were reconciled with the opening stock, transferred to respective store during the year and stock sold during the year. Due to heavy stocks it is impractical to verify each item every year. the same is excercised every third year any any differences in stock at store will be recovered from Store Manager. Hence annual verification is not carried out by the Management. Further management has decided to start renting the dresses for various movies and TV serials hence old stock / refurbished stock will be utilised to generate rental income. once the above project implemented the old Stock will be moved to Tangible assets head. In our opinion and according to our experience of last 20 years we will be able to generate good amount of income out of the above old stock.

Loan agreements for Short Term Loans and Advances given to various parties for a total amount of Rs 1509.38 lakhs were not provided. Out of these loans given, certain parties'' amounting Rs, 483.06 lakhs, balances have not changed and there has been no receipts from these parties in last 2 financial years. In the absence of any agreement and balance confirmations from these parties and in view

The Amount advanced to contractor for manufacturing of ethenical garments for Company during 2020- 21. Due to COVID, Company faces cancellation of various order by the customers and in turn we were unable to take the delivery from the contractor, we are closely monitoring the advances and got assurance from the contractors/Supplier

	of no receipts from these parties in past 2 years, we are of the opinion that loans and advances aggregating Rs 483.06 lakhs may not be recoverable by the company.	that they will adjust the amount against future work contract. Management do not see any default in refund of advance given to contractor.
3	Management has written off Rs. 15.88 lakhs of receivables during the current financial year. Out of the remaining debtors, debtors amounting to Rs 149.14 lakhs has nil recoveries or any movement in last over 2 financial years. In our opinion, recoverability of these receivables appears. doubtful. Profit to this extent is overstated in the books.	The old outstanding includes certain debtors of closed branches and part business of Ethnicity and disputed receivables were written off by the management. The other receivables are confirmed and fully recoverable within six months from the date of signing of this report.
4	Management has written off Sundry Creditors amounting to Rs. 701.04 lakhs in the current financial year as those amounts were pending for over 3 years. Management has decided that these amounts are not payable and the board has decided to write off these payables. For the remaining creditors amounting to Rs 384.18 lakhs, contact details and address of parties are not provided for independent Balance confirmations by us. We are unable to establish these liabilities in the absence of relevant documents and confirmations.	The Creditors who closed their business after COVID period and not following for payments were W/off by the management after completion of 3. years from the date of purchases. in accordance of limitation Act and after consultation with Legal department. The Balance creditors are actual and payable by the Company. Company is utilysing the funds for working capital management and to reduced the Cash credit limits during last three years.
5	Internal Control Processes are not commensurate with the size of the business.	Company is following checker and maker system at all level of operation. The annual stock verification at store is the only reason reported by the Auditor for Internal Control. Management is ensuring the stakeholders that they will try to modify the same in accordance with the Statutory Audit requirements.
6	GST Annual Return 9 and 9C FY 2022-23 is not filed till date of this report.	GST Audit under 9 and 9C is under preparation with CA and will be completed within 15days and copy of the same will be forwarded to Auditor for removal of this qualification.
7	We draw attention to the note no. ''f of the standalone financial results wherein the undisputed income tax liability of Rs.2.91 Lakhs for FY 2017-18 are unpaid as on date of this report.	The above outstanding is offered to adjust against old refunds receivable by the Company. Although the amount is not substantial to impact the financials of the Company, company will pay the same and get the qualification cleared.
8	We draw attention to the note no. ''e'' of the standalone financial results wherein the	Undisputed Tax liability of 2022-23 was excess recorded in last year but since it

	undisputed tax liability in relation to TDS on purchase for the F.Y. 2022-23 unpaid as on date amounting to Rs 1.32 Lakhs.	was reported in financial statement hence we were not allowed to reverse the same. We will pay in favour of our contractor and get the refund from them hence it has no impact on the financial statement.
9.	We draw attention to the note no. ''g'' to j of the standalone financial results wherein the undisputed tax liability in relation to below items. are unpaid as on date of this report and overdue for more than 6 months as on 31st March 2024, o g. Professional Tax for Rs 2.78 lakhs o h. TCS collected from parties for Rs. 1.50 lakh. i. GST liability for Rs. 2.79 lakh. J. TDS on sales for Rs. 0.82 lakh	The undisputed TDS and other liability pertaining to FY 2023-24 will be cleared by the time we will file our return for the FY 2023-24. These are regularly paid by the company within the stipulated time limit specified under Income tax act. We ensure Auditor that company will comply all the shortcoming noticed by them in next quarterly review report.

