euro leder fashion ltd share price Directors report


TO THE MEMBERS

Your Directors have pleasure in presenting to you their 31st Annual Report together with the Audited accounts of the Company for the year ended 31st March, 2023 and the Auditors Report thereon

1. FINANCIAL RESULTS:

The summarized working results for the year ended 31.03.2023 as compared with the earlier year are as under:

(Rs. in lakhs)

PARTICULARS

For the Year 2022-23 For the Year 2021-22
Total Income 4151.05 3739.04

Less: Total Expenses

4047.85 3643.86

Profit before Depreciation and

Taxation

103.20 95.18

Less: Depreciation

51.30 55.44

Profit before Tax

51.90 39.73
Provision for Tax 13.59 9.20

Profit after Tax

38.31 30.54
Profit brought forward 981.78 951.25
Profit available for appropriation 1020.10 981.78

Profit/Loss carried to Balance

Sheet

1020.10 981.78

2. PERFORMANCE:

The Company has earned a total income of Rs.4151.05 Lakhs during the year 2022-23 and made a profit before tax of Rs.51.90 Lakhs against 39.73 lakhs in 2021-22. Indian leather apparel and accessories sectors revenue is expected to decline by 7-8 per cent in FY 24 mainly due to slowdown in consumer demand in the US and Europe.

The COVID-19 pandemic has had a significant impact on the global leather goods industry and has disrupted both production and demand, as well as logistics, negatively impacting overall leather garments market and your Company was impacted of substantial revenue loss due to decreasing demand from exporting countries like Italy, France, USA.

3. CHANGE IN THE NATURE OF BUSINESS:

Your Company is engaged in the Business of Manufacturing of Leather Garments. There has been no change in the nature of business during the year under review.

4. DIVIDEND:

Your Directors has decided to ploughing back of profits for the year and hence has not recommended any dividend for the year.

5. TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to the reserves.

6. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares. The Authorised share Capital remained the same as previous year. The company during the year had not received any amount towards the calls in arrears and the Paid Up capital as on 31st March, 2023 is Rs.3,90,98,250/-.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company does not have any subsidiary, joint venture or associate company as at March 31, 2023. Hence, the details and performance thereof do not arise

8. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the period under review. Hence, the details relating to deposits covered under the Chapter V is not required to disclose

9. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not advanced any loans, given guarantees and provided security as provided under Section 186 of the Act, during the year under review. However, the Company has invested Rs.149.77 Lakhs in Canara Rebeco Gold Saving Fund and in quoted shares of Rs. 0.09 lakhs which is within the limits specified under section 186 of the Act. For details of investments, please refer the financial statements of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company consists of four Directors out of which two are non- executive Independent Directors, one executive Whole Time Director and a Managing Director.

Pursuant to the provisions of Section 203 of the Companies Act 2013, Mr. RM Lakshmanan, Managing Director, Mr. M. Nagendra, Chief Financial Officer and Mrs. Aakriti Shrama Company Secretary of the Company are the Whole-Time Key Managerial Personnel (KMP) of the Company as on date of this report.

11. BOARD MEETINGS:

Six (6) Board Meetings were held during the financial year under review i.e on 30th May 2022, 11th August 2022, 26th September 2022,11thNovember 2022, 30th January 2023 and 10th February 2023. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013. The details of the meetings and directors attendance are as below:-

S.No Name of the Director

Designation and Category No. of Board Meetings held during the year No. of Board Meetings attended during the year Attendance of Last AGM

1 Mrs.Jayamalini (1)

Director, Non- executive, Independent 6 2 No

2 Mr.Dhansingh Jayapal

Director, Non executive, Independent 6 6 Yes

3 Mr.L.Ramanathan

Executive, Whole time Director 6 6 Yes
Mr. RM Executive, 6 6 Yes
4 Lakshmanan Managing Director

5 Mrs.P.Shanmathy (2)

Director, Non executive 6 3 Yes

6 Avinash Ananthanarayanan (3)

Director, Non executive, Independent 6 3 No

7 Indrakumari.P (4)

Director, Non executive 6 1 No

1. Mrs jayamalini retired from Board upon completion of her term with effect from 20th September, 2022

2. Mrs. P.Shanmathy was appointed as Non executive Independent Director, of the Company with effect from 26th September, 2022 at the Board Meeting held on 26th September 2022 and subsequently her appointment was regularised by the shareholders at the EGM held on 13th April, 2023

3. Mr Avinash Ananthanarayanan retired from the Board upon completion of his five years term as Independent Director with effect from 16th September, 2022

4. Mrs.Indrakumari.P has stepped down from the Board with effect from 16th July, 2022

12. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 ("the Act") that the

Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). All the Independent Directors have registered themselves in the

Independent Directors Database managed by the Indian Institute of Corporate Affairs.

