Your directors have pleasure in presenting to you their 33^rd Annual Report
together with the audited accounts of the Company for the year ended 31^st March,
2025 and the Auditors’ Report thereon

1. FINANCIAL RESULTS:

The summarized working results for the year ended 31.03.2025 as compared with
the previous financial are as under:

2. PERFORMANCE:

During the financial year 2024-25, the Company recorded a total income of Rs.
2024.73 lakhs and reported a profit before tax of Rs. 21.47 lakhs, compared to Rs.
50.10 lakhs in 2023-24. The increasing disposable income of consumers, along with
evolving fashion trends, has contributed to a growing global demand for leather-based
products—including from major markets such as China. This trend is expected to drive
market growth in the coming years.

3. CHANGE IN THE NATURE OF BUSINESS:

Your Company is engaged in the Business of Manufacturing of Leather Garments.
There has been no change in the nature of business during the year under review.

4. DIVIDEND:

The Board of Directors has decided to retain the profits for the year and, accordingly,
has not recommended any dividend.

5. TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to the reserves for the year.

6. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares
or Shares with Differential Rights or under Employee Stock Option Scheme nor did it
Buy Back any shares. The Authorised share Capital remained the same as previous
year. The company during the year had not received any amount towards the calls in
arrears and the Paid Up capital as on 31^st March, 2025 is Rs.3,90,98,250/-.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES &
PERFORMANCE THEREOF:

Your Company does not have any subsidiary, joint venture or associate company as at
March 31, 2025. Hence, the details and performance thereof do not arise.

8. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the period under
review. Hence, the details relating to deposits covered under the Chapter V is not
required to disclose.

9. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises five Directors: three Non-Executive, Independent
Directors; one Non-Executive Director; and one Managing Director.

Consequent upon resignation of Mrs Aakriti Sharma, as the Company Secretary, the Board,
at its meeting held on May 29, 2024, appointed Mrs. Ritu Sharma as the Company
Secretary and Compliance Officer of the Company.

Mr. L. Ramanathan, who was appointed as the Whole-Time Director of the Company, has
resigned from the Board with effect from May 23, 2025. The Board places on record its
appreciation for his valuable contributions and dedicated service during his tenure as
Whole-Time Director.

Mrs. Ashitha K was appointed as a Non-Executive, Additional Independent Director of the
Company with effect from August 06, 2025, at the Board meeting held on that date.
Accordingly, the Board recommends passing the Special Resolution relating to her
appointment, as set out in Item No. 3 of the Notice convening the Meeting.

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

11. BOARD MEETINGS:

During the financial year under review, six Board Meetings were held on the following
dates: May 29, 2024; July 24, 2024 August 12, 2024; November 11, 2024; December 09,
2024 and February 12, 2025. The intervals between these meetings were within the limits
prescribed by the Companies Act, 2013. Details of the meetings and directors' attendance
are provided below:

1. Mr.L.Ramanathan who was appointed as Whole Time Director resigned from the
Board effective May 23, 2025

2. Mrs. Ashitha K (DIN: 07233606) was appointed as a Non-Executive, additional
Independent Director of the Company, effective August 6, 2025, at the Board
Meeting held on that date.

12. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:

The Company has received necessary declaration from all the Independent Directors of
the Company under Section 149(7) of the Companies Act, 2013 (“the Act”) that the
Independent Directors of the Company meet with the criteria of their Independence laid
down in Section 149(6). All the Independent Directors have registered themselves in the
Independent Director’s Database managed by the Indian Institute of Corporate Affairs.

13. COMMITTEES OF THE BOARD:

A) AUDIT COMMITTEE:

The Audit Committee consists of Five (5) Directors. All the members of the Audit
Committee have accounting, financial and management expertise. The composition,
powers, role and terms of reference of the Committee are constituted as per the
Section 177 mentioned under the Companies Act, 2013 and Regulation 18 of the
SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015).