Secretarial Audit Report

Sl. No.	Qualification	Management''s Reply
1.	The company was required to submit annual audited financial results for the year ended March 31, 2023 on or before May 30, 2023. However, the company submitted the same on June 5, 2023. It was delayed by 5 days.	As auditor of the company was not available on May 30, 2023 and could not sign the financial statements of the Company. Hence, the board meeting was postponed to June 5, 2023.
2.	There was delay in payment of Annual Listing fees with NSE for FY 2023-24.	Due to certain problems with netbanking, the company could not pay the Annual Listing fees within statutory timeline.
3.	Mrs. Resham Ganji, Managing Director and Promoter of the Company has filed case against other Directors and KMP of the company under section 241 of the Companies Act, 2013, Oppression and Mismanagement with the NCLT, Mumbai bench.	The case is with NCLT, Mumbai Bench and will updated to NSE as and when required.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act,

2013, your Directors confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) Internal Financial Controls have been laid down to be by the Company and that such internal Financial Controls are adequate and were operating effectively.

16. DECLARATION BY INDEPENDENT DIRECTORS

17. BOARD AND COMMITTEE MEETINGS

18. PERFORMANCE EVALUATION

out by the entire Board, excluding the Director being evaluated. Independent Directors fulfill the criteria of independence and they are independent of management. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

It was observed that Mrs. Reshma Ganji, Managing Director of the Company is not attending office and not engaging herself in business affairs of the Company.

19. PUBLIC DEPOSITS

20. CORPORATE GOVERNANCE

As required by Regulation 24 of the SEBI (LODR) Regulation, 2015 a detailed Corporate Governance Report is given separately which forms part of this Annual Report.

There is a dispute going on between Mrs. Reshma Ganji, Managing Director and Mr. Nishant Mahimtura, Wholetime Director/Mr. Riyaz Ganji, Joint Managing Director.

21. ANNUAL RETURN

In accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available at www.riyazgangjilibasconsumerproductltd.com

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, the Company remain invested in its wholly owned subsidiary Libas Designs FZE LLC, in the UAE. The details have been mentioned in the financial statement with respect to the same.

23. RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangement with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as (Annexure I) to the Board Report.

24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

25. SUBSIDIARY, ASSOCIATES OR JOINT VENTURE

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as part of the consolidated financial statement. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. This includes highlights of performance of Wholly Owned Subsidiary viz. ''Libas Designs FZE LLC'' of the Company.

During the year under review, no company has ceased to be subsidiary/joint venture or associate of the Company during FY21.

26. NOMINATION AND REMUNERATION POLICY

The Policy is also available on company''s website: www.libasdesignsltd.com

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

In accordance with the Listing regulations, the Management Discussion and Analysis report which forms part of the annual Report.

28. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONS DURING THE YEAR UNDER REVIEW

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company and its operations during the year under review.

30. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The registered office of the company was shifted within Mumbai on May 9, 2024. Apart from this, there are no material changes & commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, REDRESSAL) ACT, 2011

No. of complaints filed during the financial year: NIL

No. of complaints disposed of during the financial year: Nil

No. of complaints pending as on end of the financial year: Nil

32. COMMITTEES OF BOARD

Currently, the board has three committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholder Relationship Committee,

A detailed note on board composition and its committees is provided in the Corporate Governance report (Annexure-III).

33. RISK MANAGEMENT POLICY

34. CODE OF CONDUCTAND PREVENTION OF INSIDER TRADING

33. INVESTORS'' RELATION AND GRIEVANCES

During the Year under review, the Company has not received any Complaint/ Grievance from the Investors of the Company. The Company has a dedicated e-mail address [email protected] for communication with the Investors. Further, a section for Investors, with details of the Annual Reports, Financial Statements, Communications to Stock Exchanges and other necessary information is available on the website of the Company on www.libasdesignsltd.com. The Company is registered on the website of SEBI Complaint Redressal System (SCORES).

34. PARTICULARS OF EMPLOYEES

35. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The company has no activity involving conservation of energy or technology absorption.

b. There is no foreign exchange earnings and outgo.

36. CORPORATE SOCIAL RESPONSIBILITY

Since Section 135 of Companies Act'' 2013 and Rules made there under is not applicable, hence no meeting were conducted during the year.

37. HUMAN RESOURCES MANAGEMENT

Your Company recognizes that people play a key role in gaining competitive advantage in our industry. Your Company is focused on creating the right working environment for our people to excel.

