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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Lovable Lingerie Ltd.

Mar 31, 2024

Your Company''s Directors are pleased to present the 37^th Annual Report of the Company, along with the Audited Financial Statements for the financial year ended 31^st March 2024.

FINANCIAL SUMMARY

('' in lakhs)

Particulars	2023-24	2022-23
Revenue from operations	63,76.02	9,548.73
Operating Expenditure	63,99.76	9,890.48
Profit Before Interest, Tax & Depreciation	(23.74)	(341.75)
Other Income (net)	820.61	584.07
Finance Costs	53.89	50.25
Profit before Tax and Depreciation	742.98	192.07
Depreciation and amortization expense	202.19	195.43
Profit before Extra-Ordinary Item	540.79	(3.36)
Extra-Ordinary Item	-	-
Profit before Tax (PBT)	540.79	(3.36)
Provision for Taxation	112.50	3.82
Profit for the year (PAT)	4,28.29	(7.18)
Surplus brought forward from previous year	9,677.44	9,742.02
Other changes during the year	26.08	16.61
Amount available for appropriation	10,131.81	9,751.45
Appropriations:
Transferred to General Reserve	-	-
Dividend (excluding tax)	-	74.00
Tax on Interim Dividend	-	-
Proposed Dividend on Equity Share Capital	-	-
Corporate Dividend Tax on Proposed Dividend	-	-
Adj for Depreciation of prior years pursuant to change in useful life	-	-
Fair Value Changes on Investments
Balance Carried to Balance Sheet	10131.81	9677.45
EPS Basic & Diluted- Before Extraordinary Items (in '')	2.89	(0.05)
EPS Basic & Diluted- After Extraordinary Items (in '')	2.89	(0.05)

OPERATIONS

For the financial year 2023-24, the Company recorded a net turnover of '' 6,376.02 lakhs as against '' 9,548.73 lakhs for the financial year 2022-23. The Net Profit Before Tax stood at '' 540.79 lakhs as against loss of ''3.36 lakhs over last year and Profit After Tax stood at ''428.29 lakhs for the year as against the loss of '' 7.18 lakhs in the last year.

SEGMENT-WISE RESULTS

The Company is engaged in the business of manufacturing garments. Therefore, there is no separate reportable segment.

TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY2024 in the profit and loss account..

DIVIDEND

Declaration and payment of dividend

The Board of Directors does not recommended dividend for the financial year ended on 31^st March, 2024.

Unclaimed dividends

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

Your Company does not have any subsidiary, joint venture or associate Company.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

ANNUAL RETURN

A copy of Annual Return as provided under section 92(3) and section 134(3)(a) of the Companies Act, 2013 (âthe Act'') in form MGT-7 is made available on the website of the Company and can be accessed at https://lovableindia.in/pages/Draft-annual-return

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this report, the Board of your company consist of 6 Directors comprising of 3 Independent Directors, 1 NonExecutive Directors and 2 Executive Directors, details thereof have been provided in the Corporate Governance Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity. Criteria for determining qualification, positive attributes and independence of a director is given in the NRC Policy, which can be accessed on Company''s website at https://lovableindia.in/pages/policies.

A. Appointment and Re-appointment:

During the year under review Mr. Vindamuri Giriraj (DIN: 09719564), Director of the Company, who retired by rotation in terms of Section 152(6) of the Act, was re-appointed by the Members at the 36^th Annual General Meeting held on September 27, 2023.

Further the Board of Directors of the company on the recommendation of the Nomination and Remuneration Committee (âNRCâ) appointed Mr. Kangod Seetharamappa Kamalakara (DIN: 10464387) as an Additional Director and designated as Independent Director on the Board with effect from 05^th February 2024 and approved by member in Extra-Ordinary General Meeting through postal ballot.

Moreover, on the recommendation of the Nomination and Remuneration Committee (âNRCâ) Mr. Manoor Raghavendra Maiya (DIN: 10636414) has been appointed on the Board as additional director and designated as Independent Director on the Board with effect from 28^th May 2024. subject to the approval of members in ensuring General Meeting.

The brief profile(s) of the director(s) seeking appointment/reappointment at the ensuing Annual General Meeting are presented in the notice.

B. Re-appointment of Director retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Taruna Reddy (DIN: 02787135), NonExecutive (Non-Independent) Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. A resolution seeking the re-appointment of Mrs. Taruna Reddy, forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on August 23, 2024.

The profile along with other details of Mrs. Taruna Reddy are provided in the annexure to the Notice of the Annual General Meeting.

C. Resignations:

During the year under review Mr. Amit Pandit (DIN: 02437092) has resigned from the Board as Independent Director with effect from 29^th November 2023. The Board places on record its appreciation for the valuable contribution made by him during his tenure as Independent Director of the Company.

Further, Mr. Mohangandhi Muruganathaswamy (DIN: 07625896) has resigned from the position of Independent Director w.e.f. 12^th March 2024.The Board placed on record its sincere appreciation for the valuable contribution made by him over the years.

D. Changes In Key Managerial Personnel:

During the Year under review Mr. Vineesh Vijayan Thazhumpal the Company Secretary has resigned as Company Secretary and Compliance Officer of the Company with effect from 10^th November 2023 and Subsequently appointed Mr. Rohit Raghunath Jadhav as Company Secretary and Compliance officer of the Company with effect from 05^th February 2024 to fulfil the requirement of Section 203 of the Companies Act, 2013.

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Key Managerial Personnel as on 31^st March 2023:

Sr. No	Name of Key Managerial Personnel	Designation
1	Mr. Lattupalli Vinay Reddy	Managing Director
2	Mr. Rajashekar Talapachery	Chief Financial Officer
3	Mr. Rohit Raghunath Jadhav	Company Secretary

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 6 (Six) times during the year on 30^th May 2023, 25^th July 2023, 30^th August 2023, 8^th November 2023, 5^th February 2024 and 12^th February 2024. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies the person of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, receives from any members of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management, and their remuneration.

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors'' report. The policy is made available on the website of the Company and can be accessed at https://lovableindia.in/pages/policies.

INDEPENDENT DIRECTORS

A. Declaration by Independent Directors Under Sub-Section (6) Of Section 149:

All the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 25 read with Regulation 16 of Listing Regulations. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 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 of independent judgement and without any external influence. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI order or any other such authority.

The Board of Directors has taken on record the declaration and confirmation submitted by the Independent Directors and is of the opinion that they fulfil the conditions specified in the Act & Listing Regulations and are independent of the management and possesses relevant integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

B. Terms and Conditions of Appointment:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with âGuidelines for Professional Conduct'' pursuant to Schedule IV to the Act. The details of such terms is available on the website of the company www.lovableindia.in and may be accessed through the web link https://www.lovableindia.in/policies

C. Familiarization Program for The Independent Directors:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulationsâ), the Company has put in place a Familiarization Program for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of such program is available on the website of the company www. lovableindia.in and may be accessed through the web link https://lovableindia.in/pages/policies.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013 and the Corporate Governance requirements as prescribed under regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations and the Guidance note issued by SEBI.

The performance of the Board was evaluated by the Board including Independent Directors after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted the following committees in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee, and

4. Corporate Social Responsibility Committee.

The Board has accepted all the recommendations of the above committee. The brief description, composition and other required details of the above committees are provided in Corporate Governance Section to this Annual Report.

SECRETARIAL STANDARDS

Section 118 of the Act mandates compliance with the Secretarial Standards on board meetings and general meetings issued by The Institute of Company Secretaries of India. During the year under review, The Company has complied with the applicable Secretarial Standards.

PARTICULARS OF LOANS, GUARANTEE, AND INVESTMENTS

The particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 (âthe Actâ) have been disclosed in the financial statements. Refer Note: 3 to the Financial Statements.

RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee reviews the status of key risks and steps taken by the Company to mitigate such risks at regular intervals.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website and can be accessed at https://lovableindia. in/pages/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024 (including any material modification thereof), were in the ordinary course of business and on an arm''s length basis and were carried out with prior approval of the Audit Committee. Prior omnibus approval of Audit Committee was obtained for Related Party Transactions on a yearly basis for transactions which were planned and/or repetitive in nature and or entered in the Ordinary Course of Business and are at Arm''s Length.

None of the contracts, arrangements and transactions with related parties, required approval of the Board/ Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations Nor any transactions fall under the scope of Section 188(1) of the Act.

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2024 and hence the same is not provided.

WHISTLE BLOWER MECHANISM / VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism in addition to the existing code of conduct that governs the actions of its employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviours or practices) that affect Company''s interest / image.

A copy of the Policy is available on the website of the Company and may be accessed through the web link https://lovableindia. in/pages/policies.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to women (including outsiders) at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition, terms of reference and other relevant details of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities and expenditure incurred thereon during the year are set out in âAnnexure Aâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company; web link https://lovableindia.in/pages/policies.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as âAnnexure Bâ to this Report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and operating effectively during the FY2024.

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31,2024:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) They 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) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PUBLIC DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

LISTING

Your Company''s shares are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) with effect from 24^th March 2011 and has paid all the annual listing fees duly.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34(2) of SEBI (LODR) Regulations, the Cash Flow Statement for the year ended 31^st March, 2024 is enclosed as a part of this Annual Report.

AUDITORS

A. Statutory Auditor and Auditorsâ Report:

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 35^th Annual General Meeting held on September 27, 2022, appointed M/s. DMKH & Co., (ICAI Firm Registration No. 116886W) a firm of Chartered Accountants as a Statutory Auditors of the Company for One term of 5 (five) consecutive years to hold office from the conclusion of the 35^th Annual General Meeting until the conclusion of the 40th Annual General Meeting (AGM) to be held in year 2027.

The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualifications, reservation or adverse remark and is prepared as per âInd ASâ.

