Meyer Apparel Ltd

TO THE SHAREHOLDERS OF MEYER APPAREL LIMITED

Your Directors' have pleasure to present their 32nd Directors' Report together with the audited Financial Statements of the Company for the year ended 31st March, 2025. In compliance with the Companies Act, 2013 the Company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

(Rs. in Lakh)

2. DIVIDEND AND TRANSFER TO RESERVES

Your Directors' regret their inability to recommend any dividend and transfer of any profits to the reserves for the Current Year (Previous year- NIL) due to the losses incurred by the company.

3. OPERATIONS

During the current year 2024-25 your company's total revenue has been decreased to Rs. 128.27 lacs in comparison with the last year's revenue at Rs. 454.48 lacs.

There has been no change in business of the Company in the current year 2024-25.

The Company has generated revenue from retailing of garments and is exploring to generate revenue through E-Commerce.

4. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE

Your Company does not have any subsidiary, associate or joint ventures as defined in the Companies Act, 2013 ("ACT") and there has been no change in subsidiaries/associate/joint ventures of the Company during the financial year 2024-25.

5. DIRECTORS' RESPONSIBILITY STATEMENT

The Company has taken the utmost care in its operations, compliance, transparency, financial disclosures, and the financial statements have been made to give a true and fair view of the state of affair of the company. Pursuant to Section 134(5) and 134(3) (c) of the Companies Act, 2013 and based upon the detailed representation, due diligence, inquiry thereof, and to the best of their knowledge and ability, the Board of your Directors' states:

(a) That in the preparation of the annual accounts, the applicable Indian accounting standards (IND AS) had been followed along with proper explanation relating to material departures, if any;

(b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2025 and of the profit and losses of the company for that period;

(c) That the Directors 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;

(d) That the Directors had prepared the annual accounts on a going concern basis; and

(e) That based on the framework of Internal financial control and compliance systems established and maintained by the Company, work performed by the internal, Statutory and Secretarial Auditor's report and external consultants and the reviews by the management and the Board committees, the Board is of the opinion that the Company's internal financial controls are adequate and were operating effectively during the financial year 2024-25.

(f) That 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.

6. DIRECTORS

As on 31st March 2025, the Board of Directors comprises of four Directors which includes Two Independent Director, one Whole-Time Director & one Non-Executive Director.

All Directors except Independent Directors are liable to retire at every Annual General Meeting as per Articles of Association of the Company.

During the year Ms. Anjali Thukral has resigned from the position of Non-Executive Director & Chairperson of the Company w.e.f 22nd July 2024 and Ms. Meenakshi Goyal, has resigned from the position of Independent Director w.e.f 10th October 2024.

Mr. Vivek Saxena, appointed as an Independent Director of the company w.e.f 29th July 2024.

Mr. Pawan Kakra (DIN: 01301671) appointed as Chairman & Non-Executive Director w.e.f 23rd May 2024 and is liable to retire at the forthcoming AGM.

Mr. Gajender Kumar Sharma, Whole Time Director (DIN: 08073521) is liable to retire at the forthcoming AGM and being eligible has offered himself for re-appointment, he has been reappointed w.e.f 17th May 2025 till the next Annual General Meeting F.Y 2026, subject to shareholder approval.

Ms. Hemlata Gupta has been appointed as Additional Independent Director of the Company w.e.f 17th May 2025.

7. INDEPENDENT DIRECTORS

As on 31st March 2025, there were Two Independent Director, namely, Ms. Swastika Kumari (DIN: 07823199) and Mr. Vivek Saxena (DIN: 10163717).

Ms. Swastika Kumari has completed her first term of appointment as an Independent Director and re-appointed for the second consecutive term in the Annual General Meeting of the Company held in the year 2024 as an Independent Director w.e.f. 9th November, 2024.

Mr. Vivek Saxena, appointed as an Independent Director of the company w.e.f 29th July 2024.

Ms. Hemlata Gupta has been appointed as Additional Independent Director of the Company w.e.f 17th May 2025.

Declarations of fulfilment of the criteria of independence have been obtained from both of Independent Directors.

8. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are, namely

Mr. Gajender Kumar Sharma, Whole Time Director & Chief Financial Officer

Ms. Charu Sharma, appointed as Company Secretary & Compliance Officer

9. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-2025, total four meetings of the Board of Directors were held. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013. Further details of the meetings of the Board have been given in the Corporate Governance Report which forms part of this Board report.

10. BOARD EVALUATION

The Board of Directors have carried out annual evaluation of performance of its own, its committees and Individual Directors after seeking inputs from all the directors and its committee members regarding composition of the Board and its Committees, effectiveness of processes of meetings, information and functioning, etc of the Board, its Committees and Individual Directors.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of certain criteria, such as, the contribution of the Individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of her role. In a separate meeting of Independent Directors held on 10th March 2025, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of individual Directors. The same was discussed in the board meeting held subsequent to the meeting of Independent Directors.

11. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Appointment and Remuneration of Directors and senior management has been provided in the Corporate Governance Report which forms part of this report.

