Directors Report of Lorenzini Apparels Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 18^th (Eighteen) Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year 2024-25. The financial highlights are as follows: -

We are pleased to present Company''s 18^th Annual Report along with the Annual Financial Statements detailing the business performance and operations of our company. This report also includes a summary of our financial statements for the financial year ending March 31, 2025.

Company is committed to setting new benchmarks in corporate transparency and accountability. This comprehensive report is a testament to our dedication to providing a holistic view of our performance, strategy, and impact. Our robust corporate governance framework reflects our dedication to ethical leadership, compliance, and stakeholder trust.

We present the financial statements for the year, providing a transparent and precise assessment of our financial position, operational results, cash flows, and changes in equity. These statements have been prepared in strict accordance with applicable accounting standards, ensuring accuracy and reliability.

	FINANCIAL RESULTS:
The Company''s financial performance for the financial year ended March 31, 2024 is summarized below:
			(Amount in Lakhs)
	Particular	2024-2025	2023-2024
	Revenue from operations	6,342.04	5475.92
	Other Revenue	342.26	187.07
	Total Income	6,684.29	5662.99
	Total Expenses	5,908.92	4,938.93
	Profit Before Tax	775.38	724.06
	Less: Income Tax -Current Year	(247.03)	(195.76)
	Deferred Tax	40.80	Â¦* ^T 5.37
	Previous Year	14.49	(4.01)
	Profit/(Loss) after tax	583.64	529.66
	Basic EPS	0.34	0.34
	Diluted EPS	0.34	0.32

During the financial year under review, the Company recorded a turnover of ^ 6,342.04 lakhs against ^ 5475.92 lakhs in the previous year and the Company has incurred profit of ^ 583.64 lakhs as compared to profit of ^ 529.66 lakhs in previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

During the year the Company has performed modestly but despite of challenging economic conditions and other related factors, we are able to maintain profits and steady revenue in the Company. The Directors are relentlessly striving for betterment of the business and growth of the Company. They are optimistic about the future and expect the business to perform well in the forthcoming year.

LORENZINI APPARELS LIMITED was incorporated in the year 2007 under the Companies Act 1956. Our Company is engaged in Manufacturing, Designing and Marketing ready - made garments offering a diverse range of formal, SemiFormal and casual wear for Women.

The Company serves its customers through the channels of retail business and E-commerce. It also outsources the garments manufacturing on job work basis from third party contractors from time to time and provides the technical specification such as designs, pattern, quality fabrics etc. to them who based on company specifications, procure the requisite raw material at their own costs and begin the manufacturing process. The Products are sold under the brand name "MONETIL" through the exclusive stores /outlets in India.

There have been no changes in the nature of business of the Company during the Financial Year.

Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2025. Since the Board have considered it financially prudent in the long-terms interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial Year 2024-25.

Authorized Share Capital

As on 31st March 2025, the Authorized Share Capital of the Company stands at ^17,30,00,000 (Rupees Seventeen Crore Thirty Lakhs only), divided into 17,30,00,000 (Seventeen Crore Thirty Lakh) Equity Shares of ^1/- (Rupee One) each.

There has been no change in the Authorized Share Capital of the Company during the financial year.

Paid up Share Capital

As on 31st March 2025, the paid-up Share Capital of the Company stands at ^ 17,27,36,551 (Rupees Seventeen Twenty-Seven Lakh Thirty-Six Thousand Five Hundred Fifty-One only) divided into Equity Shares of ^1/- (Rupee One) each.

During the financial year 2024-25, the Company increased its paid-up Capital from ^ 15,66,89,001 (Rupees Fifteen crore Sixty-Six Lakh Eighty-Nine Thousand One only), Equity Shares of ^1/- each, to ^ 17,27,36,551 (Rupees Seventeen Twenty-Seven Lakh Thirty-Six Thousand Five Hundred Fifty-One only) divided into Equity Shares of ^1/- (Rupee One).

During the financial year, the Company allotted 1,60,47,550 equity shares on the conversion of convertible warrants into equity shares.

Your Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report, except for the Promoter Reclassification.

The Company received a request letter from Ms. Deepika Jain seeking reclassification from the ''Promoter'' category to the ''Public'' shareholder category.

This request was duly considered and has been approved by the Shareholders of the Company, BSE Limited, and the National Stock Exchange of India Limited (NSE).

Details of loans, guarantees, and investments made under Section 186 of the Companies Act, 2013, are provided in the notes to the Financial Statements. These disclosures include comprehensive information on the nature, terms, conditions, and any related party transactions associated with these financial activities.

These disclosures ensure that stakeholders have a clear understanding of the Company''s financial commitments. We encourage stakeholders to refer to the Financial Statements for a detailed overview, reinforcing our commitment to regulatory compliance and accountability

All contracts/arrangements/transactions entered by the Company with related parties are at arm''s length basis. The details of the related party transactions are set out in Notes to the Financial Statements of the Company and form AOC-2 pursuant to section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure- I

The Policy on dealing with related party transactions, as approved by the Board may be accessed on the Company''s website at the link https: https://monteil.in/pages/policies.