B. Secretarial Auditors and Auditorsâ Report:

Reply to the observations made in Secretarial Report:

a) The observation given in respect of the delay in transferring unpaid / unclaimed dividends amount to Investor Education and Protection Fund authority, was unintentional and occurred inadvertently.

b) The observation given in respect of delay in transferring /crediting the shares to Investor Education and Protection Fund- was unintentional and occurred inadvertently.

c) The observation given in respect of the delay in newspaper publication as mentioned in Rule (6) (3) (a) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 was unintentional and occurred inadvertently.

d) The company has not received any IEPF-5 during the reporting period Thus the requirement of filing an E-Verification Report to the Authority is not applicable to the company.

e) In absence of Company Secretary during the period from 10th November 2023 to 4th February 2024- the delay was unintentional since the Company was not able to find the right candidature.

f) The company unintentionally and inadvertently missed to file form MGT-14 in respect of approval of Directors Report in âBoard meeting'' held on 30^th August 2023, however, it is stated that the same has been filed in respect of approval of Directors Report in âAnnual General Meeting''.

C. Cost Audit:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable for the business activities carried out by the Company.

D. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed M/s. A S S P & CO, Chartered Accountants, as the Internal Auditors of the Company, for the financial year 2024-2025.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board''s report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the Going Concern Status of the Company''s Operation in the future.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, during the year under review, the Company has transferred the unclaimed and un-encashed dividends of ? 70,721/- and 1,287 corresponding shares on which dividends were unclaimed for seven consecutive years. Further the Members who have not encashed their dividend warrants pertaining to the aforesaid years may approach the Company/ its Registrar, for obtaining payments thereof at least 20 days before they are due for transfer to the said fund.

The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend accounts up to the year, and the corresponding shares, which are liable to be transferred, are provided in corporate governance report and are also available on our website, at https://lovableindia.in/ pages/unpaid-dividend.

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

A. CONSERVATION OF ENERGY

Your Company has a vision of being a âZero Injury'' organization, your Company''s strategic framework, integrates Safety as a non-negotiable value. Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are furnished below:

a. Conservation of Energy:

The Company continually takes steps to absorb and adopt the latest technologies and innovations in the Garment Industry. These initiatives should enable the facilities to become more efficient and productive as the company expands, thus helping conserve energy. All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption.

Additional Investments and Proposals for Reduction of Consumption of Energy: Nil

Total Energy Consumption and Energy Consumption per Unit of Production (Form-A and Form B Enclosed). Conservation of Energy continues to receive increased emphasis at all the units of the Company.

Form - A

Form for Disclosure of particulars with respect of conservation of energy

Particulars	2023-24	2022-23
Power & Fuel Consumption
1. Electricity
a) Purchased Units (Lacs )	1.40	2.97
Total Cost (? In Lacs )	19.44	39.79
Rate/Unit (?)	13.87	13.38
b) Own Generation
1)Through Diesel Generator
Units ( Lacs )	0.21	0.49
KWH per unit of fuel	4.67	4.67
Fuel Cost/Unit (?)	7.56	16.61

B. TECHNOLOGY ABSORPTION:

Absorbing technologies with state of art machineries like automated cutting machine, automated fabric inspection machines, etc., the quality of the products and efficiency of the systems have been substantially improved. By applying those technologies, the cost of production was under control.

The products manufactured and sold by the Company are not power intensive; hence the impact on overall cost is marginal. However, steps have been taken to ensure energy conservation in the processing unit where an energy efficient boiler is installed and condensate is being re-utilised.

Efforts made in Technology absorption as per Form B: Nil Consumption per unit of Production

Product	Electricity
Product	2023-24	2022-23
Consumption per Unit	0.06	0.06

C. FOREIGN EXCHANGE EARNING AND OUTGOING

The Company had foreign exchange earnings from Exports during the year was NIL (Previous year NIL). The total amount of outgo on account of foreign exchange utilized by the Company amounted to '' 2.82 lakhs (Previous year '' 7.05 lakhs) mainly on account of import of raw materials, finished goods, Capital Goods, foreign travel.

Foreign exchange earned and outgo during the year ended March 31,2024:

Rs in lakhs

Particulars	2023-24	2022-23
Foreign Exchange Earned	-	-
Exports (FOB)	-	-
Technical Assistance	-	-
Total	-	-
Foreign Exchange Outgo	-	-
CIF Value of Imports	2.82	7.05
Travelling Expenses	-	-
Others	-	-
Total	2.82	7.05

CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

The Companies Act, 2013 and the SEBI (LODR) Regulations have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law.

Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report enclosed as âAnnexure Dâ to this report.

The Policy on Related Party Transactions, Remuneration Policy, CSR Policy and Whistle Blower Policy are available on the website of the Company. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of sub-Regulation 17(8) of the Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between the Directors'' Report and the Management Discussion and Analysis, we present below a composite summary of the performance and functions of the Company.

A. OVERALL INDUSTRY

The Indian Textile Industry has been a key contributor to the country''s economy in the last three years, with 7% of the manufacturing production and 2.3% of the GDP attributed to the sector. According to the Indian Brand Equity Foundation (IBEF), the Textile and Apparel Industry accounts for 13% of the country''s industrial production. It is the second-largest source of employment after agriculture, providing jobs to approximately 45 million people. It is the only industry that has generated huge employment for both skilled and unskilled labour.

India is well integrated in the value-chain of the Textile Industry from fibre to fashion.

Cotton production in India is projected to reach 7.2 million tonnes (~43 million bales of 170 kg each) by 2030, driven by increasing demand from consumers.

Government Initiatives

The Indian government has come up with a number of export promotion policies for the textiles sector. It has also allowed 100 per cent FDI in the Indian textiles sector under the automatic route.

Initiatives taken by Government of India are:

â¢ In June 2022, Minister of Textiles, Commerce and Industry, Consumer Affairs & Food and Public Distribution, Mr. Piyush Goyal, stated that the Indian government wants to establish 75 textile hubs in the country.

â¢ As per the preliminary project report for the park, the State government of Karnataka has earmarked 1,550 acres of land in Firozabad, Nadisinnur, and Kiranagi villages in Kalaburagi district. The total cost of the infrastructure development of the park was estimated to '' 1,834 crore.

â¢ Scheme for Capacity Building in Textile Sector (SAMARTH) - To address the skilled manpower requirement across textile sector, the scheme was formulated, under the broad policy guidelines of âSkill Indiaâ initiative and in alignment with the framework adopted for skilling programme by Ministry of Skill Development and Entrepreneurship. The scheme is approved for implementation till March, 2024.

â¢ Production Linked Incentive (PLI) Scheme - The PLI Scheme for Textiles to promote production of MMF apparel, MMF Fabrics and Products of Technical Textiles in the country to create 60-70 global players, attract fresh investment of '' 19,000 crore approximately and generate almost 7.5 lakh new employment opportunities.

â¢ PM-MITRA: To attract investment for âMake In India'' initiative and to boost employment generation through setting up of 7 (Seven) PM Mega Integrated Textile Region and Apparel (PM MITRA) Parks in Greenfield/Brownfield sites with world class infrastructure including plug and play facility with an outlay of ''4445 crore for a period of seven years upto 2027-28.

â¢ Scheme for Integrated Textile Parks (SITP): The scheme provides support for creation of world-class infrastructure facilities for setting up of textile units.

â¢ Integrated Processing Development Scheme (IPDS): In order to facilitate the textile industry to meet the required environmental standards and to support new Common Effluent Treatment Plants (CETP)/ upgradation of CEPTs in existing processing clusters as well as new processing parks specially in the Coastal Zones.

Overall Review of industry

Indian Textile industry can be divided into several segments, some of which can be listed as below:

- Cotton Textiles

- Silk Textiles

- Woolen Textiles

- Readymade Textiles

- Jute and Coir

Industry Strength

- India has rich resources of raw materials for the textile industry. It is one of the largest producers of cotton in the world and also rich in resources of fibres like polyester, silk, viscose etc.

- India is riched in highly trained manpower. The country has a huge advantage due to lower labour rates. Because of low labour rates, the manufacturing cost in textile manufacturing automatically comes down to very reasonable levels.

- India is highly competitive in spinning sector and has presence in almost all processes of the value chain.

- Low per-capita domestic consumption of textile indicating significant potential growth.

- The Domestic market is extremely sensitive to fashion fads and this has resulted in the development of a responsive garment industry, catering to paying and aspirational customers.

- According to the Confederation of Indian Industry (CII), the Indian textile industry is expected to hit US$ 250 billion production by FY25, rising at 12% CAGR between FY22-FY25. Exports are projected to reach US$ 185 billion by FY25, doubling India''s share of global textile trade to 10%.

- The industry growth will create jobs and generate value, attracting US$ 180 billion in investments.

B. OPPORTUNITIES AND THREATS

Opportunities:

For the apparel industry in general and our market in particular:

â¢ Textile industry to reach $250 billion business size by 2025

â¢ The domestic apparel & textile industry in India contributed to 2.3% to the country''s GDP, 7% of industry output in value terms

â¢ India has a share of 5% of the global trade in textiles and apparel.

â¢ Increasing urban women population and women corporate workforce

â¢ Increasing brand consciousness and spending on kids

â¢ Higher disposable income

â¢ Increasing online retail.

â¢ The company needs to concentrate on new global products.

â¢ Low per-capita domestic consumption of textiles indicates significant potential growth.

Threats:

Many major international apparel brands have commenced operations in India realizing that Indian markets are likely to emerge as one of the largest markets in the world in the next few decades. Competitive intensity is expected to sustain high.

The domestic apparel & textile industry in India contributes approx. 2% to the country''s GDP, 7% of industry output in value terms. The share of textile, apparel and handicrafts in India''s total exports was 11.4% in 2020-21. India stands as the 3^rd largest exporter of Textiles & Apparel in the world.

C. PERFORMANCE OF THE TEXTILE INDUSTRY

- India''s textile and garment exports have been growing at a steady pace, making it one of the leading textile exporters in the world. The industry exports a wide range of products, including cotton textiles, yarn, fabrics, and readymade garments. The United States, the United Arab Emirates, and the United Kingdom are the largest export destinations for Indian textiles.

- The Indian government has taken several steps to support the textile industry''s growth and development. The government has implemented several schemes and initiatives, such as the Technology Upgradation Fund Scheme (TUFS), which provides financial assistance to textile units for the modernization and upgradation of technology. Additionally, the government has introduced schemes to promote the use of natural fibers such as cotton, silk, and wool, which has helped boost the demand for Indian textiles. The impact of the global and domestic economic slowdown is directly affect the performance of the industry.