The Audit Committee reviews the audit reports submitted by the Internal Auditors
and Statutory Auditors, financial results, effectiveness of internal audit processes
and the Company’s risk management strategy. It reviews the Company’s established
systems and the Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013 read with Schedule
II of the SEBI Regulations, 2015. The Committee is vested with the necessary powers
as defined in its Charter, to achieve its objectives.

During the financial year under review, Five (5) Audit Committee meetings were held
on the following dates: May 29, 2024; July 24, 2024 August 12, 2024; November 11,
2024; and February 12, 2025. All recommendations made by the Audit Committee
were accepted by the Board of Directors.

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

1) Mrs. Ashitha K (DIN: 07233606) was appointed as member of the Audit Committee,
effective from 6th August, 2025

B) NOMINATION AND REMUNERATION COMMITTEE:

Term of reference:

The Nomination and Remuneration Committee has been empowered and authorized to
exercise powers as entrusted under the provisions of Section 178 of the Companies Act,
2013.

The Board has framed a policy to determine and identify the persons, who are qualified
to become Directors of the Company / who may be appointed in Senior Management in
accordance with the criteria laid down, recommend to the Board their appointment and
removal and also shall carry out evaluation of every director’s performance. Committee
shall also formulate the criteria for determining qualifications, positive attributes,
independent of the Directors and recommend to the Board a Policy, relating to the
remuneration for the Directors and Key Managerial Personnel.

The Committee met one time during the year under review—on 29th May, 2024 to review
and recommend the appointment of Directors, Company Secretary etc

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

1. Mrs. Ashitha K (DIN: 07233606) was appointed as a member of the Nomination and
Remuneration Committee, from 6^th August 2025

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee oversees, inter-alia, redressal of
Shareholders and Investor grievances, transfer/ transmission/transposition of shares,
Split, consolidation, issue of duplicate shares certificates, recording dematerialization/
rematerialization of shares, non-receipt of Annual Reports and related matters.

The committee is constituted in line with the provisions of Regulation 20 of SEBI Listing
Regulations and Section 178 of the Act to:

• Consider and resolve the grievances of security holders.

• Consider and approve issue of share certificates, transfer and transmission of securities,etc

During the year under review, the Committee held two meetings on 6^th June, 2024 and
18^th November, 2024 all of which were attended by its members. The Company did not
receive any grievances or complaints during the year.

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

1. Mr.L.Ramanathan ceased to be a member of Stakeholders Relationship Committee
with effect from May 23, 2025 following his resignation from the Board.

2. Mrs. Ashitha K (DIN: 07233606) was appointed as a Member of Stakeholders
Relationship Committee with effect from 6^th August, 2025.

14. CODE OF CONDUCT:

The Board of Directors has adopted a Code of Ethics and Business Conduct for the
Directors and Senior Personnel. The Code is a comprehensive one applicable to all
Directors, Executive and Non-Executive, and members of Senior Management. The
Code has been circulated to all the members of the Board and senior personnel and
they have affirmed compliance of the same.

15. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 with respect
to Directors Responsibility Statement, your Directors confirm that they have:

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

b) selected appropriate accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair

view of the state of affairs of the company at the end of the financial year 31^st March,
2025 and of the profit and Loss Account of the Company for that period.

c) taken proper and sufficient care for maintenance of adequate accounting records in
accordance with the provisions of this Act so as to safeguard the assets of the company
and to prevent and detect fraud and other irregularities;

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

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

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

16. STATUTORY AUDITORS:

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

Accordingly, no resolution is being proposed for ratification of appointment of statutory
auditors at the ensuing AGM. The Statutory Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company and the remuneration for the
financial year 2024-25 is as per notes to the financial statement.

There are no qualifications or adverse remarks in the Auditors’ Report which require
any clarification/explanation. The Notes on financial statements are self-explanatory,
and needs no further explanation. The Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the Company during the year under review.

