The Directors of your Company take pleasure in presenting their 12^th Annual Report on the
operations of the Company and the Audited Financial Accounts of the Company for the year
ended 31^st March, 2025.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

(Amount in Hundred)

2. REVIEW OF OPERATIONS

During the Financial Year 2024-25, the Company demonstrated meaningful progress in its
operational performance, achieving a notable increase in revenue, reflecting early traction from
our strategic growth efforts.

Operating revenue increased by 5.09%, rising to Rs. 42,46,417/- (figure in Hundred) for the
current financial year as compared to Rs. 40,40,617/- (figure in Hundred) in the previous
financial year. This upward trajectory was driven by enhanced brand affinity, improved instore
experiences, and a surge in demand via digital platforms. The launch of new stores, combined
with elevated interest in our premium grooming services and product lines, notably contributed to
this momentum.

In parallel, the Company’s Net Profit for the year under review amounted to Rs. 4,70,535/-
(figure in Hundred) in the current year as compared to Profit of Rs. 4,08,301/- (figure in
Hundred) in the previous year.

Website

www.marcloire.com is the website of the Company. All the requisite details, policy are placed on
the website of the Company.

3. SHARE CAPITAL:

A) Authorized Capital:

During the Financial Year 2024-25, the authorized share capital of the Company increased from
Rs. 2,00,00,000/- (Rupees Two Crore Only) divided into 20,00,000 Equity Shares of Rs. 10/-
(Rupees Ten) Each to Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000
(Eighty Lakhs) Equity shares of Rs. 10 each.

B) Issued, Subscribed and Paid-up Capital:

During the Financial Year 2024-25, the paid-up Share Capital of the Company increased from Rs.
1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 Equity Shares of Rs. 10/- (Rupees
Ten) each to Rs. 5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh)
Equity shares of Rs. 10 Each. In Which Paid-up capital of Rs. 4,00,00,000 was raised through the
issue of Bonus Equity shares on 06/09/2024 in the ratio of 4:1 by issue of 40,00,000 (Forty Lakh)
equity share of Rs. 10 each

C) During the Financial Year 2024-25 Company has issued Bonus Shares.

D) During the Financial Year 2024-25 Company has not issued equity shares with differential
rights/ Buy Back of Securities/ Issue of Sweat Equity Shares / Provision of money by
company for purchase of its own shares by employees or by trustees for the benefit of
employees.

E) Issue of employee stock options

The Company has not issued any shares as employee stock options scheme during the year under
consideration.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories
viz NSDL and CDSL. The ISIN No. allotted to the Company is INE0TBQ01014.

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, none of the companies have become or ceased to be the associate/
subsidiary/ joint venture/ holding Company. There is no requirement of web link of policy for
determining ‘material’ subsidiaries is disclosed as Company has no subsidiaries during 2024-25.

5. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up on standalone basis, for the
financial year ended March 31, 2025, in accordance with the requirements of the Companies
(Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read
with relevant Rules and other accounting principles. The Company is not required to prepare the
Consolidated Financial Statement.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the Company.

7. TRANSFER TO RESERVES

During the Financial Year 2024-25, the Company has not made any amount transferred to the
General Reserves.

8. DIVIDEND

Your Board does not recommend any dividend on the equity shares of the Company for financial
year ended March 31, 2025 considering that the Company is in growth stage and requires funds to
support its growth objectives.

9. DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE
COMPANIES ACT, 2013

During the year under review, the Company has neither accepted any deposits under the
Companies Act, 2013 nor any deposits have remained unpaid or unclaimed as at the end of the
year or repaid during the year, save and except for the exempted deposits as permitted under the
provisions of Companies (Acceptance of Deposits) Rules, 2014.

10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

During the financial year under review, there were following changes in the directorship/KMP of
the company.

On 10^th April 2024, Mr. Atul Malhotra (DIN 07814724), joined the board as an Non-executive
Director. His appointment is expected to bring new insights and strengthen oversight within the
company.

