Your Directors are presenting the 38th Annual Report of the Liberty Shoes Limited ("Company" or "Liberty") together with the Audited Financial Statements for the financial year ended 31 st March, 2024.

Financial Highlights:

The highlights of the financial statements are as under:-

Review of the operations of the Company:

Your Company has prepared the Financial Statements for the financial year ended March 31, 2024, in terms of Sections 129, 133 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) (the "Act") and Schedule III thereto read with the Rules framed thereunder.

During the financial year 2023-24, Your Company achieved a turnover of ? 63,685.93 Lakhs, reflecting a marginal decline of 2.67% from the previous year's turnover of ? 65,432.70 Lakhs. The Company could have achieved higher turnover had the major untoward fire incident halting movement of finished goods for almost three weeks not happened during the company's peak season. Your company posted a Profit before exceptional items of ? 2,019.15 Lakh for the financial year ended 31 st March 2024 as against ? 1,815.43 Lakh during the previous year, registering a growth of 11.22% despite decline in turnover during the year. Your Company has taken various steps to improve operational efficiency in terms of bringing down the cost of materials, rationalizing cost of goods and process optimization which has resulted in to higher operational profit as compared to the previous year. The exceptional items includes ? 470.14 Lakh on account of value of stock destroyed in fire (net of Insurance — claim receivable), loss on scrapping of fixed assets in fire, loss of third party capital goods destroyed in fire due to massive fire broke out at W&f- Warehouse of the Company in

the month of Feb, 2024.

Your Company has posted net profit of 11,115.75 for the financial year ended 31 st March 2024 as against net profit of ?1,291.13 Lakh during the previous year ended 31st March, 2023.

Your Company, during the year under consideration, has further solidified its position as India's preferred family footwear brand, offering a diverse range of products through its extensive network of Company-owned and exclusive franchise stores besides emergence of nationwide MBO's.. Your Company continues to focus on expansion and increasing its presence in untapped cities/area through its own retail/franchise & Distribution network besides renovating existing stores to elevate customer experience. Your Company has witnessed notable growth in the e-commerce segment where the Company, besides its own portal "libertyshoesonline.com", has partnered with leading E-Commerce players like Amazon, Myntra, Flipkart, AJIO etc. This robust online presence, coupled with an efficient e-commerce network, ensures seamless delivery across the country, providing consumers with convenient access to Company's products no matter where they are located. Further, your Company has also tied up with leading E-commerce players and other retail giant(s) for providing qualitative footwear as per their specification for utilizing Company's manufacturing capacities/strengths & expertise which has resulted into maximizing revenue without compromising with Company's own requirements. Your Company has seen increasing demand/interest in its safety shoes segment which has

significantly contributed to the total turnover of the Company. Your Company's recently diversifies perfume division has also started yielding results with marginal profits and with a positive expectation for exploring newer markets and channels to enhance the division performance in the times to come.

Your company, during last 2/3 years, has observed a significant trend towards premiumization due to increase in discretionary spend. Consumers are increasingly attracting toward high-quality, premium footwear, a trend that has been particularly pronounced in 2023. Retailers, including your company, have reported higher sales of premium, high-priced articles compared to low-priced items. This shift indicates a growing preference for premium products among consumers, reflecting their desire for superior quality and exclusivity. The growing demand for premium footwear has driven an increase in ASP and boosted the share of higher-end products within our brands, including Leap7X launched few years back. This trend emphasize the effectiveness of our ongoing premiumization strategy including promoting product category.

Liberty with its approach of 'Forever Innovative', remains committed to investing in inventive marketing campaigns to reinforce its brand's image with a focus on style, modernity, and youthful appeal. Responding to the growing trend of casual wear. Your Company successfully introduced the "Forever Sneakers" campaign which has garnered a positive reception and significantly enhanced brand perception. Your Company in its true endorsement to the Govt, of India initiative of "Make in India" also productively found its new campaign "Mera Joota Flindustani" underscoring Liberty commitment to local manufacturing and strengthening its connection with customers, enriching their engagement with the brand.

Your Directors believe that the footwear industry holds significant growth potential and Liberty is well-positioned to capitalize on this opportunity and drive future success.

