Your Directors are pleased to present the 39th Annual Report of Liberty Shoes Limited ("Company" or "Liberty") together
with the Audited Financial Statements for the financial year ended 31st March, 2025.

Financial Highlights:

The highlights of the financial statements are as under:-

Statutory Compliance with Financial Reporting

Your Company has prepared the Financial Statements for
the year ended March 31, 2025, in accordance with
Sections 129, 133 and other applicable provisions of the
Companies Act, 2013, and Schedule III thereto read with
the Rules framed thereunder.

During Financial Year (FY) 2024-25, your Company achieved
a turnover of '. 67,465.57 Lakhs, registering a growth
of 6% over ' 63,577.14 Lakhs reported in the previous
year. Your Company recorded a Profit before exceptional
items of ' 2,356.76 Lakh as against ' 2,019.15 Lakh of
the previous year, registering a growth of 16.72%. The Net
Profit for the year stood at ' 1,356.13 Lakh compared
to ' 1,115.75 Lakh in the previous year, registering a
growth of 21.54%. The improvement in the profitability
margins were mainly on account of consistent cost
optimization efforts, furtherance of process automation
and working on internal campaign of overall betterment.

Your Directors with their experience and also their
understanding of the current status of Footwear industry
have decided to mainly concentrate on the domestic
front and also agreed to pursue all channels of domestic
verticals including but not limited to company's own retail
stores, Liberty Exclusive stores, Distribution thru MBO's,
e-commerce and the institutional segment.

Retail Expansion and Store Modernization

The Company continued its expansion in tier-II and tier-III
cities through a combination of Company-owned,

franchised, and distribution-led models, taking the total
number of exclusive retail outlets to over 450 across India.
Renovation of legacy stores with upgraded retail experience
has also boosted footfalls and conversions. This retail
expansion strategy has allowed the Company to bring its
diverse product range closer to evolving consumer
segments and deepen its penetration into underserved
geographies.

E-commerce Segment in line with modern trade

The ecommerce vertical delivered strong double-digit
growth during the year. Sales through the Company's own
portal "libertyshoesonline.com" and established online
marketplaces such as Amazon, Flipkart, Myntra, AJIO and
also through outright sale to Cocoblu/Retail net saw a
significant uptick, reflecting changing consumer behaviour
toward digital convenience. Enhanced digital
merchandising, real-time inventory mapping, targeted
digital campaigns, and seamless user interfaces helped
improve traffic and conversions. Investments in enhancing
the digital interface, product presentation, and customer
experience, coupled with strategic use of digital/
performance marketing, contributed to the increase in online
traffic and conversions. Omni channel/Quick commerce
initiatives such as click-and-collect, hyperlocal delivery, and
improved last-mile logistics have also bolstered the
Company's ecommerce performance.

Strategic alliances with leading online and offline players for
OEM manufacturing augmented capacity utilization and also
helped Company to bench mark its quality and its adherence
to the cost estimates and the delivery deadlines.

Institutional Segment

The Safety Shoes division, particularly in the institutional,
online, and distribution segments, witnessed a notable
upswing during the year. This was primarily driven by
rising demand from core sectors such as manufacturing,
construction, and infrastructure. The Company continued
to foster its longstanding relationships with its key
institutional clients besides exploring new customers
including housing societies & recreational clubs to further
strengthen its position in this segment .

Exports-Footwear & Lifestyle including perfumes

The export front for footwear has not been on the company's
priority during the year but despite that this has delivered
satisfactory performance.

The newly added perfume Division, in its continued
endeavour to establish a global footprint, focused on market
penetration in the USA, Canada, and the UK, alongside its
domestic expansion. This division recorded moderate yet
steady growth in both topline and profitability, driven by
strategic new product launches and extended availability
through modern trade and digital platforms.

Brand Visibility Through Campaigns

Through focused marketing, seasonal campaigns, influencer
collaborations, and social media outreach, Liberty
strengthened its brand visibility and appeal among younger
and value-conscious consumers. Brand campaigns like
"Forever Sneakers" and "Mera Joota Hindustani" resonated
strongly with younger and value-conscious consumers.
These campaigns, backed by digital-first storytelling and
endorsements, have reinforced Liberty's brand identity
as a modern, youth-centric, and proudly Indian brand
committed to the "Make in India" initiative.

Your Directors believe that the domestic footwear industry
is poised for consistent long-term growth and Liberty, with
its manufacturing competence, diversified portfolio and
growing digital presence, is well positioned to make its
position further stronger.

Credit Rating:

During FY 2024-25, CARE Ratings Limited reaffirmed its
ratings of CARE BBB (Triple B Plus) for the Company's
long-term banking facilities and CARE A2 (A Two) for
short-term banking facilities. The stable outlook reflects
continued improvement in the Company's liquidity and
operating metrics.