Your Company will continue to work towards improving all aspects of our people practices to be counted among the Great Places to Work.

The key pillars of success at Libas Consumer Products Limited from a Human Capital perspective are:

â¢ Ensuring we have the right people in every role

â¢ Driving scalable processes to enhance ROI

â¢ Creating a culture of learning and Execution

Human Resources plan was executed in line with the target set at the beginning of the year.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

39. ACKNOWLEDGEMENTS

For and On Behalf of the Board of Libas Consumer Products Limited

Riyaz Ganji Nishant Mahimtura

Joint Managing Director Wholetime Director

DIN: 02236203 DIN: 02000572

Mumbai Mumbai

August 14, 2024 August 14, 2024

Mar 31, 2018

The Directors are pleased to present before you the Board Report for the Company, for the financial year ended 31^st March, 2018.

1. FINANCIAL PERFORMANCE

The financial highlights of the Company for the year ended March 31, 2018 are presented below:-

Particulars	For the year ended 31.03.2018 (Rs.)	For the year ended 31.03.2017 (Rs.)
Revenue from operations	44,08,06,877	24,09,96,237
Other income	73,61,386	15,50,202
Gross Income	44,81,68,263	24,25,46,439
Expenses	40,74,23,679	22,63,85,001
Profit/(Loss) before Tax	4,07,44,584	1,61,61,438
Less: Current Tax	1,15,00,000	57,78,075.00
Less: Deferred tax	1,33,778	-
Net Profit for the year	2,91,10,806	1,03,83,363

2. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY

During the year under review the Profit before taxation stood at Rs. 40,744,584/- as against Rs. 1,61,61,438/-in the previous year and Profit available for appropriation after providing for taxation stands at Rs. 29,110,806/- as against Rs. 10,383,363/- in the previous period.

Your company continued to focus on new client acquisition along with deepening the existing ones.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors are optimistic about company''s business and hopeful of better performance with increased revenue in coming year. There was no change in the nature of business of Company. During the year under review, Company has opened shops in Pune and New Delhi respectively, a new showroom opened in Lucknow, Uttar pradesh and a mega store opened at Ghatkopar, Mumbai.

The Company also awarded with India''s No-1 Ethnic Fashion Brand and Asia''s Most Trusted Brand Award, 2017. The Company and its Board is striving its best in order to maintain its growth and business in the coming years''.

4. SHARE CAPITAL STRUCTURE OF THE COMPANY

The Paid up Equity share capital of the company as on 31st March, 2018 is 7,50,00,000/-.

Share Capital

A) Issue of equity shares with differential rights

Your Company had not issued equity shares with differential rights as required to be disclosed in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

B) Issue of sweat equity shares

Your Company had not issued sweat equity shares as require to be disclosed under rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

C) Issue of employee stock

Your Company had not issued employee stock option as required to be disclosed under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

5. DIVIDEND

Your Directors have considered it financially prudent in the long-term interests of the Company to not declare dividend for current year.

6. TRANSFER TO RESERVES

The Company transferred Rs. 2,91,10,806/- to Reserves and Surplus account during the financial year ending 31st March 2018.

7. ACCOUNTING STANDARD AND FINANCIAL STATEMENTS

The Financial Statements of the Company are prepared in accordance with Accounting Standards, issued by the Institute of Chartered Accountants of India, which forms part of this Annual report.

8. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for the adoption of Indian Accounting Standards (Ind AS), converged with the International Financial Reporting Standards (IFRS) vide its notification dated February 16, 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015, for the application of IND AS. Accordingly, your Company has adopted Ind AS with effect from 1st April, 2018.

Your Company believes in highest standards of Corporate Governance and recognizes that Financial Statements are an important source of information to the Shareholders and other Stakeholders.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the Year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Company.

The Composition of the Board& Key Managerial Personnel is as follows:

Name of the Director	DIN No. / PAN No.	Date of Appointment	Date of Cessation	Designation
NISHANT MITRASEN MAHIMTURA	02000572	10/11/2004	N.A.	Director & CFO (Chairman)
RIYAZ EQBAL GANJI	02236203	10/11/2004	N.A.	Whole Time Director
RESHMA RIYAZ GANJI	07576582	26/07/2016	N.A.	Managing Director
ANAND DEVIDAS TAGGARSI	06959365	21/09/2016	N.A.	Independent Director

VIVEK

PADMANABH

KAMATH

07239860

21/09/2016

N.A.

Independent

Director

REEMA DEEPAK VARDE

07604537

21/09/2016

N.A.

