Directors Report of Marc Loire Fashions Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 11"'' Directors’ Report together with the Audited Financial
Statements of the Company for the Financial Year ended March 31, 2024.

In compliance with the Companies Act, 2013 the Company has made all requisite disclosures in the
Directors’ Report, with the objective of accountability and transparency in its operations, to make you
aware of its current performance.

FINANCIAL PERFORMANCE SUMMARY

The Company’s financial performances for the year under review along with comparative figures for the
previous financial vear are eiven hereunder:

Particulars	2023-2024	2022-2023
Revenue from operations	50,85,97,900	42,86,78,325
Other income	20,31,361	1,55,806
Total income	51,06,29,260	42,88,34,131
Purchases of Stock-in-Trade	36,58,30.882	21,40,03,043
Change in Inventories of FG, WIP and stock in trade	6,04,74,683	27,55,294
Employee Benefits Expenses	1,13,52,655	1,20,99,185
Finance Cost	3,54,697	0
Depreciation and Amortization Expense	3,30,054	1,13,976
Other Expenses	13,81,82,938	19,64,63,789
Total Expenses	45,55,76,542	41,99,24,700
Profit before tax	5,50,52,718	89,09,431
Less: Tax expenses
Current tax (Net of Mat)	1,42,46,687	23,26,200
Deffered Tax	-24,100	8,710
Profit after tax	4,08,30,131	65,74,521

DIVIDEND

The Board of Directors do not recommend any dividend on equity shares for the year under review.
TRANSFER OF AMOUNT TO GENERAL RESERVES
No amount is proposed to be transferred to General Reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY

The Company did not change its activities during the financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

There is no Unclaimed/Unpaid Dividend within the meaning of the provisions of Section 125 of the
Companies Act, 2013.

SHARE CAPITAL

The Issued, Subscribed and Paid-up capital as at 31^s'' March 2024 stood at Rs. 1,00,00,000/- (One Crore
only) comprising of Equity Shares of the below description:

• 10,00,000 (Ten lakh) Voting Equity Shares of Rs.l0/-(Rupee Ten Only) each

During the year under review, the Company has not issued any shares or any convertible instruments.

REVIEW OF OPERATIONS

The Revenue from operations for FY 2023-24 was Rs. 50,85,97,900/- (Rupees Fifty Crore Eighty-Five
Lakh Ninety-Seven Thousand Nine Hundred only) as compared Rs. 42,86,78,325/- (Rupees Forty Two
Crore Eighty Six Lakh Seventy Eight Thousand Three Hundred Twenty Five only) in FY 2022-23.
Further, Profit before tax is Rs. 5,50,52,718/- (Rupees Five Crore Fifty Lakh Fifty Two Thousand Seven
Hundred Eighteen Only) as against Rs. 89,09,431/- (Rupees Eighty Nine Lakh Nine Thousand Four
Hundred Thirty-One Only) in the previous financial year.

Web Link of Annual Return

https://marcloire.com/

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

No significant and material orders have been passed by the Regulators or Courts or Tribunals which
impact the going concern status and the Company’s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY

No material changes and commitments affecting the financial position of the Company, other than
specifically disclosed in this report under particular head, occurred between the end of the financial year
to which these financial statements relate to and till the date of this report.

Further, Subsequent to the end of Financial Year 2023-24, the Company converted from a private limited
company to a public company limited w.e.f., 18/07/2024.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 Read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is given in “Annexure A” which forms part of this report.

RISK MANAGEMENT POLICY

Due to significant changes in business environment during the last couple of years, risk management
became one of the most critical functions for the hindrance free growth of the Company and it retains
high position on every organization’s agenda. The Company has an appropriate Risk Management Policy
in place for identification and assessment of risks associated within its respective areas of business and
measures to mitigate them. The risk management approach is based on a clear understanding of the variety
of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures. There are no risks identified by the Board which may threaten the
existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’) COMMITTEE

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not
fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on Corporate Social Responsibility.

COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee
are not applicable to the Company and hence the Company has not devised any policy relating to
appointment of Directors, payment of Managerial remuneration, Director’s qualifications, positive
attributes, independence of Directors and other related matters as provided under Section 178(3) of the
Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company do not have any Subsidiary, Joint venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

Amount outstanding as at 31^st March 2024

Particulars	Amount
Loans given
Guarantees given
Investments made	1,15,94,631

Loans, guarantees given or investments made during the year 2023-2024.