Credit Rating:

During the year under review, CARE Ratings Limited, a leading rating agency, has assigned its Ratings CARE BBB ; (Triple B Plus) in respect of Long-Term banking facilities (comprising Term Loan and Working Capital fund-based facilities) and CARE "A2" ("A" Two) in respect of Short-Term banking facilities (comprising non-fund-based facilities) sanctioned by the Banks to the Company. According to the rating given based on Company's improved liquidity position, the outlook on the Long-Term rating has been assigned stable.

Subsidiary Company their Performance fr Consolidated financial statement:

As on date of this report, there is no Subsidiary, Associate or Joint Venture of the Company.

Appropriations:

Dividend

Since your Company is not among top 1000 listed Companies based on market capitalization (calculated as on 31st March, 2024), therefore the requirement of having the dividend distribution policy as provided under Regulation 43 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) hereinafter referred as "Listing Regulations" in this report, is not applicable to the Company. However, your Company will adopt the same as and when it is applicable on it.

The Board of Directors after considering financial performance and prevailing business environment, decided to reinvest the profits of the Company as growth capital into the business of the Company, therefore did not recommend any dividend for the financial year under review.

Transfer to Reserves

Your Directors proposed to transfer ? NIL (Previous Year ? NIL) to the General Reserves out of the profits available with the Company for appropriations. Accordingly, an amount of ? 1089.87Lakh (Previous Year ? 1,342.60) has been proposed to be retained in the Profit & Loss Account of the Company.

Transfer to Investor Education and Protection Fund

During the year under review, there was no unpaid or unclaimed dividend as well as any corresponding shares were liable to be transferred to the Investor Education and Protection Fund, in compliance with provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended from time to time.

Further as on March 31, 2024, an amount of ? 5.28 Lakh is lying as unpaid or unclaimed dividend which would be liable to be transferred in the year 2029. The details of the abovesaid unpaid or unclaimed dividend and any other unpaid or unclaimed dividend pertaining to any previous years which has been already transferred to IEPF can accessed from the website of the Company i.e. https://investor.libertyshoes.com/

Employees Stock Option Scheme(s)

During the year ended 31st March, 2024,

your Company has not floated any scheme in relation to Employees Stock Option(s) and no such further plans have been initiated at present in this regard.

Nomination and Remuneration Policy

Pursuant to the provisions of the Section 178 of the Act, the Board, on the recommendation of the Nomination and Remuneration Committee ("NRC"), framed and adopted a policy for identifying, recommending, selection and appointment of Directors and KMPs of the Company and remuneration to Directors, KMPs and other employees. The contents of the Policy and evaluation criteria have been stated in the Corporate Governance Report. The updated Nomination and Remuneration Policy is set out in Annexure-I of this Report. The Policy is also available on the website of the Company i.e. www.libertyshoes.com.

Policies on Prevention of Insider Trading

1. Your Company has adopted a code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders in accordance with the provisions of Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code has been adopted with a view to regulate trading in Equity Shares of the Company by the Promoters, Directors, Employees, designated persons and other connected persons. The said Code of Conduct is available on the website of the Company at www.libertyshoes.com. The Code entails the procedures of pre-clearance for dealing in Company's shares and prohibits trading in the shares of the Company by the Promoters, Directors, Employees, designated persons and other connected persons while they are in possession of unpublished price sensitive information ("UPSI") and also during the period when the Trading Window remains closed.

2. Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information under Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code aims at preventing the misuse of UPSI within the Organisation and practice of selective disclosure to the public.

The Board of Directors has ensured the compliance under the stated statutory Guidelines.

[) Familiarization Program

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n Independent Directors and in order to

M M2 understand the business environment, your

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Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies including significant aspects of the industry and its future outlook. Once appointed, the Non-Executive & independent Directors undergo the familiarization program of the Company. The Non executive & independent Directors are also provided with financial results, internal audit findings and other specific documents as sought by them from time to time. They are also made aware of the various policies and code of conduct and business ethics adopted by the Board. Details of familiarization programs extended to the Non-Executive & Independent Directors during the year under consideration are disclosed on the Company website at www.libertyshoes.com.

