Your Directors have pleasure in presenting to you their 32^nd Annual Report together with the Audited accounts of the Company for the year ended 31^st March, 2024 and the Auditors’ Report thereon

1. FINANCIAL RESULTS:

The summarized working results for the year ended 31.03.2024 as compared with the earlier year are as under:

2. PERFORMANCE:

The Company has earned a total income of Rs.3552.25 Lakhs during the year 2023-24 and made a profit before tax of Rs.50.10 Lakhs against 51.90 lakhs in 2022-23. Rising disposable income levels among consumers coupled with changing fashion trends have propelled demand for leather-based goods globally including from countries like China; this is expected to drive growth of the market over the next few years.

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 31^st March, 2024 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, 2024. 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:

During the year under review, the Company did not advance any loans, offer guarantees, or provide security as outlined in Section 186 of the Act. However, the Company invested Rs. 140.31 lakhs in the Canara Rebeco Gold Saving Fund and Rs. 0.09 lakhs in quoted shares, all within the limits specified under Section 186. For further details on these investments, please refer to the Company’s financial statements.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises five Directors: two are Non-Executive Independent Directors, one is a Non-Executive Director, one is an Executive Whole-Time Director, and one is the Managing Director.

Mr. Ravindran Varadarajan was appointed as a Non-Executive Independent Director of the Company, effective November 10, 2023, during the Board meeting held on that date. Additionally, Mr. Kavinesan I.M. was appointed as a Non-Executive Director of the Company, effective March 6, 2024, during the Board meeting held on that date. Accordingly, the Board recommends passing the Ordinary Resolutions concerning their appointments, as set out in Item Nos. 2 and 3 of the Notice convening the Meeting.

In accordance with Section 203 of the Companies Act, 2013, the Whole-Time Key Managerial Personnel (KMP) as of the date of this report are Mr. RM Lakshmanan, Managing Director; Mr. M. Nagendra, Chief Financial Officer; and Mrs. Ritu Sharma, Company Secretary.

11. BOARD MEETINGS:

During the financial year under review, five Board Meetings were held on the following dates: May 25, 2023; August 07, 2023; November 10, 2023; February 12, 2024; and March

06, 2024. The intervals between these meetings were within the limits prescribed by the Companies Act, 2013. Details of the meetings and directors' attendance are provided below:

1. Mr. Dhansing Jayapal resigned from the Board effective February 26, 2024.

2. Mr. Ravindran Varadarajan was appointed as a Non-Executive Independent Director of the Company, effective November 10, 2023, during the Board Meeting held on that date.

3. Mr. Kavinesan I.M. was appointed as a Non-Executive Director of the Company, effective March 6, 2024, during the Board Meeting held on that date.

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 Director’s Database managed by the Indian Institute of Corporate Affairs.

13. COMMITTEES OF THE BOARD:

A) AUDIT COMMITTEE:

The Audit Committee consists of four (4) 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 Company’s risk management strategy. It reviews the Company’s 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.

During the financial year under review, four (4) Audit Committee meetings were held on the following dates: 25th May 2023, 7th August 2023, 10th November 2023, and 12th February 2024.

All recommendations made by the Audit Committee were accepted by the Board of Directors.

The present Audit Committee consists of the following Directors. Details of the meetings and directors' attendance are provided below:

1. Mr. Dhansingh Jayapal ceased to be a member of the Audit Committee following his resignation, effective 26th February 2024.

2. Mr. Ravindran Varadarajan was appointed as a member of the Audit Committee, effective 10th November 2023.

3. Mr. Kavinesan I.M. was appointed as a member of the Audit Committee, effective 6th March 2024.

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 director’s 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 three times during the year under review—on 25th May 2023, 10th November 2023, and 6th March 2024-—to review and recommend the appointment of Directors, Company Secretary etc.

The present Nomination and Remuneration Committee consists of the following members. Details of the meetings and directors' attendance are as follows:

1. Mr. Dhansingh Jayapal ceased to be a member of the Nomination and Remuneration Committee following his resignation, effective 26th February 2024.

2. Mr. Ravindran Varadarajan was appointed as a member of the Nomination and Remuneration Committee, effective 10th November 2023.

3. Mr. Kavinesan I.M. was appointed as a member of the Nomination and Remuneration Committee, effective 6th March 2024.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE: PENDING

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 under review, the Committee held four meetings on 4th July 2023, 27th October 2023, 12th December 2023, and 29th December 2023, all of which were attended by its members. The Company did not receive any grievances or complaints during the year.

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

1. Mr. Dhansingh Jayapal ceased to be a member of the Nomination and

Remuneration Committee following his resignation, effective 26th February 2024.