INITIATIVES

Capacity building:

In order to steer your company into an aggressive growth path, the Company is looking into enter the mass segment, which had not been fully explored by the Company till date. To meet the expected demand from the mass segment, the company has built new capacity at our Erode Plant with an annual production capacity of 25 lakhs nos., which is 30% of the Company''s total capacity.

Upskilling of Employees:

Of all the factors of production, work force comes first. Upskilling and Reskilling the the work force in tune with the latest technological developments, not only motivates the employees but also increase the productivity and upgrades product standards. Your company, assisted with the Government of India Initiative on Upskilling and Resiklling âSamarthâ schemes, set up and tied up with training centres to equip our work force with modern techniques.

New Product Categories and Styles:

Your company has identified the twin routes of deeper & category-leading brand-building & scale-up of production routes to high sales volumes & to be the engines of growth.

Brand LOVABLE

> SECRECY L-1123 collection of Lovable comprised of Premium & Classic products- Secrecy bra that provides optimized breathing facility Light padding for augmenting shape and size Smart fabric designed with perm wedging technology, Specially designed fabric that feels like silk on skin.

> LE-239 - An aesthetically designed lace enhance the style quotient, engineered for a perfect shape, Full coverage padded bra, Superior & soft cotton fabric that feels like a second skin.

> Classic- This lightly padded, full-coverage, seamless t-shirt bra is perfect for fitted tops. It features wide, adjustable straps for support and comfort, wire-free design, and soft, stretchy cotton material. Ideal for everyday wear with superior comfort and style.

> Contour - This non-padded, full-coverage, seamless T-shirt bra offers superior comfort with maximum stretch and smooth material. Ideal for fitted tops, it features adjustable, non-wired straps and wider side support panels to stay in place and prevent slippage. Enjoy all-day comfort and support with this flattering, casual bra.

> L0596 - Full-coverage lace, designer net bra made from lace, net, & cotton. Prevents spillage, offers a perfect fit, and features quick-dry fabric for comfort. Lightweight, breathable, and beautifully designed with floral lace; it''s lightly padded for everyday wear & stylish Comfort.

> LE230 - This non-padded seamless bra enhances your shape with high-quality polycotton, featuring satin shoulder adjustable and convertible straps for comfort. It offers full coverage with a high neckline for complete breast area coverage. Designed for a perfect fit and impeccable comfort.

> L0196 - The bridal/Saree bra features a unique U-neck design with built-in stretch lace that moulds to your figure, padded cups for full coverage, and a smooth seamless finish. Made from cotton fabric for freshness in hot weather, it includes wire-free support, adjustable soft straps, and a 2-column, 2-row hook and eye back closure.

> L01797 - This full coverage T-shirt bra has a high neckline and provides good support with wide shoulder straps. It offers a natural shape with soft seamed cups and is adjustable for comfort. Ideal for daily wear in any weather & occasion.

Brand DAISY DEE

> YASHIKA( DD-47) Innovative cushion cups gives you soft pad effect. Full coverage with no seams, no stitches & no Creases in the cups, Superior soft fabric that feels like a second skin, Styled to give perfect fit and added comfort.

> SANA (DD-39) Hidden side shaper panels for firmness and uplifted look Quick dry fabric for quick absorbent Breathable fabric with additional properties of stretch and enhanced body cooling, Quick dry keeps you fresh throughout the day

> ZOYA(DD-11) Double layered seamless cups provide smooth finish to your sensuous curves, Crafted from soft cotton fabric that allows the skin to breathe, Molded and full coverage cups, Styled to give perfect fit and added comfort.

> Claire - Comfortable for yoga, sports & everyday activities, Ultra soft and Durable under band, Wire free for all day comfort, Unique dual tone sports bra to give a perfect fit and added comfort

> LABELLA - This bra features double-lined seamless cups for a smooth finish and a 2:2 hooks closure. Made from soft, breathable cotton, it offers a quick-drying, fresh feel. It provides a youthful lift and contouring with a perfect, wire-free fit, adjustable straps, and an all-day comfort.

> SHAPE-UP - This non-padded, wire-free regular bra features broad, adjustable straps for a comfortable, light fit all day. Made with dry technology fabric, it wicks away sweat, providing a smooth look and soft, cushiony comfort next to the skin.

> SHEETAL - This triple-stitched, full-coverage bra is made from high-quality cotton with adjustable straps for maximum comfort and fit. It features non-wired, adjustable straps and wider side support panels to prevent rolling and slippage. Ideal for T-shirts, kurtis, and tops, it offers superior comfort, maximum stretch, and an all-day support.

> MISTY - This T-shirt bra, ideal for everyday wear, features a seamless, molded cup design for a sleek look, a comfortable V-neckline with a medium open back, and detachable yet adjustable straps for versatile use. It''s perfect under modern tops, dresses, sarees, and beachwear.

> AMPLE - This T-shirt bra is perfect for everyday wear, featuring a regular fit and comfortable in any weather. Its moulded cups and seamless design offer extra support and a sleek look under clothing, while the V-neckline and medium open-back ensure comfort and confidence. The adjustable, detachable straps make it versatile for various occasions, from sarees to beach parties.

> RIYA - This bra has soft molded foam pads in a cotton-poly blend offers full coverage and maximum support with wire-free, adjustable straps for added comfort. Side support panels contour and enhance cleavage comfortably, while nonwired cups ensure an all-day, poke-free experience.

> ZOYA - This full-coverage bra, made from breathable poly cotton, features soft, adjustable straps, double-layered front for a seamless finish, and non-padded, wire-free cups for perfect fit and comfort. The supportive smooth straps and wide back wings ensure comfort without leaving marks. Ideal for everyday wear under shirts and t-shirts.

> D''SIZN - This non-padded, full-coverage bra, made from 100% organic combed cotton, offers a seamless, wire-free design for comfort and a perfect fit. It provides a youthful lift and contour, featuring adjustable straps and a 2-hook closure for all-day support and confidence. Suitable for T-shirts, Kurtis, sarees, and tops.

> Sportz - This seamless sports bra is crafted from poly-cotton for full stretch and softness against the skin, ensuring exceptional comfort. It features a broad elastic under band for secure grip, designed for high-impact activities. It offers ideal coverage, moisture management, and a natural bust shape, supported by broad shoulders for enhanced fit and support. Ideal for daily wear, it provides metal-free slip-on convenience for a lasting all-day comfort.

Please visit lovableindia.in for https://lovableindia.in/ for details about our products.

D. FUTURE OUTLOOK

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade with the entry of several international players like Marks & Spencer, Guess and Next into the Indian market.

High economic growth has resulted in higher disposable income. This has led to rise in demand for products creating a huge domestic market.

The global economic climate continues to be volatile, uncertainand prone to geo-political risks. Weak consumer sentiment and low commodity prices are expected to affect global growth adversely.

Your Company has achieved a significant growth and has been constantly following emerging market trends and has accordingly from time to time revamped its marketing strategies and product portfolios. The Company is trying to come up with some new products and ranges of inner wears according to changing consumer needs and demand.

Your Company has taken a step to evolve in the super-premium segment of innerwear.

E. RISKS AND CONCERNS

The Company has robust risk management procedures to identify and evaluate risks on an ongoing basis. The identified risks are integrated into the business plan and a detailed action plan to mitigate the identified business risk and concerns is put in place.

The key risks and concern identified by the company and its mitigation plans are:

Availability and Rising Cost of Labour:

The industry is growing at a fast pace, in a highly labour intensive sector and demand for experienced and trained manpower is outstripping supply. The ability to retain existing talent and attract new talent assumes crucial importance. The Company has created long term plans with the objective of motivating employees to create a sense of âbelongingâ and a âfeel good'' environment. The Company has set up robust training centers at various units where newcomers to the labour force receive structured training.

Increase in input and brand-building costs:

The availability of raw materials at reasonable rates is one of the main concerns of the company. However, the company is confident that increases in raw material cost, if and when they occur, can be passed on to consumers because of the strong pricing power of its brands. The company is also aggressively taking steps to monitor and improve productivity, which will mitigate the impact of material cost increases to some extent. The Company is also conscious that in the Media environment of exploding media vehicles and fragmented audiences, the challenges for achieving Brand Reach and delivering effective communication are rising disproportionately. The Company is taking steps to plan and execute media campaigns with higher efficiency and continue to achieve brand salience.

F. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, factories and key business areas. Periodical reports and significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee is headed by an Independent Director and this ensures independence of function and transparency of the process of supervision and oversight. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. The Company conducts its business with integrity and high standard of ethical behavior and in compliance with the laws and regulations that govern its business.

G. HUMAN RESOURCES

Your Company fully values the Human capital; it deploys and credits its success to them. It has been the consistent endeavor of the Company to create a congenial and challenging working atmosphere wherein every employee can develop his own strength and deliver to his full potential.

During the year under review, industrial relations in the factory were cordial and pro-active and all employees and the Union supported productivity and process improvement measures undertaken at all the functions of the Company. Their unstinted co-operation has enabled the unit to achieve continuous growth, both quantitatively and qualitatively. Your Company continued to maintain excellent industrial relations with all its employees and independent job work firms. Adequate safety and welfare measures are in place and your Company will continue to improve the same on ongoing basis.

As of 31^st March, 2024, the Company had 996 employees on its roll.

H. ENVIROMENT, HEALTH AND SAFETY

Your Company places utmost importance on ensuring safety of its employees, visitors to our premises and the communities we operate in.

Your Directors are committed to strict compliance of not just statutory requirements but even more stern internal policies and best practices related to environment, health and safety in all our units. In the year under review, your Company has further strengthened its commitment to workplace compliance by increasing the strength of the workplace Compliance Department to enhance monitoring and control in all these areas.

Environment: Your Company is an environment friendly organization as it is a non-polluting and non-effluent generating manufacturing set-up.

I. SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS COMPARED TO PREVIOUS YEAR

Sr No.	Particulars	Year 2023-24 (%)	Year 2022-23 (%)	Explanation for change
1	Debtors Turnover	3.13	4.61	Lower Sales & Increase in sales realisation period
2	Inventory Turnover	1.10	1.79	Lower Sales
3	Interest Coverage Ratio	11.04	0.93	Increase in Earning
4	Current Ratio	5.48	3.61	Lower credit term from supllier
5	Debt Equity Ratio	0.039	0.02	Marginal Changes
6	Operating Profit Margin (%)	9.33	0.49%	Increase in Margin
7	Net Profit Margin (%)	6.72	-0.08%	Profit in the current year
8	Return on Net worth	2.46	-0.04%	Profit in the current year

CAUTIONARY STATEMENT

Statements in the management discussion and analysis describing the Company''s objectives, projections, estimates and expectations may be considered as âforward looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The factors that might influence the operations of the Company are economic conditions, government regulations and natural calamities over which the Company has no control.