13. COMMITTEES OF THE BOARD:

A) AUDIT COMMITTEE:

The Audit Committee consists of three (3) Directors. All the members of the Audit Committee have accounting, financial and management expertise. The composition, powers, role and terms of reference of the Committee are constituted as per the Section 177 mentioned under the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015).

The Audit Committee reviews the audit reports submitted by the Internal Auditors and Statutory Auditors, financial results, effectiveness of internal audit processes and the Companys risk management strategy. It reviews the Companys established systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 read with Schedule II of the SEBI Regulations, 2015. The Committee is vested with the necessary powers as defined in its Charter, to achieve its objectives.

Five (5) Audit Committee Meetings were held during the financial year under review i.e. on 30th May 2022, 11th August 2022, 11th November 2022, 30th January 2023 and 10th February 2023

All the recommendations made by the Audit Committee were accepted by the Board of Directors. The present Audit Committee comprises of the following Directors and the details of the meeting and directors attendance are as follows:-

Name of the Member

Category Status Meetings
Held Attended

Mrs.Jayamalini (1)

Independent Director Member 5 2

Mr. Dhansingh Jayapal

Independent Director Member 5 5

Mrs.P.Shanmathy (2)

Independent Director Chairman 5 3

Mrs.Indrakumari (3)

Non- executive Director Member 5 -

Mr. Avinash Ananthanarayanan (4)

Independent Director Member 5 -

1. Mrs jayamalini ceased to be a Member of Audit Committee consequent upon her retirement with effect from 20th September, 2022

2. Mrs. P.Shanmathy has been appointed as one of the Member of the Audit Committee with effect from 26th September, 2022

3. Mrs.Indrakumari.P ceased to be a member of Audit Committee consequent upon her resignation with effect from 16th July, 2022

4. Mr. Avinash Ananthanarayanan ceased to be a Member of Audit Committee consequent upon his retirement with effect from 16th September, 2022

B) NOMINATION AND REMUNERATION COMMITTEE:

Term of reference:

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013.

The Board has framed a policy to determine and identify the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also shall carry out evaluation of every directors performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independent of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors and Key Managerial Personnel. The Committee met twice during the year under review i.e on 11th August, 2022 and 26th September, 2022 to determine and recommend the appointment of Directors and Auditors.

The present Nomination and Remuneration Committee Comprises of the following Members and the details of the meeting and directors attendance are as follows:-

Sl No. Name of the Member

Category Status

Meetings

Held Attended

1 Mrs Jayamalini (1)

Independent Director Chairman 2 1

2 Mr. Dhansingh Jayapal

Independent Director Member 2 2

3 Mrs.P.Shanmathy (2)

Independent Director Chairman 2 1

1. Mrs jayamalini ceased to be a member of Nomination and Remuneration Committee consequent upon her retirement with effect from 20th September, 2022

2. Mrs. P.Shanmathy has been appointed as Member of Nomination and Remuneration Committee with effect from 26th September 2022

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee oversees, inter-alia, redressal of Shareholders and Investor grievances, transfer/ transmission/transposition of shares, Split, consolidation, issue of duplicate shares certificates, recording dematerialization/ rematerialization of shares, non-receipt of Annual Reports and related matters.

The committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act to:

Consider and resolve the grievances of security holders.

Consider and approve issue of share certificates, transfer and transmission of securities, etc

During the year, the Committee met twice under review on 11th November, 2022 and 23rd March, 2023 which was attended by Members of the Committee. The Company has not received any grievance / complaint during the year under review.

The present composition and details of the meeting and directors attendance are as follows:-

Sl No. Name of the Member

Category Status

Meetings

Held Attended

1 Mr. Dhansingh Jayapal

Independent Director Member 2 2
2 Mr. L.Ramanathan Whole time Director Member 2 2

3 Mrs.Indrakumari.P (1)

Non- executive Director Member 2 0

4 Mrs. P.Shanmathy (2)

Independent Director Chairman 2 2

1. Mrs.Indrakumari.P ceased to be a member of Stakeholders Relationship Committee consequent upon her resignation with effect from 16th July, 2022

2. Mrs. P.Shanmathy was inducted as one of the Member of Stakeholders Relationship Committee with effect from 26th September 2022

14. CODE OF CONDUCT:

The Board of Directors has adopted a Code of Ethics and Business Conduct for the Directors and Senior Personnel. The Code is a comprehensive one applicable to all Directors, Executive and Non-Executive, and members of Senior Management .The Code has been circulated to all the members of the Board and senior personnel and they have affirmed compliance of the same.

15 . DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors confirm that they have:

1) Followed in the preparation of financial statements, the applicable accounting standards and given proper explanation relating to material departures, if any;

2) selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and Loss Account of the Company for that period.

3) taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities;

4) prepared the annual accounts on a going concern basis.

5) laid down proper internal financial controls in the Company that are adequate and were operating effectively; and .

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

16. STATUTORY AUDITORS:

M/s. J.V Ramanujam & Co., Chartered Accountants, (Firm Registration No. 002947S), Chennai have tendered their resignation from the position of Statutory Auditors due to majority partners of the firm have called for dissolution of the firm and hence unable to continue as Statutory Auditor of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013.

The Shareholders of the Company at their Extra Ordinary General Meeting held on 13th April, 2023 on recommendation of the Board of Directors had appointed M/s.Darpan & Associates, Chartered Accountants, [Firm Registration No. 016156S], Chennai as the Statutory Auditors of the Company in place of casual vacancy caused by the resignation of M/s. J.V Ramanujam & Co., Chartered Accountants, to conduct the audit for the financial year 2022-23 and to hold office up to the conclusion of this Annual General Meeting on such a remuneration as may be mutually decided by the Board of Directors and Auditors.

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s.Darpan & Associates, Chartered Accountants, [Firm Registration No. 016156S], Chennai the present Statutory Auditors of the Company complete their term as Auditors in this Annual General Meeting. In view of the above, M/s.Darpan & Associates, Chartered Accountants, [Firm Registration No. 016156S], Chennai have been appointed as Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company and that the Board be and is hereby authorised to fix such remuneration as may be recommended by the Audit committee in consultation with the Auditors from time to time.

The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company. There are no qualifications or adverse remarks in the Auditors

Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

17. INTERNAL AUDITOR:

The primary objective of the audit committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The committee oversees the work carried out in the financial reporting process by the Management, the internal auditors and the statutory auditors. During the year a qualified Chartered Accountant has been appointed as Internal Auditors of the Company for the year 2022-23 to conduct internal audit functions and activities of the Company.

18. COST AUDIT:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and Audits) Rules, 2014, as amended from time to time, the business activities of the company do not fall under the scope of mandatory cost audit.

19. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed S.Ganesan, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.

The Company has received his written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed they are not disqualified to be appointed as the Secretarial Auditors of the Company for the year ending 31st March, 2023. The Secretarial Audit Report is attached with this report as Annexure- A.

The Secretarial Audit report for the financial year 31st March, 2023 contains observation and clarification by the Board is given as under:

Secretarial Auditors Observation

Managements Reply

As per Section 150(1) of the Companies Act, 2013, the Independent Directors are to conduct Online Proficiency Self- Assessment. Indian Institute of Corporate Affairs (IICA) by complying with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 will conduct this test through this Independent Directors Databank.

The company has noted the non-completion of Proficiency Self-Assessment test by said Independent Directors, informed the consequence and advised the said ID to attempt and complete the Online Proficiency Self-Assessment test conducted by IICA as soon as possible

Every individual whose name is included in the Independent Directors databank under sub-rule (1) shall pass an Online Proficiency Self-Assessment test conducted by IICA within a period of two years from the date of inclusion of his/her name in the databank, failing which, his/her name shall be stand removed from this databank.

The management is confident that the said ID will complete the Proficiency Self- Assessment test conducted by IICA in due course

Mr. Dhansingh Jayapal who has been appointed as an Independent Director on 8th February, 2020 and whose name were included in the databank on 11th March, 2020 were failed to conduct the Online Proficiency Self-Assessment test conducted by IICA within a period of two years from the date of inclusion of his name in the databank. Hence, the IICA may remove the name of Mr. Dhansingh Jayapal from the data bank at any time and consequently he may be considered as only non-executive Director of the Company.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act therefore no detail is required to be disclosed under Section 134 of the Act

20. EXTRACTS OF THE ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.euroleder.com

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders were passed by the regulators or courts or tribunals against the Company, impacting the going concern status and Companys operation in future.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

23. PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration above ceiling limits as per the provisions of Companies Act, 2013. Hence, details of the employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not furnished. Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as

Annexure B.

25. RELATED PARTY TRANSACTIONS:

All the transactions with the related parties were entered into by the Company during the period under review were in the ordinary course of business and at arms length basis. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arms length. All related party transactions are placed before the Audit Committee for review and approval. The details of related party transactions pursuant to clause (h) of sub -section 134 of the Act, is enclosed in Form AOC-2 as Annexure C.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report, emphasizing the business details, is attached and forms part of the report as Annexure - D.

27. CORPORATE GOVERNANCE:

The compliance with the corporate governance provisions as specified in Part C, D & E of Schedule V of SEBI (LODR) Regulations 2015 are not applicable to the company since the Company was having paid-up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crore as on the last day of the previous financial year. Hence, the Report on Corporate Governance is not provided.