In compliance with Section 197(12) of the Companies Act, 2013, and Rules 5(1) to (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report includes detailed disclosures on managerial remuneration and employee compensation, presented in Annexure II.

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at www.monteil.in.

In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, ("SEBI Listing Regulationsâ) we invite you to review the Management Discussion & Analysis (MDA) Report included in our Annual Report.

The MDA Report offers a comprehensive overview of our operations, financial performance, and strategic direction. It covers market trends, key achievements, challenges, and future growth initiatives, providing valuable insights into our business performance and outlook.

We encourage all stakeholders to refer to the MDA Report for a detailed understanding of our company''s progress, industry positioning, and long-term vision.

The equity shares of your Company are presently listed on BSE Limited ("BSEâ) and the National Stock Exchange of India Limited ("NSEâ) and the annual listing fee for the year 2025-26 was paid within the scheduled time to BSE & NSE.

Company are committed to upholding the highest standards of corporate governance, recognizing its critical role in promoting transparency, accountability, and credibility. We strictly adhere to SEBI''s Corporate Governance norms and continuously adopt best practices across key areas, including board composition, independent directorship, board committees, risk management, internal controls, ethical conduct, and stakeholder engagement.

As part of our Annual Report, we provide a comprehensive Corporate Governance Report, in line with Regulation 34 of SEBI Listing Regulations. This report offers valuable insights into our governance structure, policies, and practices. Additionally, our auditors certify our compliance with Corporate Governance norms, reinforcing our commitment to regulatory excellence and ethical business conduct.

By maintaining strong governance standards, we strive to build trust, integrity, and long-term sustainability, ensuring that we continue to create value for our stakeholders and strengthen our relationships with them.

All Independent Directors have confirmed their independence and compliance with Section 149(6) of the Companies Act, 2013 and rules made thereunder, and relevant SEBI Listing Regulations. Additionally, no director is debarred from holding office by any SEBI order or any other regulatory authority model, corporate structure and governance framework and roles, responsibilities, and regulatory obligations.

In opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnels formulated by the Company.

The Board of Directors (the "Boardâ) of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Board''s focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholder.

Matters reserved for the Board are those affecting your Company''s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made the necessary disclosures as required under various provisions of the Companies Act.

AS ON 31 ST MARCH 2025, COMPOSITION OF BOARD DIRECTORS AS FOLLOWS:

	S. No.	Name of the Director	Designation	Date of Appointment
	1.	Mr. Sandeep Jain	Chairman & Managing Director	09/0/2007
	2.	Mr. Rajit Sehgal	Non- Executive Director	26/06/2017
	3.	Ms. Ajay	Independent Director	02/03/2023
	4.	Mt. Yogesh Kumar	Independent Director	16/03/2020
	5.	Ms. Sapna Khanna	Independent Director	25/12/2024
	6.	Ms. Supreet Kaur Rekhi	Non- Executive Director	01/12/2023

CHANGES IN DIRECTORS DURING THE FINANCIAL YEAR 2024-25.

The tenure of Mr. Mohan Chauhan as an Independent Director concluded on December 1, 2024. Subsequently, Mrs. Sapna Khanna was appointed as an Independent Director with effect from December 25, 2024, through a postal ballot process."

Subsequently, Mr. Yogesh Kumar (DIN: 08722626) upon the recommendation of the Nomination and Remuneration Committee, re-appointed as Independent Director of the Company in capacity of Non-Executive Director for the second term of five years commencing from February 13, 2025 to February 12, 2030.

AS ON THE 31ST MARCH 2025, KEY MANAGERIAL PERSON OF THE COMPANY


S. No	Name of the Director	DIN	Designation
1	Mr. Sandeep Jain	02365790	Managing Director & Chief Financial Officer
2	Ankush Mittal	COKPM8407B	Company Secretary

CHANGES IN KEY MANAGERIAL PERSON DURING THE FINANCIAL YEAR 2024-25.

Mr. CS Nitin Bhardwaj has resigned from the post of Company Secretary & Compliance Officer of the Company with effect from April 15, 2024, The Board places on record its appreciation for his contributions during his tenure.

Subsequently, Mr. Ankush Mittal has been appointed as the Company Secretary & Compliance Officer of the Company with effect from May 08, 2024.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Mr Rajit Shegal, Non-Executive Director (DIN:05281112) retiring by rotation, is eligible for re-appointment. All relevant details, as required under Regulation 36(3) of the Listing Regulations and applicable Secretarial Standards (SS-2), have been provided in the Notice of the Annual General Meeting (AGM). Information regarding his qualifications, expertise, experience, and other key aspects has been included to enable shareholders to make an informed decision.

BOARD MEETINGS

The Board of Directors follows a structured and strategic approach to conducting meetings, ensuring timely decisionmaking and effective governance. During the financial year ending March 31, 2025, the Board held 15 (Fifteen) times meetings, where directors reviewed and discussed the Company''s strategic direction, operational progress, and financial performance. Details of these meetings, including dates and key agenda items, are available in the Corporate Governance Report.

The meetings were conducted in full compliance with the Companies Act, 2013, and SEBI Listing Regulations, ensuring that governance standards were upheld.

As per Schedule IV of the Act, Secretarial Standards-1 (''SS-1'') read with the Guidance Note on SS-1 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2025, one meeting of Independent Directors of the Company was duly held on February 03, 2025 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws.

a) Audit Committee;

b) Nomination and Remuneration Committee; and

c) Stakeholders'' Relationship Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Boardâ of "Corporate Governance Reportâ of this Annual Report.

In line with the Companies Act, 2013, SEBI Guidance Note on Board Evaluation, and SEBI Listing Regulations, the Board conducted its annual evaluation during its meeting on February 13, 2025. Additionally, a separate meeting of Independent Directors was held on February 03, 2025 to evaluate the performance of Non-Independent Directors, the Board as a whole, and its committees.

To enhance efficiency and ensure secure data management, we conducted the evaluation process using an electronic application, reducing paper usage and streamlining responses. The evaluation framework was based on the SEBI Guidance Note on Board Evaluation, focusing on key parameters such as committee structure, effectiveness of meetings, strategic oversight, and governance practices.

The Board''s evaluation covered critical areas such as roles and responsibilities, competencies, strategic direction, risk management, diversity, and industry relevance. A comprehensive questionnaire was circulated to assess Directors'' knowledge, independence, involvement in decision-making, strategic engagement, and risk awareness. The evaluation also included an assessment of the Chairman''s leadership, coordination, and facilitation skills.

The Nomination and Remuneration Committee (NRC) reviewed the performance of individual Directors based on their contributions to the Board and its committees. Additionally, the profit-based commission for Directors was determined, ensuring that remuneration aligns with individual and overall Board performance.

This structured evaluation process strengthens Board effectiveness, enhances individual contributions, and ensures fair and performance-driven remuneration, reinforcing our commitment to strong corporate governance

Pursuant to Section 177(9) and (10) of the Act, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report concern about unethical behaviour, actual or suspected fraud or violation of Company''s code of conduct and ethics.

The Whistle Blower Policy reflects the Company''s dedication to providing a secure and fearless working environment for its employees. The policy has been communicated across the organization and is readily accessible on the Company''s website at https://monteil.in/wp-content/uploads/2023/01/Policies/Whistle Blower Policy.pdf .

To enhance the effectiveness of the reporting system, the Company has successfully introduced an online platform for reporting Whistle Blower-related issues in the prescribed format.

This initiative aligns with the requirements of Schedule V of the Listing Regulations. It is important to note that no personnel have been denied access to the Audit Committee of the Company, as mandated.

STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Statutory Auditors of the Company, M/s Mittal & Associates, Chartered Accountants (Firm Registration Number: 106456W) were appointed by the members of the Company in the Annual General Meeting (AGM) held on September 20, 2023 for a second term of 5 (five) years to hold office till conclusion of the 21st AGM of the Company to be held in the year 2027.

The Report given by M/s. Mittal & Associates, Statutory Auditors on the financial statement of the Company for the year 2024-25 is part of Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

For the financial year ended March 31, 2025, the auditor has diligently examined and audited the Company''s books of accounts and has issued an Independent Auditor''s Report. It is to be noted that the auditor has not reported any frauds to the Audit & Compliance Committee or the Board under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITOR

As per provisions of Section 138 of the Companies Act, 2013, every Listed Company is required to appoint an Internal Auditor to conduct internal audit of the functions and activities of the company. The Board of Directors, based on the recommendation of the Audit & Compliance Committee, had approved the appointment of Sharp & Tannan Associates, Chartered Accountants, and M/s KMRG & Associates, Chartered Accountants, Chartered Accountants, as the Internal Auditors of the Company for the financial year ended on March 31, 2025 to conduct the internal audit of the activities of the Company

Findings and reports of Internal Auditors are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

SECRETARIAL AUDITORS

As per Section 204 of the Companies Act, 2013, every listed company is required to conduct a Secretarial Audit and attach a Secretarial Audit Report to its Board''s Report, issued by a Company Secretary in practice, in the prescribed format.

Company have adopted a proactive and ongoing secretarial audit practice throughout the financial year. Secretarial Audit Reports were regularly placed before the Audit Committee and the Board, enabling early detection of compliance gaps and ensuring continuous improvement in governance and reporting standards. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed as Annexure-III to the Board''s Report as part of the Annual Report.

Also, as per Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from our M/s. Anuj Gupta & Associates (Peer Review Number: 1126/2021) Practicing Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2025.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

Conservation of energy: Not applicable Technology absorption: Not applicable

Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year.