Risk Management Policy & Risk Management

The Management of the Company has always been consciously reviewing its business operations in accordance with set rules and procedure and if any deviation or risk is found, remedial and effective steps are being taken to minimize the deviation and risk. In line with the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company has developed a Risk Management Policy to build and establish the process and procedure for Identifying, assessing, quantifying, minimizing, mitigating and managing the associated risk at early stage. Policy is aimed to develop an approach to make assessment and management of the risks in financial, operational and project-based areas in timely manner. The main objectives of the Risk Management Policy is inter-alia, to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed, to protect the brand value through strategic control and operational policies and to enable compliance with appropriate regulations wherever applicable, through the adoption of best practices. The Board of Directors of the Company assesses several types of risks which include Business Environment Risks, Strategic Business Risks and Operational Risks etc. The Board of Directors periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined networks. Head of the Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. No risks threatening the existence of the organization have been identified. However, there are other risks against which adequate mitigation plans are prepared.

The Risk Management policy is available on the

Company's website of the Company at https:// investor.libertyshoes.com/doc/statutory_policies/Risk%20 Management%20Policy.pdf.

Whistle Blower Policy (Vigil Mechanism)

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulations 4(2) (d) (iv) and 22 of Listing Regulations, your Company has an effective mechanism of reporting illegal or unethical behavior. The Company has a Whistle Blower Policy (vigil mechanism) wherein the directors, employees, consultants and contractors are free to report violations of laws, rules and regulations or unethical conducts, actual or suspected fraud or violation of the Company's code of conduct or ethics policy to the nodal officer. The mechanism followed is appropriately communicated within the Company across all levels and has been posted on the Notice Board of the Company. The confidentiality of those reporting violations etc. is maintained and they are not subjected to any discriminatory practice. The concern can be reported by sending an e-mail message at the dedicated address viz. ethicscounsellors@libertyshoes.com. Individuals can also raise their concerns directly to the CEO or the Chairman of the Audit Committee of the Company. Any allegation falling within the scope of the concerns are identified, investigated and dealt with appropriately. The Audit Committee periodically reviews the functioning of this mechanism. The Vigil mechanism established in the Company provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism. During the year, no personnel of the Company was denied access to the Audit Committee. The details of establishment of Vigil mechanism/ Whistle Blower Policy of the Company are available at the website of the Company viz. www.libertyshoes.com.

Non-applicability of Maintenance of Cost Records:

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules made there under with respect to the Company's nature of business.

Buy Back of Equity Shares:

Your Company has not undertaken any exercise to buy back its Equity Shares from the shareholders during the year under review.

Public Deposit(s):

The Company has not accepted/renewed any public deposits and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

Re-appointment of Directors to retire by rotation

Sh. Shammi Bansal and Sh. Sunil Bansal, Directors of the Company who will be retiring by rotation at the 38th Annual General Meeting in pursuance of the provisions of Section 152 of the Companies Act, 2013 and being eligible, have offered themselves for the re-appointment at the 38th Annual General Meeting.

Appointment(s) and Cessation of office of Directors

Appointment(s):

(a) The members at the 37th Annual General Meeting held on 30th September, 2023 have approved the following appointments:

i. Sh. Piyush Dixit (DIN: 03514223) as an Independent Director of the Company for a term of 3 years effective from 11th August, 2023 to 10th August, 2026;

ii. Sh. Anand Das Mundhra (DIN: 00167418) as an Independent Director of the Company for a term of 3 years effective from 11th August, 2023 to 10th August, 2026;

(b) On the basis of recommendation of Nomination and Remuneration Committee and based on the report of performance evaluation, the Board of Directors of the Company in their meeting held on 9th August 2024 have approved the reappointments of Sh. Gautam Baid (DIN: 00021400) and Dr. Sujata (DIN: 09289128) for a second term of 3 consecutive years commencing from September 29, 2024 to September 28, 2027 subject to the approval of the members in their forthcoming Annual General Meeting. Accordingly, their candidature(s) along with resolution(s) are being placed in the ensuing Annual General Meeting for re-appointment as an Independent Director of the Company.

Brief Profile of above Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorship/chairmanships between directors inter se as stipulated under Companies Act, 2013, Listing Regulations and Secretarial Standards, is provided in the Annexure A to the Notice.