Independent

Director

GOVIND RAO

BIHPR7895E

21/09/2016

N.A.

Company Secretary & Compliance Officer

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and Companies Articles of Association Mr. Riyaz Ganji and Mr. Nishant Mitrasen Mahimtura is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, to offer themselves for reappointment by stating their willingness to be re-appointed at this Annual General Meeting.

The complete details and disclosures pertaining to the qualification, experience, education and other details as required under the Companies Act, 2013, Secretarial Standards-2 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 are annexed to the Notice to the Annual General Meeting for the Directors seeking appointment/reappointment.

The disclosures pertaining to the Equity Shares held and the Remuneration received by the Directors and Key Managerial Personnel''s during the Financial Year 2017-18 are disclosed in (MGT-9 as ANNEXURE-III) which forms a part of this Report.

10. Listing Fee

Your Company made it landmark move by entering into the NSE emerge platform on 09^thJanuary, 2017. The share of the Company has been listed on NSE-Emerge, the Emerge Platform of the National Stock Exchange of India Limited, by way of public issue of equity shares.

Accordingly, post listing the Annual Reports has been prepared in accordance with all the applicable provisions and disclosure required of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 as applicable to SME listed entity.

The Company has paid the applicable listing fee to the Stock Exchange (NSE-Emerge, the SME Platform of the National Stock Exchange of India Limited).

11. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. D. A. Kamat & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2017-2018, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report in form MR-3 (Annexure II) is presented separately and forms part of this report.

Further in respect of the comments / observation made by secretarial Auditor, The Board of Directors have taken note of the some and are undertaking necessary steps to ensure due compliance of the provision of companies Act, 2013, and other specially applicable laws therein

12. Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the rules framed there under M/s. Jain Jagawat Kamdar & Co., Chartered Accountants, Mumbai (Firm Registration No. 122530W) appointed as the statutory Auditor of the Company from the 13^thAnnual General meeting held on 28^th September 2017 to the Annual General Meeting to be held in the year 2022.

The Statutory Audit Report (Annexure VII) is presented separately and forms part of this report.

13. Auditorâs Report

The Notes to Accounts referred to in the Auditor''s report are self-explanatory and do not require any further comments.

14. Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under M/s. V. A. Mishra & Associates, Chartered Accountant (Registration No. 106435W) appointed as an Internal Auditor of the Company for the Financial Year 2017-18.

15. Reply to the comments in the Auditorsâ Report and Secretarial Auditorâs Report

There is no Qualification, Reservation or Adverse remark in the Statutory Audit Report and Secretarial Auditor''s Report for the Financial Year 2017-18.

16. Directors Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) Internal Financial Controls have been laid down to be by the Company and that such internal Financial Controls are adequate and were operating effectively;

17. Declaration by Independent directors:

The board has received the declaration from all the Independent directors as per the Section 149(7) of the Companies Act, 2013 and the board is satisfied that all the Independent directors meet the criteria of independence as mentioned in section 149(6) of the Companies Act, 2013.

18. Board and Committee meetings:

The Board of Directors meets at regular intervals to discuss the business and compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in the Corporate Governance Report (Annexure V) attached which form part of this Board''s Report.

19. Performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, during the year under review, the Board has carried out an annual performance evaluation of its own performance, and that of its Committees and individual directors. Manner in which such formal annual evaluation was made by the Board is given below:

Directors were approved by the Board at its meeting Based on the said criteria, rating sheets were filled by each of the directors towards the end of the year with regard to evaluation of performance of the Board, its Committees and Directors (except for the director being evaluated) for the year under review. A consolidated summary of the ratings given by each of the directors was then prepared, based on which a report of performance valuation was prepared by the Chairman in respect of the performance of the Board, its Committees and Directors during the year under review. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and Board at their meetings held on 30^th August, 2017.

20. Public Deposits

21. Corporate Governance

As required by Regulation 24 of the SEBI (LODR) Regulation, 2015 a detailed Corporate Governance Report is given separately which forms part of this Annual Report.

22. Extract of Annual Return

The details forming part of the extract of the annual return in the form MGT-9 is annexed to this report as (Annexure-II).

23. Particulars of loans, guarantees or investments under Section 186 of the Act

During the year under review, the Company has not given any loans, made any investments or given guarantees on any loans, which fall within the purview of the provisions of Section 186 of the Companies Act, 2013 and hence, there are no disclosures required to be made thereof.