The Board of Directors affirms that during the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

Your Company is deeply committed to inclusive growth and has been actively engaged in holistic community development since its inception Our CSR activities are guided by a comprehensive CSR Policy, ensuring a structured and impactful approach. The policy details can be accessed on our website with the link available a https://monteil.in/pages/policies.

Your company is required to allocate eligible funds to CSR activities for the financial year 2024-25. The Company is making arrangements to spend the funds as per the Act and rules made thereunder. A detailed report on CSR activities is annexed as to Annexure IV this report.

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by Management in concurrence with the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

a) In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Your 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 as at March 31, 2025 and of the Profit of the Company for the year ended on that date;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) Your directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly. Further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

The Board has developed appropriate framework and processes for identifying, assessing, and mitigating risk associated with the Company and developed procedures for reviewing management''s action on implementation of the same. Major risks which in the opinion of the Board may threaten the existence of the Company are identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis, safeguarding the Company against those risks. The details of the same are set out in Management Discussion and Analysis Report.

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company''s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one''s conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

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.

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace.We would like to confirm that no complaints related to sexual harassment were reported during the year, reflecting the effectiveness of our policies, awareness initiatives, and commitment to maintaining a safe and dignified work environment for all employees

Your Directors would like to confirm that there is no instances during FY 2024-25, when the recommendations of any Committees were not accepted by the Board. Further, no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by

employees or by trustees for the benefit of employees.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the

going concern status and Company''s operations in future.

e) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 except one matter related to HT Media Limited which was rejected by the Hon''ble NCLT and now pending before Hon''ble NCLAT.

f) There is no difference between amount of the valuation done at the time of one-time settlement and the

valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereto:

Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

Your directors thank the Government of India, the State Governments, local municipal corporations and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights

Mar 31, 2024

Your Directors have pleasure in presenting the 17^th (Seventeenth) Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year 2023-24. The financial highlights are as follows: -

COMPANY OVERVIEW:

FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2024 is summarized below:

(Amount in Lakhs)

Particular	2023-2024	2022-2023
Revenue from operations	5475.92	4,375.66
Other Revenue	187.07	19.10
Total Income	5662.99	4394.76
Total Expenses	4938.93	4,018.06
Profit Before Tax	724.06	376.70

Less: Income Tax -Current Year A M E R	195.76	111.43
Less: Deferred Tax	(5.37)	10.17
Less: Previous Year	4.01	3.19
Profit/(Loss) after tax	529.66	251.91
EPS	0.34	2.48

RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS

The Company recorded a turnover of Rs. 5475.92 Thousand (Rupees Five Thousand Four Hundred Seventy Five and Nine Two Paise) during the year as against Rs. 4375.66 Thousand (Rupees Four Thousand Three Hundred Ninety Four and Seven Six Paise) in the previous year and the Company

has earned a profit after tax of Rs. 529.66 as compared to the profit of Rs. 251.91 in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

striving for betterment of the business and growth of the Company. They are optimistic about the future and expect the business to perform well in the forthcoming year.

CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business of the Company during the Financial Year SHARE CAPITAL AND DEBT STRUCTURE

During the period under review, there is a change in the Authorised Share Capital of the Company and it has increased its Authorised Share Capital from Rs.10,20,00,000/- to Rs.11,70,00,000/- and further it increased to Rs. 17,30,00,000 and subsequent amendments in the Capital clause of the Memorandum of Association of the Company. The company''s paid-up share capital grew from Rs. 10,13,89,160 to Rs. 15,66,89,001.

As on 31^st March 2024, the Authorized Share Capital of the Company is Rs. 17,30,00,000/- (Rupees Seventeen Crore Thirty Lakh only] divided into 17,30,00,000 /- (Seventeen Crore Thirty Lakh only] Equity Shares of Re 1/- each. The paid-up share capital of the Company is Rs. 15,66,89,001 (Rupees Fifteen Crore Sixty Six Lakh Eighty Nine Thousand One) divided into 15,66,89,001 (Fifteen Crore Sixty Six Lakh Eighty Nine Thousand One) Equity Shares of Re 1/-each.

Bonus Issue

Your Company has made Bonus issue of 5,52,99,841 equity shares of face value of Re.1/- each in the ratio of 6:11 i.e. [6 new fully paid-up Equity shares for every 11 (Eleven) Equity shares held] to the Members as on March 28, 2024. With this allotment, the total issued and paid-up capital of the Company has increased to Rs. 15,66,89,001 (Rupees Fifteen Crore Sixty Six Lakh Eighty Nine Thousand One) divided into 15,66,89,001 (Fifteen Crore Sixty Six Lakh Eighty Nine Thousand One) Equity Shares of Re 1/- each.

Issue of equity shares with differential rights

As per Section 43(2) of Companies Act, 2013 and Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued any equity shares with differential rights.

Issue of sweat equity shares

As per Section 54 of Companies Act, 2013 and Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued any Sweat equity shares.