Appointments/Re-appointments made after the closure of Financial Year

After the closure of the Financial Year 2023-

2024, on the recommendation of Nomination and Remuneration Committee and also Board of Directors, have approved the below re-appointments vide Special Resolutions dated June 21, 2024 passed through Postal Ballot process:

1. re-appointment of Sh. Sunil Bansal (DIN:

00142121), as Executive Director of the Company, for a period of 3 years from 1 st April, 2024 to 31 st March, 2027

2. re-appointment of Sh. Shammi Bansal (DIN: 00138792), as Executive Director of the Company, for a period of 3 years from 1st April, 2024 to 31st March, 2027

3. re-appointment of Sh. Adish Gupta (DIN:

00137612), as Executive Director of the Company, for a period of 3 years from 1st April, 2024 to 31st March, 2027

4. re-appointment of Sh. Ashok Kumar (DIN: 06883514), as Executive Director of the Company, for a period of 3 years from 1st April, 2024 to 31st March, 2027

Cessation of office of Director:

During the financial year, 2023-24, due to pre-occupations, Sh. Arvind Bali Kumar and Sh. Sanjay Bhatia, Independent Directors have tendered resignation from the position of Directorship of the company with effect from 24th May, 2023. Besides above, there were no other reasons for tendering of their resignations. The Board of Directors of the Company in their meeting held on 30th May, 2023 have placed on record appreciation for the contribution made by the above Directors during their respective tenure(s).

The members at the 37th Annual General Meeting held on 30th September, 2023 have approved the removal of Sh. Adesh Kumar Gupta (DIN: 00143192) from the office of Director/Executive Director of the Company with effect from the date of 37th Annual General Meeting i.e. 30th September, 2023.

Cessation of Chief Executive Officer (CEO)

As reported earlier, Sh. Adesh Gupta has ceased to be a Chief Executive Officer of the Company w.e.f. 5th September, 2023 as per the decision of the Board of Directors of the Company taken in their Meeting held on 5th September, 2023.

Key Managerial Personnel

As on March 31, 2024, the following Ýttk persons were the Key Managerial

evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The outcome of the Board evaluation for the financial year under consideration was discussed by the Nomination and Remuneration Committee and Board at their respective meetings held on 30th March, 2024 excluding the director being evaluated.

During the year under review, the Company has complied with all the criteria of Evaluation as evisaged in the SEBI Circular on "Guidance Note on Board Evaluation".

In lines with the provisions of the Companies Act, 2013 and Listing Regulations, separate meeting of the Independent Directors of the Company was held on 30th March, 2024 in the absence of non-independent directors and members of management inter alia to evaluate the performance of the non-independent Directors, Board as a whole of the Company, its committees, Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

Attributes, Qualifications & Independence of Directors and their appointment

The criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules there under, both in respect of Independent Directors and other Directors as applicable, has earlier been approved by the Nomination and Remuneration Committee during the financial year 2015-16 (amended from time to time). The Policy of the Company also provides that Non-Executive Independent Directors be drawn from amongst eminent professionals with experience in business/finance/law/ public administration & enterprises. The Board Diversity Policy of the Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to the Company. Directors are appointed/re-appointed with the approval of the Members for a shorter period say, two to five years only. All Directors, other than Independent Directors, are liable to retire by rotation and are eligible for re-election in terms of the provisions of Articles of Association. The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under section 149 of the Companies, Act, 2013 and Regulation 16 of Listing Regulations.

The Nomination and Remuneration Policy as approved by the Board of Directors of the Company has been attached to this report and also accessible on the website of the Company at www.libertyshoes.com

Material changes and commitments affecting financial position between end of the financial year and date of report

As per the provisions of Section 134(3) (1) of the Companies Act, 2013, no material changes or commitments affecting the financial position have occurred between the end of financial year of the Company to which the financial statements relate to the date of the report.

Change in the nature of Business, if any

There was no change in the nature of business of the Company during the year under review.

Statutory Disclosures

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same.

1. Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ES0S referred to in this report.

4. No settlements have been done with banks or financial institutions.

Internal financial control systems and their adequacy

Liberty's internal financial controls are adequate and operate effectively and ensure orderly and efficient conduct of its business including adherence to its policies, safeguard its assets, prevent and detect frauds and errors, maintain accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. However, the Company has observed few stances of deviations from the existing Corporate Governance guidelines and immediately coming the same in to information of Board/Management Committee, the necessary remedial measures have been taken including actions against the concerned.

The Company has in place a strong and independent Internal Audit Department which is responsible for assessing and improving the effectiveness of internal financial con trol and governance.