12. AUDIT COMMITTEE

Details pertaining to composition of the audit committee are included in the Corporate Governance Report, which forms part of this report. Board has accepted all recommendations as made by the audit committee from time to time during the current year 2024-25.

13. INTERNAL FINANCIALS CONTROL SYSTEMS

The Company has maintained adequate financial control systems and procedures, commensurate with the size, scale and complexity of its operations with reference to financial statements. Such controls have been examined by the internal and external auditors and no reportable material weakness in the design or operation were observed during the financial year.

14. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of report.

15. AUDITOR AND AUDITOR'S REPORT

M/s Khandelwal Jain & Co, Chartered Accountants, appointed to hold office for 2nd term as Statutory Auditor from the conclusion of the forthcoming 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company.

There is no such significant material order passed by the regulators/courts or any tribunals in respect to the company during the financial year.

M/s Khandelwal Jain & Co, Chartered Accountants conducted the statutory audit. The observations made in the auditor's report read together with the relevant notes thereon, are self-explanatory and hence do not call for any furthercomments under Section 134(3)(f) of the Companies Act, 2013.

There is no fraud in the Company during the financial year ended 31st March, 2025. This is also being supported by thereport of the auditors of the company as no fraud has been reported in their audit report for the financial year ended 31st March, 2025.

16. SECRETARIAL AUDITORS REPORT

M/s Lalit Singhal & Associates, Practicing Company Secretaries conducted the Secretarial Audit. The Secretarial Auditor's report in prescribed form MR-3 is annexed as Annexure-I to this report.

The observations made in the Secretarial auditor's report are self-explanatory and hence do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

17. RISK MANAGEMENT

In terms of the Listing regulation, though not mandatory required, the management of the Company has duly adopted the Risk Management Policy as per the requirement of the Companies Act, 2013. Further, they had taken adequate carein its implementation by identifying various element of risk which may cause serious threat to the existence of the Company. The Risk Management Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

18. VIGIL MECHANISM UNDER SECTION 177(9) OF THE ACT

Company's policy on Vigil Mechanism for Directors and employees has been provided in the Corporate Governance Report which forms part of this report.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees and not made any investments covered under the provisions of section 186 of the Companies Act, 2013.The particulars of loans, guarantees and investment have been made in the financial statements.

20. RELATED PARTY TRANSACTIONS

There was no material related party transaction during the financial year 2024-25 accordingly NIL Form AOC 2 enclosed as Annexure-II to this report.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility provisions as per Section 135 of Companies Act, 2013 are not applicable to the Company but the company has taken the requisite steps to comply with the recommendations concerning Corporate Social Responsibility.

22. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return required under Section 134(3) (a) of the companies Act, 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules, 2014 has been furnished in prescribed form MGT 9 in Annexure III to this report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

The particulars required to be disclosed under the Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are provided in Annexure IV to this Report.

24. PARTICLUARS OF EMPLOYEES

None of the employees who have worked throughout the year or a part of the financial year were getting remuneration in excess of the threshold mentioned under Section 197(12) of the Act read with rule 5(2) of Companies (Appointmentand Remuneration) Rules, 2014. The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 have been given in Annexure-V to this report.

25. CORPORATE GOVERNANCE REPORT

The Company being a listing entity is committed to maintain the highest standards of Corporate Governance and adhereto the Corporate Governance requirements set out under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also implemented several best Corporate Governance practices as prevalent in the industry. A separate report on Corporate Governance compliance is annexed as Annexure - VI as part of this report and the Certificate from M/s. Khandelwal Jain & Co. Chartered Accountants confirming compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is annexed as Annexure-VII to this report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management employees, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company's website. A declaration to this effect signed by the WholeTime Director (WTD) of the Company is annexed as Annexure-VIII to this report.

26. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis, as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 although dealt with in various sections of this Report, is annexed as Annexure- IX to this report. The Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required under clause 17(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the said certificate is annexed as Annexure-X to this report.

27. OTHER DISCLOSURES

A. During the year under review, the Company has not accepted nor renewed any deposits from public under the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount was outstanding on balance sheet date.

B. No equity shares with differential rights have been issued during the current year 2024-25.

C. No sweat equity shares have been issued during the Financial Year 2024-25.

D. No provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees has been made by the Company during the Financial Year 2024-25.

E. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (including permanent, contractual, temporary and trainees are covered under this policy. No case of sexual harassment has been noticed during the period under consideration. The Company has filed the Annual Report for the year ended 31st December 2024 with Dist. Collector, Gurugram as required under POSH.

F. The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the annual listing fees for the year 2024-2025 has paid during the year.

G. Director Non-Disqualification Certificate pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by Lalit Singhal & Associates Company Secretaries in Practices in Annexure XI for the Financial Year 2024-25.

H. Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by Lalit Singhal & Associates Company Secretaries in Practices in Annexure XII for the Financial Year 2024-25.

28. ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation to the committed services by all the employees at all levels to the company.

The Directors take this opportunity to express their appreciation of the support and co- operation received from all the stakeholders, customers, dealers, suppliers, Bankers of the company and all the various departments of Central and State Governments.