Issue of employee stock options

As per Section 62(1)(b) of Companies Act, 2013 and Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not any issued Sweat equity shares.

Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

As per Section 68 of Companies Act, 2013 and Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

Issue of Convertible Warrants

During the audit period, the Company has allotted 10,38,371 warrants convertible into equity shares Preferential basis at a price of Rs. 202.24/- to non-promoters

Sub-Division

Members of the Company approved sub-division of the Company''s equity shares from face value Rs. 10 (Rupees Ten Only) to Re. 1 (Rupees One Only) for every equity share. It is expected that the lower face value of Equity Shares will bring in additional interest from retail investors and contribute towards enhancement in the liquidity in the Company scrip on the Stock Exchanges.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2024. Since the Board have considered it financially prudent in the long-terms interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

SHARES IN ESCROW ACCOUNT

In accordance with the regulations, the Company has distributed the Bonus Shares by crediting the beneficiary accounts of shareholders who hold their shares in dematerialized form with National Securities Depository Limited or Central Depository Services (India) Limited. The remaining Bonus Shares have been credited to an Escrow Demat Account, as some shareholders still hold their shares in physical form.

DEPOSIT

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

During the period review, Company allotted 16,047,550 (including bonus issue which reserve the portion for the warrant holder) equity shares pursuant to the exercise of their rights of conversion into equity shares by the warrant holders in accordance with the provisions of SEBI (ICDR) Regulations, 2018, which may affect the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

During the year under review, Mrs. Supreet Kaur Rekhi (DIN: 10409347) upon the recommendation of the Nomination and Remuneration Committee, appointed as Non- Executive Director of the Company in capacity of Executive Director with effect from December 01, 2023.

During the year under review, Mrs. Deepika Jain has resigned from the post of Chief Financial Officers of the Company with effect from September 09, 2023 and upon the recommendation of the Audit Committee, Sandeep Jain appointed as Chief Financial Officers of the Company in place of Deepika Jain.

After the closure of financial year, Mr. Nitin Bhardwaj resigned from the post of Company Secretary & Compliance Officer of the Company with effect from April 15, 2024. Further, Mr. Ankush Mittal appointed as Company Secretary & Compliance Officer of the Company with effect from May 08, 2024.

Further, as on date of this report following Directors on the Board of the Company:

S. No	Name of the Director	DIN	Designation
1	Mr. Sandeep Jain	02365790	Chairman & Managing Director
2	Mr. Rajat Sehgal	05281112	Non-Executive Director
3	Mrs. Supreet Kaur Rekhi	10409347	Non-Executive Director
4	Mr. Yogesh Kumar	08722626	Independent Director
5	Mr. Mohan Chauhan	08627458	Independent Director
6	Mr. Ajay	08556054	Independent Director

As on the date of this report. Key Managerial Person of the Company

S. No	Name of the Director	DIN	Designation
1	Mr. Sandeep Jain	02365790	Managing Director & Chief Financial Officer
2	Ankush Mittal	COKPM8407B	Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

In opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management. y p y

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 (''SS-1'') read with the Guidance Note on SS-1 and SEBI Listing Regulations, one meeting of Independent Directors of the Company was duly held on 29 March 2024 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Sandeep Jain, (DIN: 02365790), been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

ANNUAL EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its performance, the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company, apart from other statutory matters as required to be deliberated and approved by the Board.

The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. The information as specified in Schedule II to the Listing Regulations is regularly made available to the Board, whenever applicable, for discussion and consideration. Video-conferencing facility as per procedure mandated under the Act is also provided to facilitate the Directors participating in the meetings conveniently.

During the year under review, The Board met Nineteen (19) times during the Financial Year 2023-2024. The Meetings held during the financial year 2023-24 i.e. on 18 April2023,29 May, 2023, 22June 2023,14July, 2023, 07 August, 2023, 22 August, 2023, 11 September, 2023, 05 October, 2023, 30 October, 2023, 10 November, 2023, 01 December, 2023,11 December, 2023, 22 December, 2023, 09January, 2024,20 January, 2024, 02 February, 2024,12 February, 2024,15 March, 2024 and 29 March,2024

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during financial year 2023-24 and attendance of the Directors at such meeting is provided in the Section "Board of Directorsâ of "Corporate Governance Reportâ of this Annual

Report. AMERICAN LUXURY

BOARD COMMITTEES'' MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws.

a) Audit Committee;

b) Nomination and Remuneration Committee; and

c) Stakeholders'' Relationship Committee

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

During the year, Your Company have made an investment in shares and such have disclosed in the financial statement read together with notes and the Financial Statement.

SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

CORPORATE SOCIAL RESPONSIBILITY

Under Section 135 of the Companies Act, 2013 (the "Actâ) and the related rules, certain companies must allocate 2% of their average net profit from the past three years to CSR (Corporate Social Responsibility) activities. This section also mandates the formation of a CSR committee within the Board. It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of spending the amount.