To maintain its objectivity and independence, the Internal Audit

function reports to the Chairman of the Audit Committee. The information has been provided in the Management Discussion and Analysis Report in detailed manner.

Declaration by Independent Directors

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that she/he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulations 16 and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further they have confirmed that there was no change in the status of their independence and they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair their ability to discharge their duties. The Board of Directors of the Company also confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) and on the basis of declarations submitted by the Independent Directors with the Company the Board of Directors is having positive outlook towards the integrity and expertise of the Independent Directors.

The Independent Directors of the Company had undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and have registered themselves with the Independent Director's databank as required under the above provisions. Furthermore, they have also renewed their registration with IICA for applicable tenures. The Independent Directors (other than Independent Directors who have appeared and completed the online proficiency self-assessment test) are yet to appear for the online proficiency self-assessment test and hence, the opinion on the aforesaid would be provided in the next year's annual report.

Directors¹ Responsibility statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors, based on the representations received from the management, confirm that:

I) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

^Jwii) they have selected such accounting policies and mlmk applied them consistently and made

judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

Audit Committee and their Recommendations/ Observations

Your Board has a duly constituted Audit Committee in terms of Section 177 of the Companies Act, 2013 read with the Rules framed there under and Regulation 18 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015. The term of reference of the Audit Committee has been approved by the Board. The details pertaining to composition of Audit Committee, no. of meetings held during the year under review, brief term of reference and other details have been included in the Corporate Governance Report, which forms part of this report. The recommendations/observations of the Audit Committee placed before the Board during the financial year ended 31st March, 2024 in respect of matters pertaining to the financial management or any other matter related thereto, were considered and duly accepted by the Board of Directors of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the members at their 36th Annual General Meeting ("AGM") of the Company held on 30th September, 2022 had appointed M/s Pardeep Tayal & Co. Chartered Accountants, Panipat (Firm registration No. 002733N), for a term of 5 (five) consecutive years from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting to be held in the year 2027.

Auditors' Report:

Your Company's Directors have examined the Statutory Auditors' Report issued by M/s Pardeep Tayal & Co, Chartered Accountants on the Annual Accounts of the Company for the financial year ended 31st March, 2024. There is no reservation, qualification or adverse remark made by the Statutory Auditors in their Report and their clarifications, wherever necessary, have been included in the Notes to the Accounts section as mentioned elsewhere in this Annual Report.

During the period under consideration, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Companies Act, 2013.

Secretarial Auditors and their Report

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board of Directors in their meeting held on 30th March, 2024 appointed M/s JVS & Associates, New Delhi a Practicing Company Secretaries, for the financial year 2023-24 for conducting the Audit of secretarial records of the Company and issue their report.

The Secretarial Audit Report in respect of secretarial records of the Company for the Financial Year ended March 31,2024 has been submitted by M/s JVS & Associates and taken on record by the Board of Directors of the Company. The Report of the Secretarial Auditors in Form MR-3 for the financial Year ended 31st March, 2024 is enclosed to this Report. The Board members have examined the above said report and observed that there is no reservation, qualification and adverse remark made by the Secretarial Auditors.

Internal Auditors and their Report

Appointment of Internal Auditors

On the recommendation of Audit Committee, your Board of Directors in their meeting held on 29th May, 2024 had

appointed M/s R.C. Kapoor & Co., Chartered Accountants, New Delhi as internal Auditors of the Company, in accordance with terms of the provisions of Sections 138,179 of the Companies Act, 2013 read with rule 8 of the Companies (Meetings of Board and its Powers), Rules, 2014 and rule 13 of the Companies (Accounts) Rules, 2014 for the financial year 2024-25 for conducting the Internal Audit of the books of accounts and reviewing and ensuring the Internal Control system of the Company and to issue their report. The Internal Auditors have submitted their consent alongwith a confirmation that they are qualified to act as Internal Auditors of the Company.

Internal Audit Report:

The Internal Audit Report in respect of books of accounts and Internal Control system of the Company for the Financial Year ended March 31, 2024 has been submitted by M/s R.C. Kapoor & Co., Chartered Accountants, New Delhi, which has been duly considered and requisite actions were taken by Audit Committee and reports thereon were also taken on record by the Board of Directors of the Company. The Board members have examined the above said report and observed that there is no reservation, qualification and adverse remark made by the Internal Auditors.

