Libas Consumer Products Ltd Directors Report

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

( in lakh)

The key highlights of the Companys performance based on the Standalone accounts as on March 31, 2025 are reflected as under:

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

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

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

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

Net Profit Margin (%): The Net Profit Margin for FY 2024-25 was -2.87% as compared to FY

2023-24 at 0.25%.

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

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

There was no change in business activity during the year.

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

A) Issue of equity shares with differential rights

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

B) Issue of sweat equity shares

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

C) Issue of employee stock

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

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

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

E) Bonus Issue

Your Company had not issued shares as bonus shares.

Your Directors have not recommended Dividend for the year.

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

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

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

10. CONSOLIDATED FINANCIAL STATEMENT

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

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL i. Directors

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

Resigned with effect from closure of business hours on August 14, 2025 and appointed Mr. Diwakar Unikrishna Menon and Mrs. Supriya Ramdas with effect from opening of business hours on August 15, 2025.

The disclosures pertaining to the Equity Shares held and the Remuneration received by the Directors and Key Managerial Personnels during the Financial Year 2024-25 are disclosed in MGT-7 at link https://riyazgangjilibasconsumerproductltd.com/investors.php

Changes in the Board

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

Key Managerial Personnel

12. LISTING FEE

The Company made delay in payment of the applicable listing fee to the National Stock Exchange of India Limited for the Financial Year 2024-25.

13. AUDITORS i. Secretarial Auditor

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

ii. Statutory Auditors

M/s Choudhary Choudhary & Co., Chartered Accountants (FRN.: 002910C) resigned from the post of Statutory Auditor of the company with effect from August 14, 2025 and appointed M/s J. N. Mittal & Co., Chartered Accountants (FRN: 003587N) Statutory Auditor of the company with effect from August 15, 2025, subject to the approval of members in ensuing annual general meeting. The Auditors Report to the shareholders on standalone and consolidated financials for the year ended March 31, 2025 is presented separately and forms part of this report and has certain qualification, observation or adverse comments. During the year under review, the Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013. The Notes to Accounts referred to in the Auditors report are self-explanatory and do not require any further comments.

iii. Internal Auditor

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

14. REPLY TO THE COMMENTS IN THE AUDITORS REPORT AND SECRETARIAL

AUDITORS REPORT Auditors Report

15. DECLARATION BY INDEPENDENT DIRECTORS

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

16. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

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

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

17. BOARD AND COMMITTEE MEETINGS

The Board of Directors meets at regular intervals to discuss the business and compliance matters of the Company. The details of the Meetings of the Board of Directors and the Committees of the Board of Directors and their respective constitution are stated in the Corporate Governance Report (Annexure II) attached which form part of this Boards Report. The Company Secretary of the Company is the Secretary to each of these Committees. Separate Meeting of Independent Directors is conducted during every Year, in terms of the requirements of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further, the Board of Directors have adopted various policies on the functioning and running of the Board of Directors as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which are also available on the website of the Company.

18. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire, each in line with the circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the inputs received from the Directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Independent Directors fulfill the criteria of independence and they are independent of management. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process. It was observed that Mrs. Reshma Ganji, Managing Director of the Company is not attending office and not engaging herself in business affairs of the Company.

19. PUBLIC DEPOSITS

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

20. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

21. CORPORATE GOVERNANCE

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

As required by Regulation 24 of the SEBI (LODR) Regulation, 2015 a detailed Corporate Governance Report is given separately which forms part of this Annual Report. There was a dispute going on between Mrs. Reshma Ganji, Managing Director and Mr. Nishant Mahimtura, Wholetime Director/Mr. Riyaz Ganji, Managing Director. She had filed an application the National Company Law Tribunal (NCLT), Mumbai under Section 241 and 242 read with Section 244 of the Companies Act, 2013 for oppression and mismanagement.

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

22. ANNUAL RETURN

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

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

THE ACT

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

24. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company during the financial year with the related parties are on arms length basis and in the ordinary course of business. During the financial year, there was no material contracts or arrangements entered into by the Company with any of the related party. Your Directors draw attention of the members to Note to the financial statement, which contain particulars with respect to related parties. The policy on dealing with the related party transactions as approved by the Board of Directors is disclosed on the website of the Company. Particulars of contracts or arrangement with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as (Annexure -I) to the Board Report.

25. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

26. SUBSIDIARY, ASSOCIATES OR JOINT VENTURE

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as Annexure -II. This includes highlights of performance of Wholly Owned Subsidiary viz. ‘Libas Consumer Products FZE LLC of the Company. During the year under review, no company has ceased to be subsidiary/joint venture or associate of the Company.

27. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the field of banking, finance, regulatory, administration, legal, commercial vehicle segment apart from compliance of legal requirements of the company. The company has laid down remuneration criteria for directors, key managerial personnel and other employees in the Nomination and Remuneration Committee. The policy, inter-alia includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of directors, KMP and senior management. The Policy is also available on companys website.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

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

29. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONS DURING THE YEAR UNDER REVIEW

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

31. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION, REDRESSAL) ACT, 2011

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

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

33. COMMITTEES OF BOARD

Currently, the board has three committees:

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

34. RISK MANAGEMENT POLICY

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

35. CODE OF CONDUCTAND PREVENTION OF INSIDER TRADING

In compliance with the SEBI regulation on Code of Conduct for Regulating, Monitoring & Reporting Trading by Insiders, the Company has instituted a comprehensive code of conduct for its management staff. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Libas and cautions them on consequences of violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the ethical standards of dealing in company securities. The insider trading policy of the company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website: www.riyazgangjilibasconsumerproductltd.com.

36. INVESTORS RELATION AND GRIEVANCES

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

37. LOAN TO DIRECTORS AND ITS RELATED ENTITIES UNDER SECTION 185 OF THE

COMPANIES ACT, 2013

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

38. PARTICULARS OF EMPLOYEES

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

39. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

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

40. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE

EARNING AND OUTGO

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows: a. The company has no activity involving conservation of energy or technology absorption. b. There is no foreign exchange earnings and outgo.

41. CORPORATE SOCIAL RESPONSIBILITY

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

42. MAINTENANCE OF COST RECORDS

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

43. HUMAN RESOURCES MANAGEMENT

Your Company recognizes that people play a key role in gaining competitive advantage in our industry. Your Company is focused on creating the right working environment for our people to excel. Your Company will continue to work towards improving all aspects of our people practices to be counted among the Great Places to Work. The key pillars of success at Libas Consumer Products Limited from a Human Capital perspective are: Ensuring we have the right people in every role Driving scalable processes to enhance ROI

Creating a culture of learning and Execution

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

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION

(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

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

46. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors have prepared the annual accounts on a going concern basis; and e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. f) Internal Financial Controls have been laid down to be by the Company and that such internal Financial Controls are adequate and were operating effectively.

47. ACKNOWLEDGEMENTS

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