On 26^th August 2025, Mr. Vasant Kuber Soni was appointed as the Company Secretary of the
company. This appointment brought a fresh addition to the key management team, the same was
for taking on the responsibility of ensuring compliance with statutory and regulatory
requirements. On the same day, Mr. Vasant Kuber Soni assumed an additional role as Compliance
Officer, adding to his duties as Company Secretary. This dual responsibility highlights Vasant's
growing involvement in the company’s compliance and governance matters.

On 26^th August 2025, Mr. Rachit Choudhary was appointed as the Chief Financial Officer (CFO).
His appointment as CFO positioned her as a vital member of the financial leadership team,
responsible for overseeing the financial operations of the Company.

On 28^th August 2024, Mr. Arvind Kamboj (DIN: 09624208), who was appointed as the director
(Executive) was redesignated and appointed for the role of Chairman and Managing Director of
the Company.

On the same day, 28^th August 2024, Mrs. Shaina Malhotra, holding DIN 06809352, was
appointed as a Whole-Time Director (WTD) of the Company.

Also, on 28th August 2024, the board welcomed two new Independent Directors. Mr. Saurabh
Shashwat (DIN:10074130), was appointed as an Independent Director, Non-executive, bringing
in external oversight and expertise. Alongside him, Ms. Rojina Thapa (DIN 10362834), was also
appointed as an Independent Director. Their appointments enhance the board’s independence and
governance, providing diverse perspectives to the company’s leadership.

Below is a chronological summary of the recent changes in the company’s leadership and key
management positions, presented in a tabular format for clarity:

All the Independent Directors of your Company have submitted their declaration confirming that
they meet the criteria of ‘Independence’ as prescribed under the Act and the Listing Regulations
and are not disqualified from continuing as Independent Directors. The Board is of the opinion
that the Independent Directors of the Company possess requisite qualifications, experience and

expertise and they have highest standards of integrity. The Independent Directors of the Company
have confirmed compliance with the relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration
Committee has adopted principles for identification of Key Managerial Personnel, Senior
Management including the executive directors. The policy of the Company on appointment and
remuneration includes criteria for determining qualifications, positive attributes and
independence of a director. The same is also available on the website of the Company at
https://www.marcloire.com.

DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as
well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to
compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from M/s. MRS & Associates,
Practicing Company Secretary is annexed to the Board’s Report as “Annexure VI”.

11. NUMBER OF MEETING OF THE BOARD:

There were 9 meetings of Board of Directors and 5 Audit committee meetings held during the
financial year 2024-25. The status of the attendance of the Board of Directors are as follows:

The status of the attendance of the Audit Committee Meeting are as follows:

12. COMMITTEES OF THE BOARD:

AUDIT COMMITTEE

As on 31st March. 2025. the Audit Committee comprised of following Members:

Majority of the Members of the Committee are Independent Directors and possess accounting anc
financial management knowledge. All the recommendations made by the Audit Committee are
accepted and implemented by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

As on 31st March, 2025, the Nomination & Remuneration Committee comprised of following
Members:

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31st March, 2025, the Stakeholder Relationship Committee comprised of following
Members:

13. DECLARATION BY INDEPENDENT DIRECTORS:

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the
independent directors on the Board of your Company as on the date of this report are Mr. Saurabh
Shashwat and Ms. Rojina Thapa.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of
the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria
of independence as provided in section 149(6) of the Act read with regulations 16 and 25 of the
Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of
the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014, relating to inclusion of their name in the independent director’s databank of the Indian
Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and
confirmation submitted by the independent directors after undertaking due assessment of the
veracity of the same in terms of regulation 25 of the Listing Regulations, 2015. In the opinion of
the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules
made thereunder read with the Listing Regulations, 2015 and have complied with the code for
independent directors prescribed in Schedule IV to the Act.

14. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors of the Company was held on 3^rd March, 2025. At
the meeting, the Independent Director of the company reviewed the performance of the
Non-Independent Directors and the Board as a whole; reviewed the performance of the Chairman
of the Company, taking into account the views of the Executive and Non-executive Directors and
assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
its duties.

The Independent Directors expressed their satisfaction with the overall performance of the
Directors and the Board as a whole.

15. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF SECTION 178;

In compliance with the requirements of Section 178 of the Act, SEBI Listing Regulations, 2015
and any other re-enactment(s) for the time being in force, the Company has laid down a
Nomination and Remuneration Policy which has been uploaded on the Company’s website.