17. INTERNAL AUDITOR:

The primary objective of the Audit Committee is to oversee and ensure the effectiveness of
the Management’s financial reporting process. This involves ensuring accurate and timely
disclosures with the highest standards of transparency, integrity, and quality in financial
reporting. The Committee supervises the work conducted by Management, as well as the
internal and statutory auditors. For the year 2024-25, a qualified Chartered Accountant
has been appointed as the Internal Auditor to carry out the internal audit functions and
activities of the Company.

18. COST AUDIT:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and
Audits) Rules, 2014, as amended from time to time, the business activities of the company
do not fall under the scope of mandatory cost audit.

19. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed, a Practicing Company Secretary to undertake the Secretarial Audit of the
Company. The Secretarial Auditors have confirmed they are not disqualified to be appointed
as the Secretarial Auditors of the Company for the year ending 31st March, 2025. The
Secretarial Audit Report is annexed to this report as Annexure - A.

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

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

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies
Act, 2013 and in terms of Regulation 24A of the Listing Regulations, with effect from 1st
April 2025, your Company is required to appoint a Practicing Company Secretary for not
more than one term of five consecutive years or a firm of Practicing Company Secretaries
for not more than two terms of five consecutive years, as a Secretarial Auditor, with the
approval of the members at its AGM and such Secretarial Auditor must be a peer reviewed
company secretary and should not have incurred any of the disqualifications as specified
under the Listing Regulations.

Further, as per the said Regulation, any association of the individual or the firm as the
Secretarial Auditors of the Company before 31st March 2025 shall not be considered for the
purpose of calculating the tenure of the Secretarial Auditors taking into account the above
requirements, the Board, on the recommendation of the Audit Committee, has approved the
appointment of Mr. S. Ganesan Practicing Company Secretary as the Secretarial Auditors of
the Company for a term of five consecutive years, to hold office from the conclusion this
Annual General Meeting (‘AGM’) till the conclusion of 38^th (Thirty Eighth) AGM of the
Company to be held in the Year 2030 covering the period from the financial year ending
31st March 2026 till the financial year ending 31st March 2030, subject to the approval of
the members at the ensuing 33^rd AGM of your Company.

The recommendation followed a detailed evaluation of proposals received by the Company
and consideration of factors such as capabilities, independence, industry experience,
subject matter expertise and past association with the Company.

20. EXTRACTS OF THE ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the website of the Company at https://www.euroleder.com

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders were passed by the regulators or courts or
tribunals against the Company, impacting the going concern status and Company’s
operation in future.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

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

23. PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration above ceiling limits as per the provisions of
Companies Act, 2013. Hence, details of the employees of the Company as required
pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the
Companies Act, 2013, the disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, forming part of the Annual Report, is available for inspection at the
registered office of the company during working hours.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as
Annexure - B.

25. RELATED PARTY TRANSACTIONS:

All the transactions with the related parties were entered into by the Company during
the period under review were in the ordinary course of business and at arm’s length
basis. Prior omnibus approval is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of business and at arm’s length. All
related party transactions are placed before the Audit Committee for review and
approval. The details of related party transactions pursuant to clause (h) of sub -section
134 of the Act, is enclosed in Form AOC-2 as Annexure - C.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report, emphasizing the business details, is
attached and forms part of the report as Annexure - D.

27. CORPORATE GOVERNANCE:

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

Regarding Part F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, there are no shares held in the demat suspense account or unclaimed
suspense account.

28. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing fees for the year 2025-26 to the
BSE Limited where the Company’s share are listed

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social
Responsibility are not applicable to the Company.

30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

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

We further affirm that no employee has been denied access to the audit committee during
the year 2024- 25.

31. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

As per Regulation 21 of SEBI (LODR) Regulations, 2015, amendments regulation with effect
from 10/01/2020, the provisions of this regulation shall be applicable to top 1000 listed
entities, determined on the basis of market capitalization, as at the end of the immediate
previous financial year. Hence it is not applicable to us since we are not falling under the
category of top 1000 listed entities.