As of March 31, 2024, your company''s net profit has exceeded the threshold specified in Sub-Section (1) of Section 135. Consequently, your company is required to allocate eligible funds to CSR activities for the financial year 202425. The Company is making arrangements to spend the funds as per the Act and rules made thereunder.

However, according to Sub-Section (9) of Section 135, if the CSR expenditure does not exceed fifty lakh rupees, the company is not required to form a CSR committee. Since the eligible CSR funds for the financial year 2024-25 do not surpass this amount, the company has opted not to establish a CSR committee. The Board of Directors of the company shall discharge all related responsibilities.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, every Listed Company shall establish a vigil mechanism (Similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behaviour.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link: www.mymonteil.com.

During the financial year 2023-24, no cases under this mechanism were reported to the Company.

The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: www.mymonteil.com.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy: Not applicable

Technology absorption: Not applicable

Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

LISTING ON STOCK EXHANGES

The equity shares of your Company are presently listed on BSE Limited ("BSEâ) and the National Stock Exchange of India Limited ("NSEâ)

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished below:

(Name of the Director / Employee	Sandeep Jain	Deepika Jain	Nitin Bhardwaj
Designation	Managing Director & Chief Financial Officer	Chief Financial Officer (Resigned on 09 September 2023)	Company Secretary
Remuneration received (in lacs)	Rs. 12,00,000 p.a. (Rs. Twelve Lakh Per annum)	Rs. 5,00,000 (Rs. Five Lakh till September,2023 as CFO of the Company)	Rs. 4,94,000 (Rupees Four Lakh Ninety-Four Thousand)
Nature of employment, whether contractual or otherwise	Permanent employee	Permanent employee	Permanent employee
Date of commencement of employment A M	09-05-2017 : R 1 C A N	09-05-2017 LUXURY	22-06-2023
The age of such employee	42 Years	40 Years	29 Years
The last employment held by such employee before joining the Company	Not Applicable		ISF Limited
The percentage of equity shares held by the employee in the Company (as on 31^st March 2024	57.58%	0.20%	0%
Whether any such employee is a relative of any director	Sandeep Jain and Deepika Jain is related to each other.		Not Applicable

Notes:

1. There were confirmed employees on the rolls of the Company as on 31st March 2024-75employees.

2. Median remuneration of employees of the Company during the financial year 2023-2024 was NIL.

AUDITORS & AUDITORS REPORT STATUTORY AUDITORS

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification or explanation.

INTERNAL AUDITOR

During the financial year under review, M/s KMRG & Associates, Chartered Accountants, were appointed as Internal Auditors of the Company, to conduct the Internal Audit for the financial year 2023 - 24.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 2 04 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company had appointed M/s. Anuj Gupta & Associates (Peer Review Number: 1126/2021) to conduct the Secretarial Audit of your Company for the financial year 2023 - 24.

The Company has annexed to this Board Report as "Annexure-IIâ, the Secretarial Audit Report given by the Secretarial Auditor. There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification or explanation.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) your directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) your directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly. further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

ANNUAL RETURN

Pursuant to the provision of Section 134(3) and Section 92(3) of the Companies Act read with read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 as on March 31,2024 is available on the website of the Company and can be accessed at i.e https://monteil.in/annual-report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

There were no significant order(s) passed by any regulatory authority or court or tribunal against the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Company''s business and other material developments during the financial year under review.

CORPORATE GOVERNANCE REPORT

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date

The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices and has implemented all the stipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a separate section of Corporate Governance together with certificate of Practicing Company Secretary confirming compliance with the requirements of corporate governance form part of the Annual Report.

RISK MANAGEMENT

CODE OF CONDUCT AND ETHICS

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION-PROHIBITION & REDRESSAL) ACT, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Actâ) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees.

ADDITIONAL DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014

a) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:

During the Financial Year under review, the Company neither filed any application nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.

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

During the Financial Year under review, it is not applicable to the Company.

IVI I P II

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

Your directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of Board of Directors Lorenzini Apparels Limited

SD/- SD/-

(Sandeep Jain) (Rajat Sehgal)

Date: 06.09.2024 Executive Chairman, Managing Director Director

and Chief Financial Officer DIN: 05281112

Place: New Delhi DIN:02365790

Mar 31, 2023

The Board of Directors of your Company are pleased to present the the 16^th (Sixteenth) Annual Report on the business and operations of the Company italicizing the progress and growth achieved during the year along with Audited Financial Statements with Auditors'' Report thereon, Secretarial Auditor''s Report for the Financial Year ended 31st March, 2023.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2023 is summarized below:

(Amount in Lakhs)
Particular	2022-2023	2021-2022
Revenue from operations	4,375.66	2,444.47
Other Revenue	19.10	17.25
Total Income	4394.76	2461.72
Total Expenses	4,018.06	2,405.38
Profit Before Tax	376.70	56.35
Less: Income Tax -Current Year	111.43	32.89
Less: Deferred Tax	10.17	10.49
Less: Previous Year	3.19	0.95