Subsidiary Companies, their Performance &
Consolidated Financial Statement:

As on the date of this Report, the Company does not
have any Subsidiary, Associate, or Joint Venture.

Appropriations:

Dividend

As the Company does not fall under the top 1000 listed
companies by market capitalization as on March 31, 2025,
Regulation 43A regarding Dividend Distribution Policy under
SEBI (LODR) Regulations remains non-applicable. In view
of reinvestment requirements and the long-term growth
outlook, the Board has not recommended any dividend
for FY 2024-25.

Transfer to Reserves

Your Directors proposed to transfer ' NIL (Previous Year
' NIL) to the General Reserves out of the profits available
with the Company for appropriations. Accordingly, an
amount of ' 1348.82 Lakh (Previous Year ' 1089.87 Lakh)
has been proposed to be retained in the Profit & Loss
Account of the Company.

Transfer to Investor Education and Protection Fund

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

Further as on March 31, 2025, an amount of ' 5,27,112 is
lying as unpaid or unclaimed dividend which would be liable
to be transferred in the year 2029. The details of the
abovesaid unpaid or unclaimed dividend and any other
unpaid or unclaimed dividend pertaining to any previous
years which has been already transferred to IEPF can
be accessed from the website of the Company i.e.
https://investor.libertyshoes.com/

Employees Stock Option Scheme(s)

During the year ended 31st March, 2025, your Company
has not floated any scheme in relation to Employees
Stock Option(s) and no such further plans have been
initiated at present in this regard.

Nomination and Remuneration Policy

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

Annexure-I of this Report. The Policy is also available on
the website of the Company i.e. www.libertyshoes.com.

Policies on Prevention of Insider Trading

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

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

Familiarisation Program

To ensure active engagement and informed participation
of Independent Directors, the Company conducts
familiarisation programmes from time to time. Such
familiarisation programme includes detailed presentations
by business and functional heads covering key aspects such
as operational performance, strategic plans, new product
developments, emerging technologies, and industry
outlook. Upon their appointment, Non-Executive and
Independent Directors undergo familiarisation programme
to understand the Company's business environment. The
Non executive and independent Directors are also provided
with financial results, internal audit findings and other
specific documents as sought by them from time to time.
They are also made aware of the various policies and code
of conduct and business ethics adopted by the Board.
Details of familiarisation programs extended to the Non¬
Executive & Independent Directors during the year under
consideration are disclosed on the Company website at
www.libertyshoes.com.

Risk Management Policy & Risk Management

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

The Risk Management policy is available on the
Company's website of the Company at https://
investor.libertvshoes.com/doc/statutorv_policies/Risk%20
Management%20Policy.pdf.

Whistle Blower Policy (Vigil Mechanism)

As per the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 read with Regulations 4(2)(d)(iv) and
22 of Listing Regulations, your Company has an effective
mechanism of reporting illegal or unethical behavior. The
Company has a Whistle Blower Policy (vigil mechanism)
wherein the directors, employees, consultants and
contractors are free to report violations of laws, rules and
regulations or unethical conducts, actual or suspected fraud
or violation of the Company's code of conduct or ethics
policy to the nodal officer. The mechanism followed is

appropriately communicated within the Company across all
levels and has been posted on the Notice Board of the
Company. The confidentiality of those reporting violations
etc. is maintained and they are not subjected to any
discriminatory practice. The concern can be reported by
sending an e-mail message at the dedicated address viz.
ethicscounsellors@libertyshoes.com. Individuals can also
raise their concerns directly to the CEO or the Chairman
of the Audit Committee of the Company. Any allegation
falling within the scope of the concerns are identified,
investigated and dealt with appropriately. The Audit
Committee periodically reviews the functioning of this
mechanism. The Vigil mechanism established in the
Company provides adequate safeguards against
victimization of director(s) or employee(s) or any other
person who avail the mechanism. During the year, the
Company has not received any complaint under the
Policy and no personnel of the Company was denied
access to the Audit Committee. The details of
establishment of Vigil mechanism/Whistle Blower Policy
of the Company are available at the website of the
Company viz. www.libertyshoes.com.

Non-applicability of Maintenance of Cost Records:

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

Buy Back of Equity Shares:

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

Public Deposit(s):

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

Board of Directors and Key Managerial Personnel:

Re-appointment of Directors to retire by rotation

Sh. Adish Kumar Gupta (DIN-00137612) and Sh. Ashok
Kumar (DIN-06883514), Directors of the Company who
will be retiring by rotation at the 39th Annual General
Meeting in pursuance of the provisions of Section 152 of
the Companies Act, 2013 and being eligible, have offered
themselves for the re-appointment at the 39th Annual
General Meeting.

Appointment(s)/re-appointments(s):

(a) On the recommendation of Nomination and
Remuneration Committee and Board of Directors, the
Members of the Company, through postal ballot
process which concluded on 21st June 2024, have
approved:-

i. re-appointment of Sh. Sunil Bansal (DIN:
00142121), as the Executive Director of the
Company, for a period of 3 years from 1st April,
2024 to 31st March, 2027;

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

iii. re-appointment of Sh. Adish Kumar Gupta (DIN:
00137612), as the Executive Director of the
Company, for a period of 3 years from 1st April,
2024 to 31st March, 2027; and

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

(b) On the recommendation of Nomination and
Remuneration Committee and Board of Directors, the
Members of the Company, through Postal Ballot
Process which concluded on 22nd August, 2024, have
approved the appointment of Sh. Anupam Bansal
(DIN: 00137419) as Executive Director of the Company
for a period from May 29, 2024 to March 31, 2027.

(c) The members of the Company in their 38th Annual
General Meeting held on 27th September, 2024, have
approved the following re-appointments:

i. Sh. Gautam Baid (DIN: 00021400) as an
Independent Director of the Company for a term
of 3 years effective from September 29, 2024 to
September 28, 2027;

ii. Dr. Sujata (DIN: 09289128) as an Independent
Director of the Company for a term of 3 years
effective from September 29, 2024 to September
28, 2027;

Appointments made after the closure of Financial

Year

After closure of Financial Year 2024-25, on the

recommendation of Nomination and Remuneration

Committee, the Board of Directors, in their meeting held on
28th May, 2025, approved the appointment of Sh. Neeraj
Kumar Jindal (DIN: 00054885) as an Additional Director
(Independent Category) and also recommended to
members of the Company his appointment as Independent
Director for a term of 3 consecutive years commencing from
28th May 2025 to 27th May 2028. The Company has sent
Notice of Postal Ballot to its Members seeking their approval
for the above appointment as Independent Director which
is yet to be concluded on 7th August, 2025 i.e. last date
for remote e-voting on the Special resolution for
appointment of above Director.

In the opinion of the Board, the independent directors
re-appointed during the year possess requisite integrity,
expertise, experience and proficiency.

Cessation of office of Director:

During the financial year, 2024-25, Sh. Aditya Khemka
(DIN: 00514552), who was appointed as Independent
Director for a term of five years commencing from 27th
September 2019, ceased to be Independent Director of the
Company w.e.f. 26th September 2024, due to completion
of his 1st tenure.

Further, Sh. Sunil Bansal (DIN: 00142121), tendered his
resignation from the position of Executive Director of the
Company with effect from 19th December 2024.

The Board of Directors of the Company places on record its
appreciation for the contribution made by the above
Directors during their respective tenure(s).

After closure of F.Y 2024-25, Sh. Gautam Baid (DIN:
00021400), Independent Director of the Company ceased
to be Independent Director of the Company w.e.f. 4th April
2025 due to his sudden and untimely demise.

While appreciating the contribution made by late
Sh. Gautam Baid during his tenure, the Board of Directors
also places on record their deep condolence for his sudden
and untimely demise.

Key Managerial Personnel

As on March 31, 2025, the following persons were the Key
Managerial Personnel (KMPs) of the Company as per the
provisions of the Companies Act, 2013 -

Sh. Shammi Bansal - Executive Director

Sh. Adish Gupta - Executive Director

Sh. Anupam Bansal - Executive Director

(appointed w.e.f. May 29, 2024)

Sh. Ashok Kumar - Executive Director

Sh. Munish Kakra - CFO & Company Secretary

Committees of the Board

As on March 31, 2025, your Company is having the
following Committees in compliance with the Statutory
provisions of the Companies Act, 2013 and SEBI (LODR),
Regulations, 2015, as amended:-

1. Audit Committee

2. Management Committee

3. Stakeholders Relationship Committee

4. Nomination and Remuneration Committee

5. Corporate Social Responsibility Committee

The detail of terms of reference of the Committees,
Committee composition, meetings held during the year
and attendance at the meetings of the Committees are
provided in the Corporate Governance Report.

Number of meetings of the board

During the year under review, the Board of Directors
met 5 (five) times. The detail of the composition, board
meetings held during the year and attendance at the
meetings are provided in Corporate Governance Report.
The maximum time gap between two meetings did not
exceed 120 days.