The Company assumes no responsibility in respect of the forward-looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

On behalf of the Board of Directors Lovable Lingerie Limited

Sd/-

Place : Mumbai L Vinay Reddy

Date : 29^th July, 2024 Chairman & Managing Director

(DIN:00202619)

Mar 31, 2023

The Company''s Directors are pleased to present the 36^th Annual Report of the Company, along with the Audited Financial Statements for the financial year ended 31^st March 2023.

FINANCIAL SUMMARY

(Rs. in Lakhs)
Particulars	2022-23	2021-22
Revenue from operations	9,548.73	9,721.95
Operating Expenditure	9,890.48	9,396.57
Profit Before Interest, Tax & Depreciation	(341.75)	325.38
Other Income (net)	584.07	551.24
Finance Costs	50.25	31.97
Profit before Tax and Depreciation	192.07	844.66
Depreciation and amortization expense	195.43	165.54
Profit before Extra-Ordinary Item	(3.36)	679.11
Extra-Ordinary Item	-	_-
Profit before Tax (PBT)	(3.36)	679.11
Provision for Taxation	3.82	107.93
Profit for the year (PAT)	(7.18)	571.18
Surplus brought forward from previous year	9,742.02	9275.98
Amount available for appropriation	9,751.44	9816.02
Appropriations:
Transferred to General Reserve	_-	_-
Dividend (excluding tax)	74.00	74.00
Tax on Interim Dividend	_-	_-
Proposed Dividend on Equity Share Capital	_-	_-
Corporate Dividend Tax on Proposed Dividend	_-	_-
Adj for Depreciation of prior years pursuant to change in useful life	_-	_-
Fair Value Changes on Investments
Balance Carried to Balance Sheet	9,677.44	9742.02
EPS Basic & Diluted- Before Extraordinary Items (in '')	(0.05)	3.86
EPS Basic & Diluted- After Extraordinary Items (in '')	(0.05)	3.86

OPERATIONS

For the financial year 2022-23, the Company recorded a net turnover of '' 9,548.73 lakhs as against '' 9,721.95 lakhs for the financial year 2021-22. The Net Profit Before Tax stood at '' -3.36 lakhs as against '' 679.11 lakhs over last year and Profit After Tax stood at '' -7.18 lakhs for the year as against '' 571.18 lakhs in the last year.

SEGMENT-WISE RESULTS

The Company is engaged in the business of manufacturing garments. Therefore, there is no separate reportable segment.

TRANSFER TO RESERVES

The Board do not propose any transfer to reserve.

DIVIDEND

The Board of Directors does not recommended dividend for the financial year ended on 31st March, 2023.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

Your Company does not have any subsidiary, joint venture or associate Company.

MATERIAL CHANGES AND COMMITMENT

No material changes (except global pandemic situations) and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

ANNUAL RETURN

A copy of Annual Return as provided under section 92(3) and section 134(3)(a) of the Companies Act, 2013 (''the Act'') in form MGT-7 is made available on the website of the Company and can be accessed at https://www.lovableindia.in/Draft-annual-return.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Vindamuri Giriraj (DIN: 09719564) retires by rotation at the ensuing Annual General Meeting (''AGM'') and is eligible for re-appointment. Therefore, the Board of Directors recommend the re-appointment of Mr. Vindamuri Giriraj as Executive Director of the Company.

During the year Mr. Gopal Sehjpal and Mr. Sivabalan P. Pandian vacate their office as Independent Directors of the Company w.e.f. 27th September 2022 upon expiry of their second term as an Independent Director.

During the year, the Company had appointed the following persons:

1. Mr. Rajiv Mathur (DIN: 09639300) as Independent Director of the Company w.e.f 29^th June, 2022.

2. Mr. Amit Pandit (DIN: 02437092) as Independent Director of the Company w.e.f. 12^th August, 2022 and

3. Mr. V. Giriraj (Din: 09719564) as an Executive Director of the Company W.e.f. 29^th August, 2022.

In terms of Section 203 of the Act, the Board has designated the following persons as Key Managerial Personnel of your Company:

â¢ Mr. L Vinay Reddy, Chairman & Managing Director

â¢ Mr. Rajashekara T, Chief Financial Officer (w.e.f. September 15, 2022)

â¢ Mr. Vineesh Vijayan Thazhumpal, Company Secretary and Compliance Officer

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management, and their remuneration.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under Section 149(6) of the Act and under Regulation 25 read with Regulation 16 of Listing Regulations. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 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 of independent judgement and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors and is of the opinion that they fulfil the conditions specified in the Act & Listing Regulations and are independent of the management.

Your Company''s Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Human Resource Development, Industry Knowledge, Technology, digitisation & innovation.

TERMS AND CONDITIONS OF APPOINTMENT

The terms & conditions of appointment Independent Director stipulates the manner of appointment, role & functions, duties, relevant provisions of section 149, 150 and 152 of the Act and ''Guidelines for Professional Conduct'' pursuant to Schedule IV to the Act and are forming part of appointment letter.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted the following committees in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee, and

4. Corporate Social Responsibility Committee.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations"), the Company has put in place a Familiarization Program for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of such program is available on the website of the company www.lovableindia.in and may be accessed through the web link https://www.lovableindia.in/policies

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 6 (Six) times during the year on 30^th May 2022, 29th June 2022, 12^th August 2022, 29^th August 2022, 11^th November 2022 and 14^th February, 2023. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees, and individual directors pursuant to the provisions of the Companies Act 2013, the Corporate Governance requirements as prescribed under regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations and the Guidance note issued by SEBI.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as Transparency, Analytical Capabilities, Performance, Leadership, Ethics and ability to take balanced decisions regarding stakeholders.

PARTICULARS OF LOANS, GUARANTEE, AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements. Refer Note: 3 to the Financial statements.

RISK MANAGEMENT

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website; web link at https://www.lovableindia.in/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and or entered in the Ordinary Course of Business and are at Arm''s Length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions were entered during the year by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

WHISTLE BLOWER MECHANISM / VIGIL MECHANISM

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities and expenditure incurred thereon during the year are set out in "Annexure A" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company; web link https://www.lovableindia.in/policies.

PARTICULARS OF EMPLOYEES

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

â¢ in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

â¢ they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

â¢ they 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;

â¢ they have prepared the annual accounts on a going concern basis;

â¢ they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

â¢ they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PUBLIC DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

LISTING

Your Company''s shares are listed in the BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the annual listing fees have been duly paid.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34(2) of SEBI (LODR) Regulations, the Cash Flow Statement for the year ended 31^st March, 2023 is enclosed as a part of this Annual Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORSStatutory Auditors

M/s. DMKH & Co., a firm of Chartered Accountants were appointed as a Statutory Auditors of the Company for One term of 5 (five) consecutive years to hold office from the conclusion of the 35thAnnual General Meeting held on 27^th September, 2022 until the conclusion of the 40^th Annual General Meeting (AGM) to be held in year 2027.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. D. M. Zaveri & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure C". Reply to the observations made in Secretarial Report: the observation given by the Secretarial Auditor in respect of in respect of delay in submission of intimation of board meeting, dated 11 November 2022 of unaudited financial results for the quarter ended 30 September 2022 to BSE and NSE and of delay in submission of Annual Report for FY-2021-22 with BSE/ NSE was unintentional and was occurred inadvertently and the fine was paid by the Company.

REPORTING OF FRAUD BY AUDITORS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material Orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the Going Concern Status of the Company''s Operation in the future.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, No transfer of Dividend was to be made to Investor Education Protection Fund for the FY 2022-23.

Members who have not encashed their dividend warrants pertaining to the aforesaid years may approach the Company/ its Registrar, for obtaining payments thereof at least 20 days before they are due for transfer to the said fund.

Pursuant to the provisions of the Investor Education Protection Fund (Accounting, Audit, Transfer and Refund) 2016 the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last Annual General Meeting (i.e. September 27, 2022), with the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between the Directors'' Report and the Management Discussion and Analysis, we present below a composite summary of performance and functions of the Company.

OVERALL INDUSTRY

India is well integrated in the value-chain of the Textile Industry from fibre to fashion.

Cotton production in India is projected to reach 7.2 million tonnes (~43 million bales of 170 kg each) by 2030, driven by increasing demand from consumers.

GOVERNMENT INITIATIVES

The Indian government has come up with a number of export promotion policies for the textiles sector. It has also allowed

100 per cent FDI in the Indian textiles sector under the automatic route.

Initiatives taken by Government of India are:

â¢ Scheme for Capacity Building in Textile Sector (SAMARTH) - To address the skilled manpower requirement across textile sector, the scheme was formulated, under the broad policy guidelines of "Skill India" initiative and in alignment with the framework adopted for skilling programme by Ministry of Skill Development and Entrepreneurship. The scheme is approved for implementation till March, 2024.

â¢ Amended Technology Up-gradation Fund Scheme (ATUFS): In order to promote ease of doing business in the country to achieve the vision of generating employment and promoting exports through "Make in India'''' with "Zero effect and Zero defect" in manufacturing, ATUFS was launched in January 2016 to provide credit linked Capital Investment Subsidy (CIS) to units for purchase of benchmarked machinery in different segment of Textile Sectors (excluding spinning). This scheme is effective up to March, 2022.

â¢ National Technical Textile Mission: Creation of National Technical Textiles Mission for a period of 4 years (2020-21 to 2023-24) was approved with an outlay of ''1480 crore for developing usage of technical textiles in various flagship missions, programmes of the country including strategic sectors.

â¢ PM-MITRA: To attract investment for ''Make In India'' initiative and to boost employment generation through setting up of 7 (Seven) PM Mega Integrated Textile Region and Apparel (PM MITRA) Parks in Greenfield/Brownfield sites with world class infrastructure including plug and play facility with an outlay of '' 4445 crore for a period of seven years upto 202728.