Name of the Entity	Amount (Rs.)	Particulars of loans, guarantee given, orinvestments made
Edelweiss Financial Services Limited	71	Investment in Quoted Share
Edelweiss Financial Services Limited	1,15,94,560	Investment in Quoted Non- Convertible Debentures

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

For the Financial Year ended on 31 st March 2023, all the contracts or arrangement or transaction entered
into by the Company with the related parties were in the ordinary course of business and on an arm’s
length basis and were in compliance with the applicable provisions of the Companies Act, 2013.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188
in the form AOC-2 is annexed as “Annexure B”.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There were no qualifications, reservations or had adverse remarks made by the Auditors in their report.
ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for financial year
2023-2024 is available on the website of the Company at https://marcloire.com/

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

During the period under review, no application has been made or any proceeding pending under
Insolvency and Bankruptcy Code, 2016.

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

No one time settlement was done by the company during the period under review. Hence, valuation is
not required.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submits its responsibility Statement that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(b) the directors had 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 31^st March, 2024 and of the Profits of the
Company for that period;

(c) the directors had 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 had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;

(e) the directors had prepared the annual accounts on a going concern basis; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, None of the Director(s) or Key Managerial Personnel(s) was appointed

ceased/resigned from the board of the company.

As at 31^st March 2024. the Board comorises of:

Sr. No	Name	Designation	DIN
1	Mrs. Shaina Malhotra	Director	06809352
2	Mr. Arvind Kamboj	Director	09624208

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met Five (5) times during the year under review in respect of
which proper notices were given and the proceedings were properly recorded, signed and maintained in
the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.

The dates of Five meetings of the Board of Directors conducted during the year under the review are as
mention below:

Sr. No.	Date of Board Meeting	NAME OF THE DIRECTORS
		Arvind Kamboj	Shaina Malhotra
1	16th May, 2023	P	P
2	15th July, 2023	P	P
3	5th September, 2023	P	P
4	15lh December, 2023	P	P
5	16th March, 2024	P	P

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules,
2014, as amended from time to time, Messrs. SPMG & Company, Chartered Accountants, having Firm
Registration No. 509249C were appointed as Statutory Auditor of the company for a term of 5 years i.e
from the financial year 2023-24 till the financial year 2027-28.

The auditors have confirmed their eligibility within the meaning of the provisions of Section 139 of the
Companies Act, 2013.

INTERNAL AUDITORS

The Company is not required to appoint Internal Auditors.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal control systems commensurate with the nature of the Company’s business and size and
complexity of its operations are in place and have been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure reliability of financial reporting, timely
feedback on achievement of operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are acquired economically, used
efficiently and adequately protected.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The provisions of Section 149 of the Companies Act, 2013 with respect to appointment of Independent
Directors are not applicable to your Company. Therefore, the requirement of obtaining the declaration
confirmation from the Independent Director, is not applicable to the Company.

STATEMENT ON OPINION OF BOARD OF DIRECTORS WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING
THE FINANCIAL YEAR 2022-23

The provisions of Section 149 of the Companies Act, 2013 with respect to appointment of Independent
Directors are not applicable to your Company. Therefore, the disclosure requirement of opinion of the
Board of Directors with regards to integrity, expertise and experience of Independent Directors, is not
applicable to the Company.

SHARES

(a) Buy back of Securities

The Company has not bought back any of its securities during the year under review.

(b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(c) Bonus Shares

No Bonus Shares were issued during the year under review.

(d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

SEXUAL HARASSMENT POLICY AT WORKPLACE

The Company and its Management has always believed in providing a safe and harassment free
workplace for every employee/individual working in the Company. The Company has implemented a
robust framework on prevention of sexual harassment, which is in line with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company strongly opposes
gender discrimination and sexual harassment and educates employees regarding Gender Discrimination
and Sexual Harassment Policy through posters, mailers, workshops and online training so as to make
them aware of consequences of such acts and their recourse to the ICC.

During the year under review, no complaints were filed with the Committee under the provisions of the
said Act.

NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR,
INVOLUNTARY LABOUR

No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported
in the last financial year.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified under sub-section (1) of section 148 of the Companies Act,
2013, is not required by the Company and accordingly such accounts and records are not required to be
made and maintained.

VIGIL MECHANISM

The provisions of Section 177(9) of the Companies Act, 2013 with respect to establishment of Vigil
Mechanism is not applicable to the Company.

FRAUD REPORTING

There were no cases of frauds reported by auditors under sub-section (12) of section 143 to the Board
other than those which are reportable to the Central Government.

SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India i.e. Meetings of the Board of Directors and General Meetings.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to shareholders, bankers, business associates, clients,
creditors, employees and consultants for their continued support extended to your Company during the
year under review.

For and on the behalf of
MARCiOlkE FASHIONS LIMITED

ARVIND KAMBOJ SHAINA MALHOTRA

Director Director

DIN:09624208 DIN: 06809352

Date: 01/08/2024
Place: Delhi