However, in the Audit Committee Meeting and Board of Directors’ Meeting discussed about
the elements of risk in different areas of operations and to develop various suitable actions
associated to mitigate the risks.

32. ANNUAL EVALUATION:

Pursuant to Section 134 of Companies Act, 2013 and in compliance with the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of
Directors has carried out an annual performance evaluation of the Board, it’s
Committees and Directors individually and is carried out as per the criteria laid down
by the Nomination and Remuneration Committee.

Accordingly, as per Schedule V of Companies Act, 2013, the Independent Directors of
the Company at their separate meeting evaluated the performance of non-independent
directors and the Board as a whole. They also evaluated the performance of Chairman
of the Company and flow of information from the Management to the Board.

33. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.

34. CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 a certificate received from a Company Secretary in practice is enclosed as Annexure- E

35. GENERAL SHAREHOLDER INFORMATION:

During the year 2024-25, we continued the sustainability initiative with the aim of going
green and minimizing our impact on the environment. Like the previous year, this year too,
we are publishing only the statutory disclosures in the print version of the Annual Report.
Additional information is available on our website, https://www.euroleder.com Electronic
copies of the Annual Report 2024-25 and Notice of the 33^rd AGM are sent to all members
whose email addresses are registered with the Company / Depository Participant(s)

Pursuant to the various circulars issued by the Ministry of Corporate Affairs in 2021,
2022,2023, 2024 and 2025 collectively named as MCA circulars in respect of holding of
AGM through Video Conferencing and SEBI Circulars also in respect of holding of AGM
through Video Conferencing and in the recent Circular dated 25th September 2023 and
19th September 2024, respectively, and other circulars issued in this respect (“MCA
Circulars”) allowed, inter-alia, to conduct AGM through VC/ OAVM facility Hence we
conduct our 33^rd AGM through video conferencing.The deemed venue for the 33^rd AGM
shall be the Registered Office of the Company.

In terms of the MCA Circulars since the physical attendance of Members has been
dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility
of appointment of proxies by Members under Section 105 of the Act will not be available for
the 33^rd AGM. However, in pursuance of Section 112 and Section 113 of the Act,
representatives of the Members maybe appointed for the purpose of voting through remote
e-Voting, for participation in the 33^rd AGM through VC/OAVM Facility and E-Voting during
the 33^rd AGM.

The Notice of the 33^rd AGM and Annual Report for the year 2025 will be available on the
website of the Company at www.euroleder.com and on the website of the BSE Limited at
www.bseindia.com for download

The Company is providing remote E-voting facility to all members to enable them to cast
their votes electronically on all resolutions set forth in the Notice. This is pursuant to
section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for remote E-voting are provided in the
Notice.

Members are requested to read the general instructions for accessing and participating in
the 33^rd AGM through VC/OAVM Facility and voting through electronic means including
remote e-Voting as set out in the Notice of 33^rd AGM

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:

The Company has in place an anti-Sexual Harassment Policy in line with the requirement
of the Prevention of Sexual Harassment of Women at Workplace (Prohibition, Prevention
and Redressal) Act, 2013. Internal complaints committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy. The Company has not received any
complaint of Sexual harassment during the year 2024-25 under review.

37. NON APPLICABILITY OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER
REGULATION 32 OF SEBI (LODR) REGULATION, 2015

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

38. CAUTIONARY STATEMENT:

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

39. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their thanks to the Shareholders,
Customers, Suppliers, Banks and Government for their valuable assistance and
support.

Your Directors wish to place on record their appreciation of the sincere efforts put in by
the employees of the Company at all levels for the growth of the Company.

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

Place: Chennai RM.Lakshmanan P.Shanmathy

Date: 6^th August 2025 Managing Director Director

(DIN: 00039603) (DIN: 09743522)