â¢ Scheme for Integrated Textile Parks (SITP): The scheme provides support for creation of world-class infrastructure facilities for setting up of textile units.

OVERALL REVIEW

Indian Textile industry can be divided into several segments, some of which can be listed as below:

- Cotton Textiles

- Silk Textiles

- Woolen Textiles

- Readymade Textiles

- Jute and Coir

STRENGTH

- India has rich resources of raw materials for the textile industry. It is one of the largest producers of cotton in the world and also rich in resources of fibres like polyester, silk, viscose etc.

- India is highly competitive in spinning sector and has presence in almost all processes of the value chain.

OPPORTUNITY

- Low per-capita domestic consumption of textile indicating significant potential growth.

- The Domestic market is extremely sensitive to fashion fads and this has resulted in the development of a responsive garment industry, catering to paying and aspirational customers.

- The industry growth will create jobs and generate value, attracting US$ 180 billion in investments.

PERFORMANCE OF THE TEXTILE INDUSTRY

INITIATIVESCapacity building:

In order to steer your company into an aggressive growth path, the Company is looking into enter the mass segment, which had not been fully explored by the Company till date. To meet the expected demand from the mass segment, the company is building new capacity at our Erode Plant with an annual production capacity of 25 lakhs nos., which is 30% of the Company''s total capacity.

Upskilling of Employees:

Of all the factors of production, work force comes first. Upskilling and Reskilling the the work force in tune with the latest technological developments, not only motivates the employees but also increase the productivity and upgrades product standards. Your company, assisted with the Government of India Initiative on Upskilling and Resiklling "Samarth" schemes, set up and tied up with training centres to equip our work force with modern techniques.

New Product Categories and Styles:

Your company has identified the twin routes of deeper & category-leading brand-building & scale-up of production routes to high sales volumes & to be the engines of growth.

Brand LOVABLE

> LE-239 - Anesthetically designed lace enhance the style quotient, engineer for a perfect shape, Full coverage padded bra, Superior soft cotton fabric that feels like a second skin

Brand DAISY DEE

> ZOYA(DD-11) Double layered seamless cups provide smooth finish to your sensuous curves, Crafted from soft cotton fabric that allows the skin to breathe, Moulded and full coverage cups, Styled to give perfect fit and added comfort.

> Claire - Comfortable for yoga, sports & everyday activities, Ultra soft and Durable under band, Wire free for all day comfort, Unique dual tone sports bra to give a perfect fit and added comfort

Please visit lovableindia.in for https://lovableindia.in/ for details about our products.

ENVIROMENT, HEALTH AND SAFETY

Your Company places utmost importance on ensuring safety of its employees, visitors to our premises and the communities we operate in.

Environment: Your Company is an environment friendly organization as it is a non-polluting and non-effluent generating manufacturing set-up.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGOA. Conservation of Energy

Your Company has a vision of being a ''Zero Injury'' organization. The Compass, your Company''s strategic framework, integrates Safety as a non-negotiable value. Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are furnished below:

a. Conservation of Energy:

Additional Investments and Proposals for Reduction of Consumption of Energy: NilTotal Energy Consumption and Energy Consumption per Unit of Production (Form-A and Form B Enclosed).

Conservation of Energy continues to receive increased emphasis at all the units of the Company.

Form - A

Form for Disclosure of particulars with respect of conservation of energy Part âAâ

Particulars	2022-23	2021-22
Power & Fuel Consumption
1. Electricity
a) Purchased Units ( Lacs )	2.97	4.09
Total Cost ( Rs. In Lacs )	39.79	43.86
Rate/Unit (Rs.)	13.38	10.72
b) Own Generation
1) Through Diesel Generator
Units ( Lacs )	0.49	0.45
KWH per unit of fuel	4.67	4.67
Fuel Cost/Unit (Rs.)	16.61	18.46

b. Technology Absorption:

Efforts made in Technology absorption as per Form B: Nil

B. Consumption per unit of Production

Product	Electricity
Product	2022-23	2021-22
Consumption per Unit	0.06	0.06

C. Foreign Exchange Earning and Outgoing

The Company had foreign exchange earnings from Exports during the year was NIL (Previous year NIL). The total amount of outgo on account of foreign exchange utilized by the Company amounted to '' 7.05 lakhs (Previous year '' 11.64 lakhs) mainly on account of import of raw materials, finished goods, Capital Goods, foreign travel.

Foreign exchange earned and outgo during the year ended March 31,2023:		'' in lakhs
Particulars	2022-23	2021-22
Foreign Exchange Earned	-	_-
Exports (FOB)	-	_-
Technical Assistance	-	_-
Total	-	-
Foreign Exchange Outgo	_-	_-
CIF Value of Imports	7.05	11.64
Travelling Expenses	_-	_-
Others	_-	_-
Total	7.05	11.64

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, factories and key business areas. Periodical reports and significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee is headed by an Independent Director and this ensures independence of function and transparency of the process of supervision and oversight. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. The Company conducts its business with integrity and high standard of ethical behaviour and in compliance with the laws and regulations that govern its business.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS COMPARED TO PREVIOUS YEAR

Sr No.	Particulars	Year 2022-23	Year 2021-22	Explanation for change
1	Debtors Turnover	4.61	4.24	Lower sales and increase in sales realization period
2	Inventory Turnover	1.79	2.34	Lower sales
3	Interest Coverage Ratio	0.93	22.25	Lower Earnings
4	Current Ratio	3.61	4.34	Better credits terms from suppliers
5	Debt Equity Ratio	0.02	0.01	Marginal change
6	Operating Profit Margin (%)	0.49%	7.31%	Lower margin
7	Net Profit Margin (%)	-0.08%	5.88%	Loss incurred in the current year
8	Return on Net worth	-0.04%	3.36%	Loss incurred in the current year

OPPORTUNITIES AND THREATS Opportunities:For the apparel industry in general and our market in particular:

â¢ Textile industry to reach $250 billion business size by 2025

â¢ The domestic apparel & textile industry in India contributed to 2.3% to the country''s GDP, 7% of industry output in value terms

â¢ India has a share of 5% of the global trade in textiles and apparel.

â¢ The export of cotton Textiles was $ 17.2 Bn with 39% share registering a growth of 54% and 67% during 2021-22 over FY 2020-21 and FY 2019-20, respectively.

â¢ Increasing urban women population and women corporate workforce

â¢ Increasing brand consciousness and spending on kids

â¢ Higher disposable income

â¢ Increasing online retail.

â¢ Company need to concentrate on new global product.

â¢ Low per-capita domestic consumption of textile indicating significant potential growth.

Threats:

Many major international apparel brands have commenced operations in India realizing that Indian markets are likely to emerge as one of the largest market in the world in the next few decades. Competitive intensity is expected to sustain high.

The domestic apparel & textile industry in India contributes approx. 2% to the country''s GDP, 7% of industry output in value terms. The share of textile, apparel and handicrafts in India''s total exports was 11.4% in 2020-21. India stands as the 3rd largest exporter of Textiles & Apparel in the world.

RISKS AND CONCERNS

The key risks and concern identified by the company and its mitigation plans are:

Availability and Rising Cost of Labour:

The industry is growing at a fast pace, in a highly labour intensive sector and demand for experienced and trained manpower is outstripping supply. The ability to retain existing talent and attract new talent assumes crucial importance. The Company has created long term plans with the objective of motivating employees to create a sense of "belonging" and a ''feel good'' environment. The Company has set up robust training centers at various units where newcomers to the labour force receive structured training.

Increase in input and brand-building costs:

The availability of raw materials at reasonable rates is one of the main concerns of the company. However the company is confident that increases in raw material cost, if and when they occur, can be passed on to consumers because of the strong pricing power of its brands. The company is also aggressively taking steps to monitor and improve productivity, which will mitigate the impact of material cost increases to some extent. The Company is also conscious that in the Media environment of exploding media vehicles and fragmented audiences, the challenges for achieving Brand Reach and delivering effective communication are rising disproportionately. The Company is taking steps to plan and execute media campaigns with higher efficiency and continue to achieve brand salience.

HUMAN RESOURCES

As of 31^st March, 2023, the Company had 1272 employees on its roll.

FUTURE OUTLOOK

High economic growth has resulted in higher disposable income. This has led to rise in demand for products creating a huge domestic market.

The global economic climate continues to be volatile, uncertainand prone to geo-political risks. Weak consumer sentiment and low commodity prices are expected to affect global growth adversely.

Your Company has taken a step to evolve in the super-premium segment of innerwear.

CAUTIONARY STATEMENT

Statements in the management discussion and analysis describing the Company''s objectives, projections, estimates and expectations may be considered as "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The factors that might influence the operations of the Company are economic conditions, government regulations and natural calamities over which the Company has no control.

The Company assumes no responsibility in respect of the forward-looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the significant contribution made by our employees through their dedication, hard work and commitment.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, suppliers, distributors stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

Your Company''s Directors are pleased to present the 31st Annual Report of the Company, along with the Audited Financial Statements for the financial year ended 31st March 2018.

FINANCIAL SUMMARY		(Rs. in Lakhs)
Particulars	2017-18	2016-17
Revenue from operations	17,590.69	19,740.61
Operating Expenditure	16,675.53	17,820.14
Profit Before Interest, Tax & Depreciation	915.15	1,920.47
Other Income (net)	433.83	691.09
Finance Costs	100.23	92.20
Profit before Tax and Depreciation	1,248.75	2,519.36
Depreciation and amortization expense	342.51	339.56
Profit before Extra-Ordinary Item	906.24	2,179.80
Extra-Ordinary Item	1,402.59	398.30
Profit before Tax (PBT)	(496.35)	1,781.50
Provision for Taxation	(258.30)	496.48
Profit for the year (PAT)	(238.05)	1,285.02
Surplus brought forward from previous year	9,671.69	7,976.51
Amount available for appropriation	9,029.44	9,873.89
Appropriations:
Transferred to General Reserve	-	-
Interim Dividend (excluding tax)	-	-
Tax on Interim Dividend	-	-
Proposed Dividend on Equity Share Capital	-	168.00
Corporate Dividend Tax on Proposed Dividend	-	34.20
Adj for Depreciation of prior years pursuant to change in useful life	-	-
Balance Carried to Balance Sheet	9,029.44	9,671.69

EPS Basic & Diluted- Before Extraordinary Items (in Rs.)	7.87	10.02
EPS Basic & Diluted- After Extraordinary Items (in Rs.)	(1.61)	7.65

OPERATIONS

For the financial year 2017-18, the Company recorded a net turnover of Rs. 17,590.69 lakhs as against Rs. 19,740.61 lakhs for the financial year 2016-17, registering a decrease of 10.90%. The Net Profit Before Tax stood at Rs. (496.35) lakhs as against Rs. 1,721.29 lakhs over last year and Profit After Tax stood at Rs. (2384.05) lakhs for the year as against Rs. 1,227.77 lakhs in the last year.