Profit/(Loss) after tax	251.92	12.01
Earning Per Share	2.48	0.12

RESULTS OF OPERATIONS & STATE OF COMPANYâS AFFAIRS

The Company recorded a turnover of Rs. 4375.66 during the year as against Rs. 2444.47 in the previous year and the Company has earned a profit after tax of Rs. 251.91 as compared to the profit of Rs. 12.01 in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business of the Company during the Financial Year SHARE CAPITAL

-1- Authorized Share Capital

During the Financial Year 2022-23, there had no changes in the Authorized Share Capital of the Company. The Authorized Share Capital of the Company is Rs. 10,20,00,000 divided into 10,200,000 Equity Shares of Rs. 10/- each.

-I- Paid up Share Capital

The paid-up equity share capital as on March 31, 2023 stood at Rs. 10,13,89,160 divided into 10,13,89,16 equity shares of Rs. 10/- each. There was no change in the paid-up share capital during the year under review.

DIVIDEND

Board have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. Therefore, Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2023.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2] of the Companies Act, 2013 do not apply as there was no dividend declared and paid as on 31^st March 2023.

TRANSFER TO RESERVES

During the period, the Company has not transferred any profit into the General Reserve of the Company.

DEPOSIT

During the year, the Company has neither accepted any deposits from the public, nor does it have any scheme to invite any such deposits.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

The particulars of loans given or guarantees given or investments made or securities provided are given in notes to financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy: Not applicable Technology absorption: Not applicable

Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, certain class of companies is required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of spending the amount. The Company is not covered under section 135 of the Companies Act, 2013 and the rules framed there under for the financial year under review, so there are no disclosures required under Section134 (3](o] of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

Migration from BSE SME Platform to Main Board of NSE in addition to Main Board of BSE

Your Company was listed on the SME platform of BSE Limited (BSE] since 15^th February, 2018. After completion of 5 years of listing and trading on the BSE SME Platform With a view to acknowledge publically on a large level and for the enhanced recognition, the Company has been migrated from BSE SME Platform to Main Board of NSE in addition to Main Board of BSE on 10^th day of April, 2023. Listing on the Main Board of BSE and NSE take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. Migration to the main board acts as a catalyst in the growth and expansion of the Company and also help the shareholders of the Company to enjoy enhanced returns from their investments.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3] of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE: -

During the year under review there has been not any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT. 2013

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure I.

DIRECTORS & KEY MANAGERIAL PERSONNEL OF COMPANY Appointment/ Re-appointment/Resignation:

During the financial year under review Mr. Ajay (DIN: 08556054) appointed as Additional and Non-Executive Independent Director on the Board of the Company w.e.f March 02, 2023 subject to the approval of the members in the next General Meeting of the Company or within 3 months from the date of appointment. Further the approval of members taken/obtained on May 22, 2023 through the postal ballot

In accordance with provisions of the Act and the Articles of Association of the Company, Mr. Rajat Sehgal, (DIN: 05281112), Executive Director retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

Independent Director:

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Mohan Chahuan (DIN: 08627458), Mr. Yogesh Kumar (DIN: 08722626) and Mr. Mr. Ajay (DIN: 08556054) are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

All the independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended and also received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Key Managerial Personnel:

Ms. Monika Joshi resigned from the post of Company Secretary and Compliance officer with effect from April 04, 2022

Ms. Shivani Sharma appointed as Company Secretary & Compliance Officer of the Company on the recommendation of the Nomination and Remuneration Committee with effect from May 14, 2022.

NUMBER OF MEETINGS OF THE BOARD:

During the year the Board meet 8 times to deliberate on various matters on 04/04/2022, 30/04/2022, 14/05/2022, 26/05/2022, 24/08/2022, 17/010/2022, and 12/01/2023 and 02/03/2023. For more details, please refer to the Report on Corporate Governance, which forms an integral part of this Annual Report.

COMMITTEES OF THE BOARD:

The Board committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities which concern the Company and need a closer review. The Board committees are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the members of the Board, as a part of good governance practice.

All decisions and recommendations of the committees are placed before the Board for information or for approval. The minutes of the meetings of all the committees are placed before the Board for their review.

The Board of Lorenzini Apparels Limited currently has 3(Three) Committees:

. AMERICAN

4- Audit Committee

4- Nomination and Remuneration Committee 4- Stakeholderâs Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAIL:

The Company''s Policy on Directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Act has been briefly disclosed hereunder and in the Report on Corporate Governance, which is part of this Annual Report.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth

understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

In terms of the provisions of Section 178(3] of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

-1- Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

4- Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them

The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the Remuneration Policy of the Company.