24. Related party transactions

All related party transactions (RPTs), which were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and were also material RPTs under regulation 23 of the SEBI Listing Regulations, 2015.

During the year under review as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before Audit Committee for approval. A statement showing the disclosure of transactions with related parties as required under is set out separately in this Annual Report.

Particulars of contracts or arrangement with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2, is appended as (Annexure I) to the Board Report.

There were no materials transactions entered into with related parties, during the year under review, which may have had any potential conflict with the interests of the Company. As per provisions of the regulation 23 of the SEBI Listing Regulations, 2015, the company is exempt to formulate a Policy on materiality of RPTs and also on dealing with related party transactions.

25. Whistle Blower Policy/ Vigil Mechanism

The company has framed a Whistle Blower Policy/ Vigil Mechanism providing a mechanism under which an employee/ director of the company may report violation of personnel policies of the company, unethical behavior, suspected or actual fraud, violation of code of conduct. The vigil Mechanism ensures standard of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Company''s website: www.libasfashion.com.

26. Subsidiary, Associates or Joint Venture

The company does not have any Subsidiary, Associate Company or Joint Ventures at the end of the financial year 2017-18.

27. Nomination and Remuneration Policy

The Nomination and Remuneration Policy is attached herewith as (Annexure-IV) is available on company''s website: www.libasfashion.com.

28. Management Discussion and Analysis Report (MDAR)

In accordance with the Listing regulations, the Management Discussion and Analysis report which forms part of the annual report is attached herewith as (Annexure-VI ) to this report.

29. Internal Financial Control and Its Adequacy

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the timely preparation of reliable financial disclosures.

30. Details of significant and material orders passed by the regulators or Courts or Tribunals impacting the Going Concern Status of the Company and its operations during the year under review

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company and its operations during the year under review.

31. Material Changes & Commitments, If Any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report.

There are no material changes & commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

32. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition, Redressal) Act, 2011

There were no complaints received by the Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2011 during the year under review.

33. Committees of Board

Currently, the board has five committees: The Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Investment Committee and Executive Committee. A detailed note on board composition and its committees is provided in the Corporate Governance report.(Annexure-V).

34. Risk Management Policy

The Board of Directors has reviewed the Risk Assessment and Minimization Procedures as per Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, in Board Meeting of every Quarter for the Financial Year 2016-17. There are no material risks, which in the opinion of the Management affect the continuity and existence of the business.

35. Code of Conduct and Prevention of Insider Trading.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Board of Director has adopted the insider trading policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The insider trading policy of the company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the company, as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the ethical standards of dealing in company securities.

36. Investorsâ Relation and Grievances

During the Year under review, the Company has not received any Complaint/Grievance from the Investors of the Company. The Company has a dedicated e-mail address [email protected] communication with the Investors. Further, a section for Investors, with details of the Annual Reports, Financial Statements, Communications to Stock Exchanges and other necessary information is available on the website of the Company on www.libasfashion.comFurther, the Company is registered on the website of SEBI Complaint Redressal System (SCORES).

37. Particulars of Employees

There are no Employees drawing Remuneration of Rs. 8,50,000 (Rupees Eight Lakhs Fifty Thousand) per month or Rs.1,02,00,000/- (Rupees One Crore Two Lakhs) and above per annum during the Year under review. The details of the Remuneration drawn by the Whole Time Executive Directors and Managing Director and Independent Directors are stated in the Corporate Governance Report (Annexure-V), other information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Details pertaining to Remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as part of this Report.

38. Conservation of Energy, Technical Absorption and Foreign Exchange Earning and Outgo.

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The company has no activity involving conservation of energy or technology absorption.

b. There is no foreign exchange earnings and outgo.

39. Corporate Social Responsibility

Since Section 135 of Companies Act'' 2013 and Rules made there under is not applicable, hence no meeting were conducted during the year.

40. Acknowledgements

The Board of Directors places on record its gratitude to the government and regulatory authorities for their support and guidance. The Board acknowledges the support of Shareholders and also places on record its sincere thanks to its valued clients and partners for their continued patronage. The Board also expresses its deep sense of appreciation to all employees and officers for their excellent performance, professionalism, team work, commitment and initiative, which has led to the company making commendable progress in a challenging business environment.

For and On Behalf of the Board

sd/- sd/-

RESHMA RIYAZ GANJI NISHANT MITRASEN MAHIMTURA

Managing Director Director & CFO

DIN: 07576582 DIN: 02000572

Place: Mumbai Place: Mumbai

Date: 06/09/2018 Date: 06/09/2018

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article