Particulars of Loans, Advances, Guarantees and Investments

The Company has not granted any loan, guarantee or made any investments during the year ended 31st March, 2024 under Section 186 of the Companies Act, 2013 and Rules made there under. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements.

Significant and material litigation/orders

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by/against Liberty Shoes Limited under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, the detail of material litigation filed by/against the Company and orders passed therein, if any, have been disclosed in the Note no. 53 to 56 /||jj|

of the Notes to the Financial Statements for the year ended 31st March, 2024.

Transactions with Related Parties

During the year 2023-24, all transactions entered by the Company with related parties as defined under the Companies Act, 2013, Rules made there under, were in the Ordinary Course of Business and at Arm's Length basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors on quarterly basis. Your Company does not have a material unlisted subsidiary as defined under Regulation 16 (1) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors shall formulate a Policy to determine Material Unlisted Subsidiary as and when the relevant provisions for the same are applicable on it in future.

There were no materially significant transactions with related parties during the financial year 2023-24 which were in conflict with interest of the Company. Since all the related party transactions entered in to by your Company were in the ordinary course of business and also on an arm's length basis, therefore details required to be provided in the prescribed Form AOC-2 is not applicable to the Company. However, the Company has been undertaking transactions for last so many years in respect of payment of Royalty/ Franchise fees to few of the related parties after obtaining due prior approval of the concerned regulatory authorities and shareholders under the provisions of Companies Act and SEBI Guidelines. All the related party transactions have been disclosed in the Notes to financial statements as required under IND AS-24 of the Accounting Standard.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board had approved and adopted policies on Related Party Transactions which has been uploaded on the Company's website www.libertyshoes.com under the "investor relations section".

Particulars of Directors and Employees

The information 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, and subsequent amendments thereto, is given in Annexure II and the same forms part of this report.

_ A statement containing the Information of top ten g'jw employees in terms of remuneration drawn as provided

under Section 197 (12) of the

jog-. 1 _______ Companies Act, 2013 read

with rule 5 (2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subsequent amendments thereto, is given in Annexure III and the same forms part of this report. During the financial year 2023-24, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subsequent amendments thereto.

Extract of Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the 'Investors' section of the Company's website i.e. www.libertyshoes.com.

Corporate Social Responsibility (CSR)

For the past three decades, your company has been actively involved in social projects. It has carried out a variety of activities in the areas of education, primary healthcare, communities, ecology, and the environment, among others. It is committed to making a significant and long-lasting difference in building a society that is fair, just, compassionate, and sustainable. With the implementation of new provisions of Section 135 of the Companies Act, 2013, Liberty is committed to further strengthening its effort and activities by demonstrating care for the community through its focus on education and skill development, health and wellness, including treatment for the impoverished, needy, and uninsured, environment sustainability, including the promotion of green initiatives, improvement of the living conditions of inhabitants, and support for disaster relief efforts, among other things. Liberty has long engaged in CSR initiatives. The following are the several CSR projects that your company carried out in the year that is being evaluated:

1. Promotion of Quality education in the Schools and Skill development.

Liberty demonstrates a strong commitment to social responsibility by means of a number of programs that help the general upbringing and schooling of impoverished youngsters living close to its plants and offices. The organization guarantees that kids from low-income families have access to good education, health care, and a healthy diet by means of kind donations and sponsorships. Beyond just producing top-notch students. Liberty's mission is to develop kind, responsible adults who can make a constructive contribution to society. The organization aspires to make the future of the impoverished brighter

and more equitable by providing these young brains with education, healthcare, and necessary resources.

Apart from emphasizing education and growth. Liberty is cognizant of the fiscal difficulties that households have. In an effort to lessen this load, the company donates free books, backpacks, uniforms, and other requirements to schools, guaranteeing that no child is denied an education because of financial difficulties. These extensive charitable endeavours demonstrate Liberty's constant commitment to having a meaningful and long-lasting influence on these kids' lives and helping them to overcome challenges and realize their full potential as capable and independent adults.

2. Promotion of Fitness fr Sports amongst the youth from the community

• Liberty made a contribution to the training of young athletes and archers for participation in national games and the Olympics through various initiatives and plans.

• Liberty contributed for providing vocational training to the special need athletes in collaboration with society-Darpan, an image of Innocence.

• Liberty contributed for the success of Indian Contingent at the 19th Asian Games organized by Indian Olympics Association in New Delhi and enhance Liberty Shoes Ltd.'s reputation as a socially responsible corporate entity.

3. Contribution for Sanitation and Healthcare

The Company is committed to ensure the overall purposes of sanitation by providing a healthy living environment for everyone, by protecting & conserving the natural resources such as surface water, groundwater, soil nearby the plants to create its availability for deprived people of these resources. The Company has focus on conservation of natural resources for use by its own people and people living nearby by putting constant efforts towards improving the lives of those in need.

The Company has also been partnering with other associations/institutions for providing healthcare to needy people and pursuit thereof the company, in collaboration with the Chiranjiv Medical Foundation, continues to provide life-changing support for the "cochlear implant programme" for children who have been diagnosed with early hearing disabilities and who may qualify for surgery to implant a cochlear implant. By staying true to their mission, they help people who

are in extreme need and lessen the effects of emergencies while building a more resilient and caring community. The Company has contributed/provided an ambulance to the community for easy access to the nearby hospital at all time by the needy people.

4. Contribution for disaster management

Liberty has always been sensitive towards the people and Country in case of any unwarranted situation like flood, earthquake, disaster of any kind and come forward to help the people in need by contributing groceries, shoes/footwear and essential items either by its own or in association with NGO/institutions engaged in this common cause. Liberty has contributed for this cause during the year as per details provided herein the report.

5. Contribution for reconstruction of heritage Buildings and development of Public Infrastructure

Liberty has made substantial contribution for the expenses incurred for the restoration and reconstruction of national heritage buildings. Through these donations, the company has shown its respect and commitment for preserving & safeguarding the country's cultural legacy, ensuring the protection and upkeep of historically significant structures including of City of Karnal for the benefit of current and future generations.

6. Other CSR activities and initiatives

Liberty has made contributions to numerous recognized Kalyankari Sabhas and Societies in need for the promotion of religious activities and development of various facilities.

During the year under consideration the Company has complied with the provisions of Companies Act, 2013 by making the required contribution on the activities as stated in Schedule VII of the Act. The Annual Report on Corporate Social Responsibility activities as required under Sections 134 and Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014 is provided in Annexure IV of this report. The CSR policy is available on the website of the Company at www.libertyshoes.com.

Disclosure under the Sexual harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013 /h^m

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Liberty's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The said Committee has its presence at corporate office as well as at plants.

During the year ended 31 st March, 2024 the Committee did not receive any complaint pertaining to sexual harassment and there is no complaint pending as on the date of beginning of this Financial year and as on the date of the closure of this Financial year.

Corporate Governance and Ethics

Your Company believes in adopting best practices of corporate governance. Corporate Governance principles are enshrined in the spirit of Liberty, which form the core values of Liberty. These guiding principles are also articulated through the Company's Code of Conduct, Corporate Governance guidelines. Charter of various Sub-Committees and disclosure policy.

As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Statutory Auditors M/s Pradeep Tayal & Co., Chartered Accountants, on compliance with corporate governance norms under the Listing Regulations, is given at page no. 82 to page no. 83 of this Annual report.

Management Discussion and Analysis Report

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis report on your Company's performance, industry trends and other material changes with respect to your Company, wherever i applicable, are presented at page no. 86 to page no. 90 of this Annual report. The Management Disclosure jj and Analysis Report provides a consolidated

? I prospective of economic, social and fy environmental aspects material to our

strategy and our ability to create and sustain value to our key stakeholders.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and outgo:

Information in accordance with the provisions of Section 134 (1) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 in relation to conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in the "Annexure V", which forms part of this report.

Compliance with Secretarial Standards:

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

Outstanding Share Capital and its Listing:

Your Company has outstanding Share Capital of ? 17,04,00,000/- (Previous Year ? 17,04,00,000/-) consisting of 1,70,40,000 (Previous Year ? 1,70,40,000) Equity Shares of ? 10/- each and these Equity Shares are presently listed and available for trading at National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).

Acknowledgments and Appreciation:

Your Directors take this opportunity to place on record their sincere gratitude for the consistent cooperation and support received from the shareholders. Bankers, Channel Partners and the Government Authorities.

Your Directors place on record their deep appreciation to the employees at all levels for their hard work and dedication.