Nomination and Remuneration Policy is available at the website of the Company
https://www.marcloire.com. The Board has adopted Nomination and Remuneration policy for
selection and appointment of Directors and Key Managerial Personnel and to decide their
remuneration. The Nomination and Remuneration policy of the company acts as a guideline for
determining, inter alia, qualifications, positive attributes and independence of a director, matters
relating to the remuneration, appointment, removal and evaluation of the performance of the
Directors and Key Managerial Personnel.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management
Personnel & other employees

5) Remuneration to Non-Executive / Independent Director.

16. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of employees have enabled the Company to remain at the

leadership position in the industry. It has taken various steps to improve productivity across
organization.

17. REGISTERED OFFICE OF THE COMPANY

There was no change in the Registered Office of the Company during the Financial Year under
review.

The present address of the Registered Office is as follows:

Plot No 426/1 First Floor Rani Khera Road, Village Mundaka, West Delhi, Delhi-110041, India.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a Programme for Familiarization of Independent Directors with
regard to their roles, rights, responsibilities, nature of the industry in which the Company
operates, the business model of the Company etc. The details of the Familiarization Programmes
conducted by the Company during the last financial year are available on the website of the
Company at https://www.marcloire.com.

During the year under review, there was no change in the nature of business of the company and
its business vertical/ structure/operational strategy, etc., which would have necessitated fresh
Familiarization Programme for Independent Directors.

19. CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of BSE dated 7^th July 2025, The disclosure
requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (‘LODR)’ are not applicable to the Company
pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER
POLICY

The Company has a Whistle Blower Policy that provides a formal mechanism for all employees
of the Company to approach to the person mention in the policy and make protective disclosures
about the unethical behavior, actual or suspected fraud or violation of the Company’s Code of
Conduct.

The Whistle Blower Policy is displayed on the website of the Company,
https://www.marcloire.com.

21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

During the financial year under review,

i. The Company increased its Authorised share capital from Rs. 2,00,00,000/- (Rupees Two
Crore Only) divided into 20,00,000 equity shares of Rs. 10 each, to Rs. 8,00,00,000 (Rupees
Eight Crore Only) divided into 80,00,000 Equity shares of Rs. 10 Each on 10/04/2024.

ii. The Company issue Bonus Equity share of Rs. 4,00,00,000 divided into 40,00,000 fully paid
of Rs. 10/- each in the proportion of 4:1 i.e. 4 (Four) new equity shares of Rs. 10/- each for
every 1 (One) existing equity share of Rs. 10/- on 06/09/2024.

iii. The Company converted from a private limited company to a public company limited w.e.f.,
16/07/2024.

Further, following changes have been occurred between the end of the financial year to which this
financial statements relate and the date of the report

i. The Company is listed on SME Emerge Platform of BSE dated 7^th July 2025. The Company
managed to raise Rs. 2100 Lakhs by initial public offer of 21,00,000 equity shares of Rs. 10/-
each through its prospectus. Further 21,00,000 Equity Shares of face value of Rs. 10/- each
were available under the Offer at Issue Price of Rs. 100/-. The Offer opened for subscription
on 30th June 2025 and closed on July 02, 2025

Other than those mentioned above, there were no material changes and commitments affecting
the financial position of the Company occurred between the end of the financial year to which
these financial statements relate and the date of the report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company’s operations in
future.

23. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the loss of the
Company for that period;

3. 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;

4. The annual accounts have been prepared on a going concern basis.

5. the Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and

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

24. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25, the Company entered into transactions with related parties as
defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on
arm’s length basis and in accordance with the provisions of Companies Act, 2013 read with the
Rules issued thereunder.

The details of the related party transactions are set out in the Notes forming part of Financial
Statement of the Company.

The Form AOC -2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure -I to this report.

25. PARTICULARS OF EMPLOYEE UNDER SECTION 197(12):

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of
employees and percentage increase in the median remuneration are annexed to this Directors’
Report as ‘Annexure II’.

Further, a statement containing details of top ten employees in terms of the remuneration drawn
and other specified employees as required under the provisions of section 197(12) of the Act read
with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms part of this Directors’ Report. In terms of the
provisions of section 136 of the Act, the report is being sent to the members excluding the
aforesaid statement. This statement will be made available by email to members of the Company
seeking such information. The members can send an email to It shall also be kept open for
inspection by any member at the registered office of the Company during business hours.

26. AUDITORS AND AUDITOR’S REPORT
Statutory Auditor

Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framed there under,
The Company at its 10th Annual General Meeting held on 30^th September, 2023 had appointed
M/s. S P M G & Company, Chartered Accountants (ICAI Firm Registration no. 509249C) as the
Statutory Auditors of the Company for a period of 5 (five) years commencing from the
conclusion of 10th Annual General Meeting till the conclusion of the 15th Annual General
Meeting to be held in the year 2028.

Auditors Report

During the year under review, no frauds have been occurred or noticed and/or reported by the
Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 (as amended from time to time). The Auditors’ Report for the
Financial Year ended 31st March, 2025 on the financial statements of the Company is a part of
this Annual Report. The Statutory Auditors Report, being devoid of any reservation(s),
qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s),
or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

Secretarial Auditors and their Report

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s M R S & Associates, Company
Secretaries (Firm Unique Code S2019DE678300), holding a valid certificate issued by the Peer
Review Board (Certificate No. 2517/2022) of the Institute of Companies Secretaries of India
(ICSI), was appointed as the secretarial auditor of the Company for the financial year 2024-25.
The Secretarial Audit Report in Form MR-3 for the financial year 2024-25 is annexed to this
Directors’ Report as ‘Annexure III’. The said Secretarial Audit Report does not contain any
qualification, reservation or adverse remark or disclaimer.

During the year under review, the Secretarial Auditors did not report any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of
the Act.

27. REPORTING OF FRAUDS BY AUDITORS

During the Year under review, the Statutory Auditors have not reported under section 143(12) of
the Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which need to be reported in the Board’s Report.

28. MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under Section 148(1) of the
Companies Act, 2013 is not applicable to the Company.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2025 shall be
placed on our website https://www. marcloire.com/ in accordance with Section 92(3) of the
Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company's internal control system is commensurate with the activities and functions carried
out by the Company.

INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING

During the financial year under review, the company requirement for Internal Financial Control
over financial reporting is now applicable to our company following its conversion from a private
limited company to a public limited company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors had laid down internal financial controls to be followed by the Company and such
policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of
its business, including adherence to Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The Audit Committee
evaluates the internal financial control system periodically.

31. RISK MANAGEMENT POLICY

The Board of Directors of the Company has adopted a Risk Management Policy which aims at
enhancing shareholders’ value and providing an optimum risk-reward tradeoff. The risk
management approach is based on a clear understanding of the variety of risks that the
organization faces, disciplined risk monitoring and measurement and continuous risk assessment
and mitigation measures.

32. LOANS, GUARANTEES OR INVESTMENTS

The particulars of loan given, investment made, guarantee given and securities provided along
with the purpose for which the loan or guarantee or security is proposed to be utilized as per the
provisions of Section 186 of the Act are provided in the standalone financial statements. (please
refer to note no. 11 of the Standalone financial statements).

33. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is doing its best efforts to give high priority to energy conservation by opting for
more power efficient replacements. Particulars of Energy Conservation / Technology Absorption
and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are
given as an Annexure IV to this report.

34. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (‘PoSH Act’) and Rules framed thereunder. All employees (including
trainees, apprentices and probationers) of the Company at all its locations are covered in this
policy.

Internal Complaints Committee (‘ICC’) is in place to redress complaints of sexual harassment
and the Company has complied with the provisions relating to the constitution of ICC under the
PoSH Act.

During the financial year under review, no complaints were filed pertaining to sexual harassment
of woman employee in terms of the PoSH Act, the following is the summary of the complaints
received and disposed - off during the financial year 2024-25:

No. of complaints received: NIL

No. of complaints disposed of: Not Applicable

No. of complaints pending: Nil

Your Company holds a strong commitment to provide a safe, secure and productive work
environment to all its employees. The Company strives to ensure that every employee is informed
and compliant with all statutory policies and practices. PoSH awareness and sensitization are an
integral part of this process.

35. DISCLOSURE REGARDING COMPLIANCE W.R.T THE MATERNITY BENEFITS
ACT 1961

The Company hereby states that it was Compliant with Maternity Benefits Act, 1961 during the
Financial Year 2024-25.

36. CORPORATE SOCIAL RESPONSIBILITY:

Your Company’s CSR initiatives align with the core purpose afore stated by prioritizing in areas
of skilling, education, environment sustainability and health.

The detailed information on CSR initiatives undertaken by your Company during the financial
year ended 31 March 2025 is provided in the report on Management Discussion and Analysis,
which forms part of this Annual Report. The Annual Report on CSR activities pursuant to the
provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is
annexed to this Directors’ Report as ‘Annexure V’’.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No application is made during the Financial Year 2024-25 by or against the Company and there
are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

38. 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:

Your company has not made any one time settlement with any of its lenders.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

40. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), amount referred under Section
125 (2) shall be credited to Investor Education and Protection Fund. However, there were no such
amounts which are covered under the said section 125 read with the applicable rules that needed
to be transferred to IEPF.

41. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED
LABOUR, INVOLUNTARY LABOUR

No cases of child labour, forced labour, involuntary labour and discriminatory employment were
reported in the last financial year.

42. AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND
STAKEHOLDER RELATIONSHIP COMMITTEE

Audit Committee, Nomination, Remuneration Committee, Internal Complaints Committee (ICC),
Stakeholder relationship committee are required to be constituted.

The detail of Audit Committee, Nomination and Remuneration Committee, , Stakeholder
relationship committee, Internal Complaints Committee (ICC) and vigil mechanism are on the
website of the Company https://www.marcloire.com/investors.

43. PREVENTION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (“Insider Trading Regulations”), as amended, your Company has
adopted a ‘Code of Practices & Procedures for fair disclosure of Unpublished Price Sensitive
Information’(UPSI) to regulate, monitor and report trading by designated persons in listed
securities of your Company (“the Code”).

The Code aims at preserving and preventing misuse of UPSI. All Designated Persons of your
Company are covered under the Code, which provides inter alia for periodical disclosures and
obtaining pre-clearances for trading in securities of your Company. PAN based online tracking
mechanism for monitoring of the trade in your Company’s securities by the “Designated Persons”
and their relatives is in place to ensure real time detection and taking appropriate action, in case
of any non-compliance with the provisions of the Code.

The Board, designated persons and other connected persons have affirmed compliance with the
Code.

44. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The management discussion and analysis report for the financial year 2024-25, in accordance
with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented
as a separate statement in the annual report. This report offers a consolidated perspective on
economic, social, and environmental aspects material to our strategy and our ability to create and
sustain value for our stakeholders. It includes reporting requirements as stipulated by Regulation
34(2)(e) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

45. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and
Analysis as explained in the Corporate Governance Report, describing the Company’s objectives,
projections, estimates and expectations may constitute ‘forward looking statements’ within the
meaning of applicable laws and regulations. Actual results might differ materially from those
either expressed or implied in the statement depending on the circumstances.

46. ENCLOSURES:

a. Annexure - I: AOC -2.

b. Annexure - II: Particulars of employees;

c. Annexure - III: Secretarial Auditors Report in Form No. MR-3; and

d. Annexure - IV: Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo

e. Annexure - V: Report on CSR Activities

f. Annexure - VI: Certificate of non-disqualification of directors

47. APPRECIATION

Your Company has been able to operate efficiently because of the culture of professionalism,
creativity, adaptability, integrity and continuous improvement in all functions and areas as well as
the efficient utilization of the Company’s resources for sustainable and profitable growth.

48. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the co-operation and support
extended by the Share Holders, various authorities, banks, dealers and vendors. The Directors
also acknowledge with gratitude the dedicated efforts and valuable contribution made by all the
employees of the Company.

For and on behalf of

MARC LOIRE FASHIONS LIMITED

Sd/- Sd/-

ARVIND KAMBOJ SHAINA MALHOTRA

Managing Director Whole time Director

DIN: 09624208 DIN: 06809352

Date: 02/09/2024
Place: Delhi