2. Mr. Ravindran Varadarajan was appointed as a member of the Nomination and Remuneration Committee, effective 10th November 2023.

3. Mr. Kavinesan I.M. was appointed as a member of the Nomination and

Remuneration Committee, effective 6th March 2024.

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. DIRECTOR’S 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:

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

b) 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.

c) 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;

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

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

f) 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.Darpan & Associates, Chartered Accountants, [Firm Registration No. 016156S], were appointed as Statutory Auditors of the Company at the 31^st Annual General Meeting held on 27^st September, 2023 to hold office for a term of five years till the conclusion of 36^thAnnual General Meeting of the Company. The Board was authorized to fix such remuneration as may be recommended by the Audit Committee in consultation with the Auditors.

Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and the remuneration for the financial year 2023-24 is as per notes to the financial statement.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The remuneration paid for the financial year 2023-24 is as per notes to the financial statement.

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 oversee and ensure the effectiveness of the Management’s financial reporting process. This involves ensuring accurate and timely disclosures with the highest standards of transparency, integrity, and quality in financial reporting. The Committee supervises the work conducted by Management, as well as the internal and statutory auditors. For the year 2023-24, a qualified Chartered Accountant has been appointed as the Internal Auditor to carry out the 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 the provisions of Section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. 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, 2024. The Secretarial Audit Report is annexed to this report as Annexure - A.

There are no qualifications or adverse remarks in the Secretarial Auditors’ Report which require any clarification/ explanation.

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 Company’s 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 arm’s 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 arm’s 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:

Compliance with the corporate governance provisions outlined in Parts C, D, and E of Schedule V of SEBI (LODR) Regulations, 2015, is not applicable to the Company, as its paid-up equity share capital did not exceed Rs.10 crores and its net worth did not exceed Rs. 25 crores as of the end of the previous financial year. Therefore, a Report on Corporate Governance is not provided.

Regarding Part F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there are no shares held in the 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 2024-25 to the BSE Limited where the company’s 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. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

In compliance with provisions of Section 177 of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has constituted Vigil Mechanism/Whistle Blower Policy for Directors, employees and vendors of the Company. The Whistle Blower Policy enables the Directors, employees and vendors to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or ethics Policy, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner. The said policy is available at the Company’s website at https://www.euroleder.com

We further affirm that no employee has been denied access to the audit committee during the year 2023- 24.

31. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

As per Regulation 21 of SEBI (LODR) Regulations, 2015, amendments regulation with effect from 10/01/2020, the provisions of this regulation shall be applicable to top 1000 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 us since we are not falling under the category of top 1000 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, it’s 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:

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.

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:

During the year 2023-24, we continued the sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous year, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, https://www.euroleder.com

Electronic copies of the Annual Report 2023-24 and Notice of the 32^nd AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s)

Pursuant to the various circulars issued by the Ministry of Corporate Affairs in 2020, 2021, 2022 and 2023 collectively named as MCA circulars in respect of holding of AGM through Video Conferencing and SEBI Circulars also in respect of holding of AGM through Video Conferencing and in the recent Circular No 09/2023 dated 25.09.2023 MCA has extended the time period for holding of AGM / EGM for passing of Ordinary/ Special Resolution through Video Conferencing. Hence we conduct our 32^nd AGM through video conferencing.

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 32^nd 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 32^nd AGM through VC/OAVM Facility and E-Voting during the 32^nd AGM.

The Notice of the 32^nd AGM and Annual Report for the year 2024 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 32^nd AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting as set out in the Notice of 32^nd 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 requirement of the Prevention of Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. Internal complaints committee (ICC) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has not received any complaint of Sexual harassment during the year 2023-24 under review

37. NON APPLICABILITY OF STATEMENT OF DEVIATION(S) OR VARIATION(S)

UNDER REGULATION 32 OF SEBI (LODR) REGULATION, 2015

Your Company confirms that there have been no deviations or variations in the use of the proceeds from the Initial Public Offer (IPO), as required under Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company also affirms that the IPO proceeds have been utilized for the purposes outlined in the prospectus. Consequently, the Statement of Deviation(s) or Variation(s) is not applicable to the Company.

38. CAUTIONARY STATEMENT:

The cautionary Statement in this Report, more particularly those which relate to Management Discussion and Analysis as explained in the Directors Report, describing the Company’s business overview, projections, operational performances, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances

39. 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 the growth of the Company.

For and on Behalf of the Board of Directors EURO LEDER FASHION LIMITED

Place: Chennai RM.Lakshmanan P.Shanmathy

Date: 24^th July, 2024 Managing Director Director

PIN: 00039603) (DIN: 09743522)