Lorenzini Apparels Ltd

Dear Members,

Lorenzini Apparels Limited

Your Directors have pleasure in presenting the 17th (Seventeenth) Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year 2023-24. The financial highlights are as follows: -

COMPANY OVERVIEW:

LORENZINI APPARELS LIMITED was incorporated in the year 2007 under the Companies Act 1956. Our Company is engaged in Manufacturing, Designing and Marketing ready - made garments offering a diverse range of formal, Semi- Formal and casual wear for Women.

The Company serves its customers through the channels of retail business and E-commerce. It also outsources the garments manufacturing on job work basis from third party contractors from time to time and provides the technical specification such as designs, pattern, quality fabrics etc. to them who based on company specifications, procure the requisite raw material at their own costs and begin the manufacturing process. The Products are sold under the brand name "MONETIL" through the exclusive stores /outlets in India & Website.

FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31, 2024 is summarized below:

(Amount in Lakhs)

RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

The Company recorded a turnover of Rs. 5475.92 Thousand (Rupees Five Thousand Four Hundred Seventy Five and Nine Two Paise) during the year as against Rs. 4375.66 Thousand (Rupees Four Thousand Three Hundred Ninety Four and Seven Six Paise) in the previous year and the Company has earned a profit after tax of Rs. 529.66 as compared to the profit of Rs. 251.91 in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

During the year the Company has performed modestly but despite of challenging economic conditions and other related factors, we are able to maintain profits and steady revenue in the Company. The Directors are relentlessly striving for betterment of the business and growth of the Company. They are optimistic about the future and expect the business to perform well in the forthcoming year.

CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business of the Company during the Financial Year SHARE CAPITAL AND DEBT STRUCTURE

During the period under review, there is a change in the Authorised Share Capital of the Company and it has increased its Authorised Share Capital from Rs.10,20,00,000/- to Rs.11,70,00,000/- and further it increased to Rs. 17,30,00,000 and subsequent amendments in the Capital clause of the Memorandum of Association of the Company. The company's paid-up share capital grew from Rs. 10,13,89,160 to Rs. 15,66,89,001.

As on 31st March 2024, the Authorized Share Capital of the Company is Rs. 17,30,00,000/- (Rupees Seventeen Crore Thirty Lakh only] divided into 17,30,00,000 /- (Seventeen Crore Thirty Lakh only] Equity Shares of Re 1/- each. The paid-up share capital of the Company is Rs. 15,66,89,001 (Rupees Fifteen Crore Sixty Six Lakh Eighty Nine Thousand One) divided into 15,66,89,001 (Fifteen Crore Sixty Six Lakh Eighty Nine Thousand One) Equity Shares of Re 1/- each.

Bonus Issue

Your Company has made Bonus issue of 5,52,99,841 equity shares of face value of Re.1/- each in the ratio of 6:11 i.e. [6 new fully paid-up Equity shares for every 11 (Eleven) Equity shares held] to the Members as on March 28, 2024. With this allotment, the total issued and paid-up capital of the Company has increased to Rs. 15,66,89,001 (Rupees Fifteen Crore Sixty Six Lakh Eighty Nine Thousand One) divided into 15,66,89,001 (Fifteen Crore Sixty Six Lakh Eighty Nine Thousand One) Equity Shares of Re 1/- each.

Issue of equity shares with differential rights

As per Section 43(2) of Companies Act, 2013 and Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued any equity shares with differential rights.

Issue of sweat equity shares

As per Section 54 of Companies Act, 2013 and Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued any Sweat equity shares.

Issue of employee stock options

As per Section 62(1)(b) of Companies Act, 2013 and Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not any issued Sweat equity shares.

Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

As per Section 68 of Companies Act, 2013 and Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

Issue of Convertible Warrants

During the audit period, the Company has allotted 10,38,371 warrants convertible into equity shares Preferential basis at a price of Rs. 202.24/- to non-promoters

Sub-Division

Members of the Company approved sub-division of the Company's equity shares from face value Rs. 10 (Rupees Ten Only) to Re. 1 (Rupees One Only) for every equity share. It is expected that the lower face value of Equity Shares will bring in additional interest from retail investors and contribute towards enhancement in the liquidity in the Company scrip on the Stock Exchanges.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2024. Since the Board have considered it financially prudent in the long-terms interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

SHARES IN ESCROW ACCOUNT

In accordance with the regulations, the Company has distributed the Bonus Shares by crediting the beneficiary accounts of shareholders who hold their shares in dematerialized form with National Securities Depository Limited or Central Depository Services (India) Limited. The remaining Bonus Shares have been credited to an Escrow Demat Account, as some shareholders still hold their shares in physical form.

DEPOSIT

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial Year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

During the period review, Company allotted 16,047,550 (including bonus issue which reserve the portion for the warrant holder) equity shares pursuant to the exercise of their rights of conversion into equity shares by the warrant holders in accordance with the provisions of SEBI (ICDR) Regulations, 2018, which may affect the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the "Board") of your Company are responsible for and are committed to sound principles of Corporate Governance in your Company. The Board's focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholder.

Matters reserved for the Board are those affecting your Company's overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

During the year under review, Mrs. Supreet Kaur Rekhi (DIN: 10409347) upon the recommendation of the Nomination and Remuneration Committee, appointed as Non- Executive Director of the Company in capacity of Executive Director with effect from December 01, 2023.

During the year under review, Mrs. Deepika Jain has resigned from the post of Chief Financial Officers of the Company with effect from September 09, 2023 and upon the recommendation of the Audit Committee, Sandeep Jain appointed as Chief Financial Officers of the Company in place of Deepika Jain.

After the closure of financial year, Mr. Nitin Bhardwaj resigned from the post of Company Secretary & Compliance Officer of the Company with effect from April 15, 2024. Further, Mr. Ankush Mittal appointed as Company Secretary & Compliance Officer of the Company with effect from May 08, 2024.

Further, as on date of this report following Directors on the Board of the Company:

As on the date of this report. Key Managerial Person of the Company

DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

In opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management. y p y

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnels formulated by the Company

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 ('SS-1') read with the Guidance Note on SS-1 and SEBI Listing Regulations, one meeting of Independent Directors of the Company was duly held on 29 March 2024 without the attendance of Non-Independent Directors and members of Management wherein the Independent Directors evaluated the performance of Non - Executive Directors, Executive Directors and Board as a whole. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Sandeep Jain, (DIN: 02365790), been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.

ANNUAL EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its performance, the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company, apart from other statutory matters as required to be deliberated and approved by the Board.

The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. The information as specified in Schedule II to the Listing Regulations is regularly made available to the Board, whenever applicable, for discussion and consideration. Video-conferencing facility as per procedure mandated under the Act is also provided to facilitate the Directors participating in the meetings conveniently.

During the year under review, The Board met Nineteen (19) times during the Financial Year 2023-2024. The Meetings held during the financial year 2023-24 i.e. on 18 April2023,29 May, 2023, 22June 2023,14July, 2023, 07 August, 2023, 22 August, 2023, 11 September, 2023, 05 October, 2023, 30 October, 2023, 10 November, 2023, 01 December, 2023,11 December, 2023, 22 December, 2023, 09January, 2024,20 January, 2024, 02 February, 2024,12 February, 2024,15 March, 2024 and 29 March,2024

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during financial year 2023-24 and attendance of the Directors at such meeting is provided in the Section "Board of Directors" of "Corporate Governance Report" of this Annual

Report. AMERICAN LUXURY

BOARD COMMITTEES' MEETINGS

The Board has delegated part of its functions and duties to an Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Further, the Board had duly constituted following Committees, which are in line with the provisions of applicable laws.

a) Audit Committee;

b) Nomination and Remuneration Committee; and

c) Stakeholders' Relationship Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report" of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

During the year, Your Company have made an investment in shares and such have disclosed in the financial statement read together with notes and the Financial Statement.

SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties are at arm's length basis. The details of the related party transactions are set out in Notes to the Financial Statements of the Company and form AOC-2 pursuant to section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure- I

CORPORATE SOCIAL RESPONSIBILITY

Under Section 135 of the Companies Act, 2013 (the "Act") and the related rules, certain companies must allocate 2% of their average net profit from the past three years to CSR (Corporate Social Responsibility) activities. This section also mandates the formation of a CSR committee within the Board. It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of spending the amount.

As of March 31, 2024, your company's net profit has exceeded the threshold specified in Sub-Section (1) of Section 135. Consequently, your company is required to allocate eligible funds to CSR activities for the financial year 202425. The Company is making arrangements to spend the funds as per the Act and rules made thereunder.

However, according to Sub-Section (9) of Section 135, if the CSR expenditure does not exceed fifty lakh rupees, the company is not required to form a CSR committee. Since the eligible CSR funds for the financial year 2024-25 do not surpass this amount, the company has opted not to establish a CSR committee. The Board of Directors of the company shall discharge all related responsibilities.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, every Listed Company shall establish a vigil mechanism (Similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behaviour.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company's website at the link: www.mymonteil.com.

During the financial year 2023-24, no cases under this mechanism were reported to the Company.

The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company's website at the link: www.mymonteil.com.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy: Not applicable

Technology absorption: Not applicable

Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

LISTING ON STOCK EXHANGES

The equity shares of your Company are presently listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE")

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished below:

Notes:

1. There were confirmed employees on the rolls of the Company as on 31st March 2024-75employees.

2. Median remuneration of employees of the Company during the financial year 2023-2024 was NIL.

AUDITORS & AUDITORS REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Statutory Auditors of the Company, M/s Mittal & Associates, Chartered Accountants (Firm Registration Number: 106456W) were appointed by the members of the Company in the Annual General Meeting (AGM) held on September 20, 2023 for a second term of 5 (five) years to hold office till conclusion of the 21st AGM of the Company to be held in the year 2027.

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

INTERNAL AUDITOR

During the financial year under review, M/s KMRG & Associates, Chartered Accountants, were appointed as Internal Auditors of the Company, to conduct the Internal Audit for the financial year 2023 - 24.

Findings and reports of Internal Auditors are reviewed by the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks. The Audit Committee periodically reviews internal audit plans, significant audit findings and adequacy of internal controls.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 2 04 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company had appointed M/s. Anuj Gupta & Associates (Peer Review Number: 1126/2021) to conduct the Secretarial Audit of your Company for the financial year 2023 - 24.

The Company has annexed to this Board Report as "Annexure-II", the Secretarial Audit Report given by the Secretarial Auditor. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) your directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

c) the directors 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) the annual accounts have been prepared on a going concern basis;

e) your directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly. further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

ANNUAL RETURN

Pursuant to the provision of Section 134(3) and Section 92(3) of the Companies Act read with read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 as on March 31,2024 is available on the website of the Company and can be accessed at i.e https://monteil.in/annual-report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There were no significant order(s) passed by any regulatory authority or court or tribunal against the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, financial and operational performance and state of affairs of your Company's business and other material developments during the financial year under review.

CORPORATE GOVERNANCE REPORT

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date

The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance Practices and has implemented all the stipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a separate section of Corporate Governance together with certificate of Practicing Company Secretary confirming compliance with the requirements of corporate governance form part of the Annual Report.

RISK MANAGEMENT

The Board has developed appropriate framework and processes for identifying, assessing, and mitigating risk associated with the Company and developed procedures for reviewing management's action on implementation of the same. Major risks which in the opinion of the Board may threaten the existence of the Company are identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis, safeguarding the Company against those risks. The details of the same are set out in Management Discussion and Analysis Report.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION- PROHIBITION & REDRESSAL) ACT, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees.

ADDITIONAL DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014

a) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:

During the Financial Year under review, the Company neither filed any application nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.

b) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereto:

During the Financial Year under review, it is not applicable to the Company.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

ACKNOWLEDGEMENT

Your directors thank the Government of India, the State Governments, local municipal corporations and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights