Lovable Lingerie Ltd Directors Report

And Management Discussion and Analysis

To,

The Members,

Your Companys 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

( Rs. 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 Rs.)	2.89	(0.05)
EPS Basic & Diluted- After Extraordinary Items (in Rs.)	2.89	(0.05)

OPERATIONS

For the financial year 2023-24, the Company recorded a net turnover of Rs. 6,376.02 lakhs as against Rs. 9,548.73 lakhs for the financial year 2022-23. The Net Profit Before Tax stood at Rs. 540.79 lakhs as against loss of Rs.3.36 lakhs over last year and Profit After Tax stood at Rs.428.29 lakhs for the year as against the loss of Rs. 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 (‘the 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 Non-Executive 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 Companys 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 Companys 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 ("NRC") 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 ("NRC") 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), Non-Executive (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 DIRECTORS 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 Companys 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 ‘Guidelines 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) 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. lovable india.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 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.

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 ("the Act") 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 Companys 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 arms 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 Arms 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 Companys 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 "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://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 "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.

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 Companys 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 Companys 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 Auditors 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 "Ind AS".

B. Secretarial Auditors and Auditors Report:

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:

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 ‘Board 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 ‘Annual 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 Boards 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 Companys 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 Rs. 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 ‘Zero Injury organization, your Companys 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 ( Rs. In Lacs )	19.44	39.79
Rate/Unit ( Rs.)	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 ( Rs.)	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
	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 Rs. 2.82 lakhs (Previous year Rs. 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 "Annexure D" 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 countrys 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 countrys 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:

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.

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 Rs. 1,834 crore.

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.

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 Rs. 19,000 crore approximately and generate almost 7.5 lakh new employment opportunities.

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 Rs.4445 crore for a period of seven years upto 2027-28.

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

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 Indias 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:

• Textile industry to reach $250 billion business size by 2025
• The domestic apparel & textile industry in India contributed to 2.3% to the countrys GDP, 7% of industry output in value terms
• India has a share of 5% of the global trade in textiles and apparel.
• Increasing urban women population and women corporate workforce
• Increasing brand consciousness and spending on kids
• Higher disposable income
• Increasing online retail.
• The company needs to concentrate on new global products.
• 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 countrys GDP, 7% of industry output in value terms. The share of textile, apparel and handicrafts in Indias 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

- Indias 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 industrys 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 Companys 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

_ 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; its 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. Its 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 non-wired 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.

_ DSIZN - 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 "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.

F. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Companys 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 Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys 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 Companys 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 Companys 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 : 29th July, 2024	Chairman & Managing Director
	(DIN: 00202619)