SEGMENT-WISE RESULTS

The Company is engaged in the business of manufacturing garments. Therefore, there is no separate reportable segment.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

Your Company does not have any subsidiary, joint venture or associate Company.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (''the Act'') in prescribed form MGT-9 is enclosed as "Annexure A" to this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Taruna Reddy (DIN: 02787135) will retire by rotation at the ensuing Annual General Meeting (''AGM'') and is eligible for re-appointment. The Board of Directors recommends the re-appointment of Mrs. Taruna Reddy as a Non-executive Director of the Company.

Mr. Gopal Sehjpal (DIN: 00175975), Mr. Anantharaman Mahadevan (DIN: 00165226) and Mr. Sivabalan Pandian (DIN: 01573458) were re-appointed as an Independent Directors of the Company by way of passing special resolution at the 30th Annual General Meeting of the Company.

Mr. Dhanpat Kothari (DIN: 03032242) resigned from the directorship of the Company with effect from August 24, 2017. The Board wishes to place on record its appreciation of services rendered by him during his tenure as the Director of the Company.

Ms. Darsha Sanghvi resigned as the Company Secretary of the Company w.e.f. October 01, 2017. Ms. Divya Shrimali has been appointed as the Company Secretary of the Company w.e.f. February 15, 2018.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted the following committees in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee, and

4. Corporate Social Responsibility Committee.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations"), the Company has put in place a Familiarization Programme for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of such programme is available on the website of the company www.lovableindia.in and maybe accessed through the web link http://lovableindia.in/index.php?route=information/information&information id=69.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 6 (six) times during the year on 29th May 2017, 31st July 2017, 13th September 2017, 6th October 2017, 14th December 2017 and 14th February 2018. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Companies Act 2013, the Corporate Governance requirements as prescribed under regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations and the Guidance note issued by SEBI.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

BUY BACK OF EQUITY SHARES

Pursuant to approval of Board of Directors at their meeting held on October 6, 2017, your Company completed Buy-Back of 20,00,000 equity shares in February 2018 for an aggregate amount of Rs 50,00,00,000/-, being 11.90% of total paid up equity share capital of the Company at Rs. 250 per equity share. The Buy- Back was made from all existing shareholders of the Company as on Decembers, 2017, the record date for the Buy-Back, on a proportionate basis under the Tender Offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made thereunder.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website; web link at http://lovableindia.in/index. php?route=information/information&information id=69. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

WHISTLE BLOWER MECHANISM/VIGIL MECHANISM

A copy of the Policy is available on the website of the Company and may be accessed through the web link http://lovableindia. in/index.php?route=information/information&information id=69.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to women (including outsiders) at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaint Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities and expenditure incurred thereon during the year are set out in "Annexure B" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company; web link httpV/lovableindia.in/index.php?route=information/information&information id=69.

PARTICULARS OF EMPLOYEES

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

â¢ in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

â¢ they have prepared the annual accounts on a going concern basis;

â¢ they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

â¢ they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

LISTING

Your Company''s shares are listed in the BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the annual listing fees have been duly paid.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34(2) of SEBI (LODR) Regulations, the Cash Flow Statement for the year ended 31.03.2018 is enclosed as a part of this Annual Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

Statutory Auditors

M/s. DMKH & Co., a firm of Chartered Accountants were appointed as a Statutory Auditors of the Company for one term of 5 (five) consecutive years to hold office from the conclusion of the 30th Annual General Meeting held on 30th August, 2017 until the conclusion of the 35th Annual General Meeting (AGM) to be held in year 2022, subject to ratification of their appointment at every AGM, if so required under the Act. The Company has received their eligibility certificate subject to Section 139 and 141 of the Act and Rules made thereunder.

The Ministry of Corporate Affairs have, vide its Commencement Notification dated 7th May 2018, inter alia, notified the commencement of section 40 of the Companies (Amendment) Act, 2017, which omitted the proviso to sub-section (1) of section 139 of the Companies Act, 2013, mandating the requirement of annual ratification for Auditors appointment by the Members at every Annual General Meeting.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed Bathiya & Associates LLP, to conduct internal audit reviews for the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. D. M. Zaveri & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure D". The auditor''s report and secretarial auditor''s report for the financial year 2017-18 does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

REPORTING OF FRAUD BY AUDITORS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material Orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the Going Concern Status of the Company''s Operation in the future.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, unclaimed / un-encashed dividend for the FY 2010-11 is due for transfer to IEPF on October 2018. Members who have not encashed their dividend warrants pertaining to the aforesaid years may approach the Company/ its Registrar, for obtaining payments thereof atleast 20 days before they are due for transfer to the said fund.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last Annual General Meeting (i.e. August 30, 2017), with the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

The Companies Act, 2013 and the Listing Regulations have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law.

Mar 31, 2015

To THE MEMBERS OF LOVABLE LINGERIE LIMITED

The Company's Directors are pleased to present the 28th Annual Report of the Company, along with the audited financial statements for the Financial Year ended on 31s'March, 2015.

FINANCIAL SUMMARY

(Rs. in Lakhs)

Particulars 2014-15 2013-14

Revenue from operations 17,249.39 15,952.23

Operating Expenditure 14,828.06 13,241.66

Profit Before Interest, Tax & Depreciation 2,421.33 2,710.56

Other Income (net) 633.24 650.67

Finance Costs 111.40 160.21

Profit before Tax and Depreciation 2,943.17 3,201.02

Depreciation and amortization expense 249.09 315.06

Profit before Tax (PBT) 2,694.08 2,885.96

Provision for Taxation 722.49 770.02

Profit for the year (PAT) 1,971.59 2,115.95

Surplus brought forward from previous year 6,784.80 5,371.84

Amount available for appropriation 8,756.40 7,487.78

Appropriations:

Transferred to General Reserve 196.50 211.60

Interim Dividend (excluding tax) 2,100.02 -

Tax on Interim Dividend 356.90 -

Proposed Dividend on Equity Share Capital - 420.00

Corporate Dividend Tax on Proposed Dividend - 71.38

Adj for Depreciation of prior years pursuant to change in use ful life 24.11 -

Balance Carried to Balance Sheet 6,078.87 6,784.80

EPS Basic & Diluted- Before Extraordinary Items (in Rs.) 11.74 12.59

EPS Basic & Diluted- After Extra ordinary Items (in Rs.) 11.74 12.59

OPERATIONS

For the financial year 2014-15, the Company recorded a net turnover of Rs. 17,249.38 lakhs as against Rs. 15,952.23 lakhs for the financial year 2013-14, registering an increase of 8.13%. The Net Profit Before Tax stood at Rs. 2694.08 lakhs as against Rs. 2885.96 lakhs over last year and Profit After Tax stood at Rs. 1971.59 lakhs for the year as against Rs. 2115.94 lakhs in the last year.

SEGMENT-WISE RESULTS

The Company is engaged in the business of manufacturing garments. Therefore, there is no separate reportable segment.

DIVIDEND

An Interim dividend of Rs. 12.50/- per share was paid during the year which involved a cash flow of Rs. 24.57 crores including dividend tax. Hence, the directors recommend the payment of special dividend to be treated as Final Dividend.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 196.50 lakhs to the general reserve out of the amount available for appropriation and an amount of Rs. 6078.87 lakhs is proposed to be retained in the profit and loss account.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

- they 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;

- they have prepared the annual accounts on a going concern basis;

- they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act1) in prescribed form MGT-9 is enclosed as Annexure "A" to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure B to this Report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ashok Reddy (DIN: 01679165) and Mr. V. T. Bharadwaj (DIN:02918495), stepped down from the Board of the Company w.e.f. March 30, 2015 and April 10, 2015 respectively due to some personal reasons. The Board places on record its appreciation of the invaluable contribution and guidance provided by them.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Anantharaman Mahadevan (DIN: 00165226), Mr. Gopal Sehjpal (DIN: 00175975), Mr. Dhanpat Kothari (DIN: 03032242) and Mr. Sivabalan P. Pandian (DIN: 01573458) were appointed as Independent Directors at the annual general meeting of the Company held on September 25, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. L Jaipal Reddy (DIN: 01539678) retires by rotation and being eligible has offered himself for re- appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The tenure of Mr. L Vinay Reddy (DIN: 00202619), Managing Director of the Company expired on January 31, 2015. The Nomination and Remuneration Committee and the Board of Directors at its Meeting held on February 11, 2015, has re-appointed him as the Managing Director of the Company for a further period of two years from February 1,2015, subject to the approval of the members. Terms and conditions for his re- appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

The tenure of Mr. L. Jaipal Reddy (DIN: 01539678), Whole time Director of the Company expired on January 31,2015. The Nomination and Remuneration Committee and the Board of the Directors at its meeting held on February 11,2015, has re-appointed him as the Whole time Director of the Company for a further period of two years from February 1, 2015, subject to approval of the members by passing Special resolution at annual general meeting. Terms and conditions for his appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Mrs. Taruna Reddy was appointed as an Additional Director with effect from March 30,2015 to hold office up to the date of forthcoming Annual General Meeting.