Part-F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 - Disclosures with respect to demat suspense account/ unclaimed suspense Account There are no shares outstanding in demat suspense account or unclaimed suspense account

28. LISTING WITH STOCK EXCHANGE:

The company confirms that it has paid the Annual Listing Fees for the year 2023-24 to the

BSE Limited where the companys shares are listed.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility are not applicable to the Company.

30. VIGIL MECHANISM:

In Compliance of Section 177 of Companies Act, 2013, the Company has set up a Whistle Blower policy. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit Committee to report genuine concerns or grievances. Adequate safeguards are in place against victimization of employees who availed the mechanism.

31. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

As per Regulation 21 of SEBI (LODR) Regulations, 2015, as amended the provisions of this regulation shall be applicable to top 500 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Hence it is not applicable to your company as not falling under the category of top 500 listed entities.

However, in the Audit Committee Meeting and Board of Directors Meeting discussed about the elements of risk in different areas of operations and to develop various suitable actions associated to mitigate the risks.

32. ANNUAL EVALUATION:

Pursuant to Section 134 of Companies Act, 2013 and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of

Directors has carried out an annual performance evaluation of the Board, its

Committees and Directors individually and is carried out as per the criteria laid down by the Nomination and Remuneration Committee. Accordingly, as per Schedule V of Companies Act, 2013, the Independent Directors of the Company at their separate meeting evaluated the performance of non-independent directors and the Board as a whole. They also evaluated the performance of Chairman of the Company and flow of information from the Management to the Board.

33. SECRETARIAL STANDARDS:

During the Financial Year, your Company has complied with applicable Secretarial

Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively

34 . CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a certificate received from a Company Secretary in practice is enclosed as Annexure- E

35.GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting

Wednesday, September 27, 2023 at 11.30 am through VC/OAVM facility

Deemed Venue

10, P.P Amman Koil Street, Nagelkeni, Chrompet, Chennai-600044

Financial year April 1, 2022 to March 31, 2023

Book Closure

Thursday, 21st September, 2023 to Wednesday, 27th September, 2023 (both days inclusive)

E-Voting Period

From 9.00 a.m. (IST) on Sunday, 24th September, 2023 up to 5.00 p.m. (IST) on Tuesday, 26th September, 2023

Cut-off date 20th September, 2023
Listing on Stock Exchange BSE Limited

Registrar and Share Transfer Agent

Cameo Corporate Services Limited

ISIN/Scrip code INE940E01011 Scrip Code :526468

Pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021, Circular No. 21/2021 dated December 14, 2021, Circular No. 2/2022 dated May 05, 2022 and Circular No. 10/2022 dated December 28, 2022 (MCA Circulars) and Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/4 dated January 5, 2023 (SEBI Circular) and all other relevant circulars issued from time to time, companies are allowed to hold Annual General Meeting (AGM) through video conference (VC). In compliance with the circulars, the 31st AGM of the company is being held through VC.

In terms of the MCA Circulars since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 31st AGM. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the Members maybe appointed for the purpose of voting through remote e-Voting, for participation in the 31st AGM through VC/OAVM Facility and E-Voting during the 31st AGM.

The Notice of the 31st AGM and Annual Report for the year 2023 will be available on the website of the Company at www.euroleder.com and on the website of the BSE Limited at www.bseindia.com for download

The Company is providing remote E-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for remote E-voting are provided in the Notice.

Members are requested to read the general instructions for accessing and participating in the 31st AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting as set out in the Notice of 31st AGM

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013. During the year under review no complaint has been received.

36. NON APPLICABILITY OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI (LODR) REGULATION, 2015

Your Company confirms that there has been no deviation(s) or variation(s) in the use of the public issue proceeds raised from the Initial Public Offer (IPO) as required to be disclosed under Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The company also submit and state that the IPO proceeds has been utilized for the purpose (s) as stated in the prospectus. Hence, the Statement of deviation(s) or variation(s) is not applicable to the Company.

37. CAUTIONARY STATEMENT:

Statements in "Management Discussion & Analysis" which seek to describe the Companys objectives, projections, estimates, expectations or predictions may be considered to be "forward looking statements" within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include global and Indian demand-supply conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the companys markets, changes in the government regulations, tax regimes, economic developments within India and countries with which the company conducts business besides other factors, such as litigation and other labour negotiations.

38. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their thanks to the Shareholders, Customers, Suppliers, Banks and Government for their valuable assistance and support.

Your Directors wish to place on record their appreciation of the sincere efforts put in by the employees of the Company at all levels.

For and on Behalf of the Board of Directors

EURO LEDER FASHION LIMITED

Place: Chennai

RM.Lakshmanan

P.Shanmathy

Date: 25 th May, 2023

Managing Director

Director

(DIN: 00039603)

(DIN: 09743522)