The said Policy is also available on the website of the Company at https://monteil.in/wp-content/uploads/2023/01 /Policies/NOMINATION AND REMUNERATION POLICY.pdf

Mechanism of Performance Evaluation of the Board, Committees and Individual Directors

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A structured questionnaire was prepared after taking into consideration 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, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, 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 Independent Directors of the Company met on March 31, 2023, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

Dedicated time was reserved for Board feedback on the agenda. Board interaction between meetings was stepped up through calls with individual Directors on various topics. Specific items were also added in the Board agenda from a governance perspective.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties are at arm''s length basis. The details of the related party transactions are set out in Notes to the Financial Statements of the Company and form AOC - 2 pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts] Rules, 2014 is set out in Annexure-II.

The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company''s website at the link: https://monteil.in/wp-

content/uploads/2023/01/Policies/Related Party Transaction Policy.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5] of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

-I- In the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

-I- The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the Profit of the Company for the ^{year ended on that date;}

-I- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

-I- The annual accounts have been prepared on a going concern basis;

-I- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

-I- 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (Similar to Whistle Blower mechanism]. In pursuance of the provisions of section 177(9] & (10] of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for

Directors and employees to report genuine concerns has been established and approved by Board.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behaviour.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link: https://monteil.in/wp-

content/uploads/2023/01/Policies/Whistle Blower Policy.pdf

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee. During the financial year 2022-23, no cases under this mechanism were reported to the Company.

SECRETARIAL STANDARDS''

During the year under review the Company has complied with Secretarial Standards on Board and General Meetings issued by Institute of Company Secretaries of India

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report in Annexure-III.

AUDITORS & AUDITORS'' REPORT

l STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the statutory auditors of the Company, M/s Mittal & Associates, Chartered Accountants (Firm Registration Number: 106456W] was appointed by the members at the 11th Annual General Meeting to hold office until the conclusion of ensuing Annual General Meeting, The notes on accounts referred to in the auditors'' report are self-explanatory and therefore don''t call for any further comments by the Board of Directors. M/s Mittal & Associates, Chartered Accountants tenure of 5 (five] year as Statutory Auditors concludes at this ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors] Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has reappointed M/s Mittal & Associates, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five] years to hold office from the conclusion of the ensuing AGM till the conclusion of 21^st AGM of the Company to be held in the year 2027, subject to approval by the Members at the ensuing AGM.

The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of M/s Mittal & Associates, Chartered Accountants as Statutory Auditors for tenure of 5 (five] years, to examine and audit the accounts of the Company during the said period.

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification or explanation.

-I- Internal Auditor

Pursuant to Section 138 of the Act and Rules made there under, M/s Burhan & Associates, Chartered Accountants (FRN: 036633N] having its head Office at TA-176, 1^st Floor, Gali No. 3 Tughlakabad Extn, Kalkaji, South Delhi-110019 were appointed as Internal Auditors for the financial year 2022-23.

-1- Secretarial Auditor

Pursuant to Section 204 of the Act and Rules made there under, the Board of Directors of the Company had appointed M/s Pawan Mahur & Associates (Registration No. P2012DE081400] Practicing Company Secretary having its Registered Office at 611 6^th Floor, Rajendra Place, New Delhi-110008 to conduct Secretarial Audit of the Company for the financial year 2020-21.

The Report of the Secretarial Audit is annexed herewith as Annexure -IV.

-1- Cost Audit

Maintenance of cost records and 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. AMERICAN LUXURY

CODE OF CONDUCT AND ETHICS

LISTING WITH STOCK EXCHANGES

The Company During the FY 2022-2023, listed on SME platform of BSE Limited. Further, Company has migrated on main board of BSE Limited and National Stock Exchange of India Limited with effect from 10t^h April, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 (âListing Regulationsâ] the Management

Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report as Annexure-V.

RISK MANAGEMENT

The Company is taking every care for minimizing the risk involved in the manufacturing process of the unit. Responsible staff employed to take every care to minimize the risk factor in the factory. The risk management policy of the company can be accessed at company website i.e, ittps://monteil.in/wpcontent/uploads/2023/01/Policies/RISK MANAGEMENT POLICY.p df

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5] (e] of the Companies Act, 2013, the term financial control (IFC] means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

The Company has zero tolerance for sexual harassment at workplace and our holding Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC] has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees] of the Company are also covered under the said policy. During the financial year ended March 31, 2023, the Company has not received any Complaints pertaining to Sexual Harassment.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3] of the Act read with Companies (Management and Administration] Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for FY 2022-23 has been placed on the Company''s website.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

-1- There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation

-I- No fraud has been reported by the Auditors to the Audit Committee or the Board.

-I- There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

-I- As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

-I- As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

-I- As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, local municipal corporations and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your Directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

IAN L U

Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights

For and on behalf of Board of Directors Lorenzini Apparels Limited

SD/ SD/-

Sandeep Jain Deepika Jain

Managing Director Whole Time Director

DIN:02365790 DIN: 02365797

Date: 22/08/2023 Place: New Delhi

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