The resolutions seeking approval of the Members for the appointment/re-appointment of Mr. L Jaipal Reddy, Mr. L Vinay Reddy and Mrs. Taruna Reddy have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Mrs. Taruna Reddy, Mr. L Vinay Reddy and Mr. L Jaipal Reddy.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. R. Govindarajan, Chief Financial Officer and Ms. Darsha Sanghvi, Company Secretary as key managerial personnel of the Company were formalised during the year.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

FAMILIARISATION PROGRAMME FORTHE INDEPENDENT DIRECTORS

In compliance with the requirements of the clause 49 of the Listing Agreement, the Company has put in place a Familiarisation Programme for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of such programme is available on the website of the company www.lovableindia.in and may be accessed through the web link http:// lovableindia.in/ index.php? route= information/information&information id=69.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

EVALUATION OF PERFORMANCE OFTHE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as Transparency, Analytical Capabilities, Performance, Leadership, Ethics and ability to take balanced decisions regarding stakeholders.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTYTRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website; web link at http://lovableindia.in/index.php?route=information/information&information id=69. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm's Length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions were entered during the year by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

WHISTLE BLOWER MECHANISM/VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism in addition to the existing code of conduct that governs the actions of its employees. This Whistleblower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Company's interest / image.

A copy of the Policy is available on the website of the Company and may be accessed through the web link http://lovableindia.in/index.php?route=information/information& information id=69.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company; weblink http://lovableindia.in/ index.php? route=information / information&information id=69.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from 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.

SUBSIDIARY

Your Company does not have any subsidiary Company.

LISTING

Your Company's shares are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the annual listing fees have been duly paid.

CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2015 is enclosed as a part of this Annual Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

Statutory Auditors

M/s Vinod Kumar Jain & Co., Chartered Accountants (FRN: 111513W) were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 25th September, 2014 for a period of three consecutive years, upto the conclusion of 30th Annual General meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure D".

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

SIGNIFICANT AND MATERIALORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS

No significant or material Orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the Going Concern Status of the Company's Operation in the future.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 25,2014), with the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

The new Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law.

Your Company is committed to embrace the new law in letter and spirit. Inline with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

During the year, your Company has adopted new policies and amended existing policies such as Policy on Related Party Transactions, Remuneration Policy CSR Policy and Whistle Blower Policy in line with new governance requirements. These policies are available on the website of the Company. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A Certificate of the CEO and CFO of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

APPRECIATIONS ANDACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

On behalf of the Board of Directors

Lovable Lingerie Limited

Place: Mumbai L Vinay Reddy

Date: August 12, 2015 Chairman

(DIN: 00202619)

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 26th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your Company for the financial year ended, 31st March, 2013. The summarized financial results for the year ended 31st March, 2013 are as under:

Financial Results:

(Rs.In Lacs)

Particulars Current Year Previous Year 2012-13 2011-12

Profit Before Tax & Depreciation 2733.00 2921.50

Depreciation 185.10 150.34

Profit before Tax 2547.90 2771.16

Provision for Taxation 659.38 605.95

Profit after Tax and Depreciation 1889.80 2161.28

Tax/other adjustments (1.28) 3.92

Surplus brought forward 4015.52 2415.83

Profit available for appropriation 5904.04 4581.03

Appropriations:

Transferred to General Reserve 141.70 175.00

Proposed Dividend on Equity Share Capital 336.00 336.00

Corporate Dividend Tax on Proposed Dividend 54.51 54.51

Balance Carried forward 5371.84 4015.52

5904.04 4581.03

EPS Basic & Diluted- Before Extraordinary Items (in Rs.) 11.24 12.89

EPS Basic & Diluted- After Extraordinary Items (in Rs.) 11.24 12.89

Review of Operation

Your Company registered a turnover of Rs. 15,108.64 lacs during the current year as compared to Rs. 13,299.39 lacs during the corresponding previous year. The Profit after depreciation and tax is Rs. 1,889.80 lacs during the current year as compared to Rs. 2,161.28 lacs during the corresponding previous year. Your Directors are continuously looking for avenues for future growth of the Company in Lingerie industry.

Dividend

Your Directors are pleased to recommend an equity dividend of Rs. 2 per equity share of face value Rs. 10/- each for the year ended March 31, 2013.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rules framed thereunder during the year under review.

Subsidiary

Your Company does not have any subsidiary Company.

Listing:

Your Company''s shares are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the listing fees have been duly paid.

Utilization of IPO Proceeds

Pursuant to the provisions of Clause 43A of Listing Agreement with Exchanges, the utilization of net proceeds of the IPO as stated in the Prospectus dated March 15, 2011 and aggregating Rs.. 11327.50 Lacs is as follows:

(Rs.In Lacs)

Particulars Object as per Actual Prospectus Utilization

Amount received from Pre-IPO 2000.00

Amount received from IPO 9327.50

Utilisation of funds upto March 31, 2013

Setting up manufacturing facility to create additional capacity as Bengaluru 2284.93 1,880.46

Expenses to be incurred for Brand Building 1800.00 1,398.67

Brand Development Expenses 600.00 382.49

Investment in Joint Venture 2500.00 0.00

Setting up of Exclusive Brand Outlets ("EBO''s") 1412.18 663.44

Setting up of Retail Store Modules for "Shop-in-Shop" 361.00 342.84

Upgradation of Design Studios 759.52 271.34

General Corporate Purpose 2396.16 0.00

Public Issue Expenses 846.26 755.67

Interim Utilisation of IPO Proceeds upto 31.03.2013 (Rs. In Lacs) Balance Unutilised amount temporarily invested in

Mutual Funds 5632.59

Balance with Banks 0.00

Total 5632.59

Directors

Mr. Dhanpat Kothari, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Mr. Anantharaman Mahadevan, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

None of the Directors of your Company are disqualified under Section 274(1) (g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors'' Report.

Particulars of Employees

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors

Vinod Kumar Jain & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General meeting of the Company and being eligible offer themselves for re-appointment. The Company has obtained the requisite certificate as required under Section 224(1B) of the Companies Act, 1956 to the effect that their re- appointment, if made, will be in conformity with the limits specified under the said section. Your directors recommend their re-appointment as Statutory Auditors of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are furnished in the Annexure - I to this report.

Corporate Governance

Your Company is the follower of Corporate Governance Practice.

A Report on the Corporate Governance, "Management Discussion and Analysis" giving details of the Company''s Business and Operating Results are annexed as part of this Annual Report for the information of shareholders. The Company has also obtained the requisite Certificate from Managing Director of the Company. The Managing Director''s declaration regarding Compliance with Company''s code of conduct for directors and senior management Personnel forms a part of the Report on Corporate Governance.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that- - In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- 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 and of the profit or loss of the Company for that period.

- 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.

- The Directors had prepared the Annual Accounts on a going concern basis.

Green Initiative

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies. Your Company has decided to join the MCA in its environment friendly initiative.

Accordingly, Company adopts to send documents such as notices of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (DP) with whom they are having Demat A/c. or send the same to the Company via e-mail at:- corporate@lovableindia.in. We solicit your valuable co-operation and support in our endeavour to contribute our bit to the environment.

Employee Relations

Good work culture and cordial employer-employee relationship has been a constant effort of the Company. The Board wishes to place on record, its sincere appreciation to all the employees in the Company for their sincere efforts, dedication and valuable contribution in the overall development of the Company.

Transfer of Unpaid/ unclaimed Amounts to Investor Education Protection Fund (IEPF)

During the Year, there were no amounts which remains unpaid/ Unclaimed for a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

Trade Relation

Your Company continued to receive unstinted support and co-operation from its retailers, stockiest, suppliers of goods/services, clearing and forwarding agents and all others associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners.

Cost Auditors

The Central Government vide its notification dated January 24, 2012 under the Companies (Cost Audit Report) Rules, 2011 directed the Company to get the cost accounting record audited by Practising Cost Auditor for the financial year 2012-13 and submit the cost audit report to the Ministry of Corporate Affairs.

The Company had appointed Mr. Sushil Kumar Agarwal of M/s. S. K. Agarwal & Associates, Practising Cost Accountants as a Cost Auditor, for issue of Cost Audit Report for the Financial Year 2012-13.

The Cost Audit Report for the financial year ended 31st March, 2013 will be filed within the prescribed period.

Acknowledgements

Your Directors express their deep and sincere appreciation for the continued co-operation and valuable support extended to the Company by the esteemed shareholders, customers, business partners, vendors, financial / investment institutions and commercial banks during the year under review and look forward to receive greater measure of the same.

For and on behalf of the Board of Director

Lovable Lingerie Limited

Place: Mumbai L. Vinay Reddy Lattupalli Jaipal Reddy

Date: May 28, 2013 (Chairman and Managing Director) (Whole Time Director)

Mar 31, 2012

The Directors are pleased to present the 25th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2012. The summarized financial results for the year ended 31st March, 2012 are as under:

Financial Results:

(Rs. In Lacs)

Particulars Current Year Previous Year 2011-12 2010-11

Profit Before Tax & Depreciation 2921.50 1992.83

Depreciation 150.34 142.21

Profit before Tax 2771.16 1850.62

Provision for Taxation 609.87 438.47

Profit after Tax and Depreciation 2161.28 1412.15

Tax / other adjustments 3.92 (3.10)

Surplus brought forward 2415.83 1675.63

Profit available for appropriation 4581.03 3084.68

Appropriations:

Transferred to General Reserve 175.00 10.00

Utilised for issue of Bonus Shares - 365.00

Proposed Dividend on Equity Share Capital 336.00 252.00

Corporate Dividend Tax on Proposed Dividend 54.51 41.85

Balance Carried forward from previous year 4015.52 2415.83

4581.03 3084.68

EPS Basic & Diluted- Before Extraordinary Items (in Rs.) 12.89 12.26

EPS Basic & Diluted- After Extraordinary Items (in Rs.) 12.89 12.26

Review of Operation

Your Company registered a turnover of Rs.13299.39 lacs during the current year as compared to Rs.10148.50 lacs during the corresponding previous year. The Profit after depreciation and tax has increased during the year to Rs.2161.28 lacs compared to Rs.1412.15 lacs of previous year. Your Directors are continuously looking for avenues for future growth of the Company in Lingerie industry.

Dividend

Your Directors are pleased to recommend an equity dividend of Rs.2 per equity share of face value Rs.10/- each for the year ended March 31,2012.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rules framed there under during the year under review.

Subsidiary

Your Company does not have any subsidiary Company.

Listing:

Your Company's shares are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the listing fees have been duly paid.

Utilization of IPO Proceeds

Pursuant to the provisions of Clause 43A of Listing Agreement with Exchanges, the utilization of net proceeds of the IPO as stated in the Prospectus dated March 15,2011 and aggregating Rs. 11327.50 Lacs is as follows:

(Rs. In Lacs)

Particulars Object as per Actual Prospectus Utilization

Amount received from Pre-IPO 2000.00

Amount received from IPO 9327.50

Utilisation of funds upto March 31, 2012

Setting up manufacturing facility to create additional capacity as Bengaluru 2284.93 1472.65

Expenses to be incurred for Brand Building 1800.00 684.38

Brand Development Expenses 600.00 9.18

Investment in Joint Venture 2500.00 -

Setting up of Exclusive Brand Outlets ("EBO's") 1412.18 107.00

Setting up of Retail Store Modules for "Shop-in-Shop" 361.00 155.14

Upgradation of Design Studios 759.52 -

General Corporate Purpose 2396.16 -

Public Issue Expenses 846.26 755.67

(Rs. In Lacs)

Interim Utilisation of IPO Proceeds upto 31.03.2012 (Rs. In Lacs) Balance Unutilised amount temporarily invested in

Mutual Funds 8143.49

Balance with Banks 0.00

Total 8143.49

Directors

Mr. Anantharaman Mahadevan was appointed as an Additional Director of the Company by passing a resolution through circulation Dated 22nd September, 2011. In terms of Section 260 of the Company's Act, 1956 read with the Articles of Association of the Company, Mr. Anantharaman Mahadevan would hold office only upto the forthcoming Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 along with the requisite fees proposing appointment of both of them as Directors of the Company at the said Annual General Meeting.

Mr. Sivabalan Paul Pandian director of is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment the company.

Mr. Gopal Sehjpal director of is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment the company.

None of the Directors of your Company is disqualified under Section 274(l)(g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors' Report.

Particulars of Employees

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are furnished in theAnnexure-1 to this report.

Corporate Governance

Your Company is a follower of sound Corporate Governance Practices.

A Report on the Corporate Governance, "Management Discussion and Analysis" giving details of the Company's Business and Operating Results are annexed as part of this Annual Report for the information of shareholders. The Company has also obtained the requisite Certificate from Managing Director of the Company. The Managing Director's declaration regarding Compliance with Company's code of conduct for directors forms a part of the Report on Corporate Governance.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- The Directors had 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 at the end of the financial year and statement of profit or loss of the company for that period.

- 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.

- The Directors had prepared the Annual Accounts on a going concern basis.

Green Initiative

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Your Company has decided to join the MCA in its environment friendly initiative.

Accordingly, company adoopt to send documents such as notices of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D. P. ) with whom they are having Demat A/c. or send the same to the Company via e-mail at:- corporate@lovableindia.in. We solicit your valuable co-operation and support in our endeavour to contribute our bit to the environment.

Employee Relations

The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and contributions in the current Challenging Scenario.

Transfer of Unpaid/ unclaimed Amounts to Investor Education Protection Fund(IEPF)

During the Year, there were no amounts which remains unpaid/ Unclaimed For a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

Trade Relations

Your Company continued to receive unstinted support and co-operation from its retailers, stockiest, suppliers of goods/services, clearing and for-warding agents and all others associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners.

Auditors

The Auditors, M/S Attar & Company, the retiring auditors of the Company, have conveyed their inability to seek re-appointment as the Statutory Auditors of the Company due to Pre-occupation. The Directors placed on record their appreciation of the valuable services rendered by M/s. Attar & Company as Auditors. In view thereof the Board has recomended, subject to approval of Shareholders, Vinod Kumar Jain & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting. Vinod Kumar Jain & Co., Chartered Accountants, have informed the Company that they are eligible to act as the Statutory Auditors, if appointed.

Cost Auditors

The Central Government vide its notification dated 3rd June, 2011 under the Companies (Cost Accounting Record) Rules, 2011 directed the Company to maintain the Cost accounting record for the financial year 2011-12 and obtain the Compliance Report from the practicing cost auditor and also ordered dated 24th January, 2012 and the Companies (Cost Audit Report) Rules, 2011 directed the Company to get the cost accounting record been audited by Practising Cost Auditor for the financial year 2012-13 and submit the cost audit report with Ministry of Corporate Affairs.

The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S. K. Agarwal & Associates, Practising Cost Accountants as a Cost Auditor, for issue of Compliance Report for the financial Year 2011-12 and Cost Audit Report for the Financial Year2012-13.

The Compliance Report for the financial year ended 31st March, 2012 will be filed within the prescribed period.

Appreciations

The Directors are sincerely thankful to you - the esteemed shareholders, customers, business partners, financial / investment institutions and commercial banks for the faith reposed and valuable support provided by them in the Company and its Management. The Directors wish to place on record the co- operation extended and the solidarity shown by the employees. For and on behalf of the Board of Director

Lovable Lingerie Limited

Place: Mumbai L.Vinay Reddy Lattupalli Jaipal Reddy

Date: May 14, 2012 (Chairman and Managing Director) (Whole Time Director)

Mar 31, 2011

The Members,

The Directors are pleased to present the 24th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2011.The summarized financial results for the year ended 31st March, 2011 are as under:

Financial Results: (Rs In Lacs)

Particulars Current Year Previous Year

2009 - 2010 2010-2011

Profit Before Tax & Depreciation 1987.92 1556.98

Depreciation 137.30 130.69

Profit before Tax 1850.62 1426.19

Provision for Taxation 438.47 345.63

Profit after Tax and Depreciation 1412.15 1080.66

Tax/other adjustments (3.10) (76.51)

Surplus brought forward 1675.63 1161.32

Profit available for appropriation 3084.68 2165.47

Appropriations

Transferred to General Reserve 10 10

Utilised for issue of Bonus Shares 365 392.38

Proposed Dividend on Equity Share Capital 252 75

Corporate Dividend Tax on Proposed Dividend 41.85 12.46

Balance Carried forward from previous year 2415.83 1675.63

3084.68 2165.47

EPS Basic & Diluted- Before Extraordinary Items (in Rs) 12.26 9.38

EPS Basic & Diluted- After Extraordinary Items (in Rs) 12.26 9.61

Review of Operation

Your Company registered atum over of Rs10403.69 lacs during the current year as compared to Rs8695.35 lacs during the corresponding previous year. The Profit before depreciation and tax has increased during the year to Rs1987.92 lacs compared to Rs1556.98 lacs of previous year. Your Directors are continuously looking for avenues for future growth of the Company in Lingerie industry.

Dividend

Your Directors are pleased to recommend an equity dividend of Rs1.5 per equity share of face value Rs10/- each forthe year ended March 31,2011.

Share Capital

During the year under review, the Company has increased its Authorised Share Capital from ^11,00,00,000 divided into 1,10,00,000 Equity Shares of Rs10 each to Rs18,00,00,000 divided into 1,80,00,000 Equity Shares of Rs10 each at the Members' meeting held on 20th September, 2010.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rulesframed there under during the year review.

Listing:

Your Company's shares are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the listing fees have been duly paid.

Utilization of IPO Proceeds

The Company has raised Rs 113.275 Crores from the allotment of 55,50,000 Equity Shares in the last quarter of the year through an initial Public Offer (IPO) and still the amount is not utilized except for IPO expenses.

Directors

Mr. Sivabalan Paul Pandian and Mr. Gopal G. Sehjpal were appointed as an Additional Directors of the Company at a Board Meeting held on 20th September 2010. In terms of Section 260 of the Company's Act, 1956 read with the Articles of Association of the Company, both Mr. Sivabalan Paul Pandian and Mr. Gopal G. Sehjpal would hold office only upto the forthcoming Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 along with the requisite fees proposing appointment of both of them as Directors of the Company at the said Annual General Meeting.

Mr. Dhanpat M Kothari director of is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment the company.

None of the Directors of your Company is disqualified under Section 274(l)(g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors' Report.

Particulars of Employees

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors

Attar & Company, Chartered Accountants, having its office at 228/229, Sai Vihar, Sai Park, Shivaji Path, Kalyan, Maharashtra, will retire at the ensuing Annual General meeting of the Company and being eligible offer themselves for re-appointment. The Company has obtained the requisite certificate as required under Section 224(1B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with the limits specified under the said section.

Your directors recommends their re-appointment as Statutory Auditors of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988,arefurnishedintheAnnexure-ltothis report.

Corporate Governance

The Company is committed to principles of good governance, as it firmly believes that good corporate governance is the adoption of best practices to ensure that the company operates not only within the regulatory framework, but is also guided by broader business ethics. It also espouses and practices a wide spectrum of Corporate Sustainability initiatives as also Affirmative Action across locations.

The Company is committed to maintain the good standard of Corporate Governance and adhere to the Corporate Governance requirements set out in the listing. The Company has also implemented several best corporate govemance practices as prevalent world wide.

The Board of Directors supports the Broad Principles of Corporate Governance in addition to the basic governance issues; the Board lays strong emphasis on transparency accountability and integrity.

Further separate Management Discussion and Analysis Report covering wide range of activities such as outlook, performance of the Company etc is also enclosed.

Certificate from Managing Director and Chief Financial Officer as require under Clause 49 of the Listing Agreement and a declaration by Managing Director in compliance with the Code of Conduct and ethics is obtained. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Directors'ResponsibilityStatement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- The Directors had 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 ofthe company atthe end ofthefinancialyearand of the profit orlossofthe company for that period.

- 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.

- The Directors had prepared the Annual Accounts on a going concern basis.

Employee Relations

Continued emphasis on development of human resources and creation of good work culture has remained focus of your Company. Relations between the employees and the management continued to be cordial during the year. Your Directors and Management express happiness for the commitment shown by the employees. The Board wishes to express its deep appreciation to all employees of your Company for their dedicated services during the year.

Trade Relation

Your Company continued to receive unstinted support and co-operation from its retailers, stockiest, suppliers of goods/services, clearing and for-warding agents and all others associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners.

Acknowledgements

Your Directors wish to thank all stakeholders and business partners, your Company's bankers, financial institutions, medical profession and business associates for their continued support and valuable co- operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

Place: Mumbai For and on behalf of the Board of Directors

Date: 30th May, 2011 Lovable Lingerie Limited

Sd/- Sd/-

Vinay Jaipal Reddy Lattupalli Jaipal Reddy

(Chairman and Managing Director) (Whole Time Director)

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