Annual Evaluation of Directors and Board as a whole

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board is required to monitor and
review the Board evaluation framework. In line with the
Corporate Governance Guidelines, the Annual Performance
Evaluation is conducted for all members as well as the
working of the Board and its Committees. This evaluation
is with specific focus on the performance and effective
functioning of the Board after seeking inputs from all
the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board
processes, information and functioning, etc. The evaluation
process also considers the time spent by each of the Board
Members, core competencies, personal characteristics,
accomplishment of specific responsibilities and expertise.
In addition, the Chairman is also evaluated on the key
aspects of his role. The Board evaluation is conducted
through questionnaire having qualitative parameters and
feedback based on ratings. The performance of the
committees was evaluated by the board after seeking
inputs from the committee members on the basis of
the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The outcome of the Board evaluation for the financial year
under consideration was discussed by the Nomination and

Remuneration Committee and Board at their respective
meetings held on 12th February, 2025, excluding the
director being evaluated.

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

In lines with the provisions of the Companies Act, 2013 and
Listing Regulations, separate meeting of the Independent
Directors of the Company was held on 31st March, 2025
in the absence of non-independent directors and members
of management inter alia to evaluate the performance of
the non-Independent Directors, Board as a whole of the
Company, its committees, Chairman and to assess the
quality, quantity and timeliness of flow of information
between the Company management and the Board.

Attributes, Qualifications & Independence of
Directors and their appointment

The criteria for determining qualifications, positive attributes
and independence of Directors in terms of the Act and the
Rules there under, both in respect of Independent Directors
and other Directors as applicable, has earlier been approved
by the Nomination and Remuneration Committee during the
financial year 2015-16 (reviewed and amended from time
to time). The Policy of the Company also provides that
the Non-Executive Independent Directors be drawn from
amongst eminent professionals with experience in
business/finance/law/public administration & enterprises.
The Board Diversity Policy of the Company requires the
Board to have balance of skills, experience and diversity of
perspectives appropriate to the Company. Directors are
appointed/re-appointed with the approval of the Members
for a period say, two to five years only. All Directors, other
than Independent Directors, are liable to retire by rotation
and are eligible for re-election in terms of the provisions
of Articles of Association of the Company and Companies
Act, 2013. The Independent Directors of your Company
have confirmed that they meet the criteria of independence
as prescribed under section 149 of the Companies,
Act, 2013 and Regulations 16 read with 25 of Listing
Regulations.

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

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

As per the provisions of Section 134(3) (1) of the Companies
Act, 2013, no material changes or commitments affecting

the financial position have occurred between the end of
financial year of the Company to which the financial
statements relates to the date of the report.

Change in the nature of Business, if any

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

Statutory Disclosures

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

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

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

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

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

Internal financial control systems and their adequacy

Liberty's internal financial controls are adequate and
operate effectively and ensure orderly and efficient
conduct of its business including adherence to its policies,
safeguard its assets, prevent and detect frauds and
errors, maintain accuracy and completeness of its
accounting records and further enable it in timely
preparation of reliable financial information. During the year,
such controls were tested and no reportable material
weakness in the design or operation was observed.

The Company has in place a strong and independent
Internal Audit Department which is responsible for
assessing and improving the effectiveness of internal
financial control and governance. To maintain its objectivity
and independence, the Internal Audit function reports to
the Chairman of the Audit Committee. The information
has been provided in the Management Discussion and
Analysis Report in detailed manner.

The Statutory Auditors of the Company has audited the
financial statements included in this Integrated Annual
Report, and as part of their audit, has issued their report on
the Company's internal financial controls (as defined in
Section 143 of Companies Act, 2013), on the effectiveness
of our internal financial controls over the financial
statements as at March 31, 2025.

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

The Independent Directors of the Company had undertaken
requisite steps towards the inclusion of their names in the
data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs (IICA) in terms of
Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014 and
have registered themselves with the Independent Director's
databank as required under the above provisions.
Furthermore, they have also renewed their registration
with IICA for applicable tenures. The Independent Directors
have also appeared and completed the online proficiency
self -assessment test in compliance with the provisions
of Companies Act, 2013 and Rules made thereunder, as
amended.

Directors' Responsibility statement

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

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

ii) 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 profit of the Company for that period;

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

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

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

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

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the Internal, Statutory and
Secretarial Auditors and external consultants and the
reviews performed by management and the relevant
board committees, including the Audit Committee, the
Board is of the opinion that the Company's internal financial
controls were adequate and effective during the financial
year 2024-25.

Audit Committee and their Recommendations/
Observations

Your Board has a duly constituted Audit Committee in
terms of Section 177 of the Companies Act, 2013 read
with the Rules framed there under and Regulation 18 of the
SEBI (Listing Regulations and Disclosure Requirements)
Regulations, 2015. The term of reference of the Audit
Committee has been approved by the Board. The details
pertaining to composition of Audit Committee, no. of
meetings held during the year under review, brief term of
reference and other details have been included in the
Corporate Governance Report, which forms part of this
report. The recommendations/observations of the Audit
Committee placed before the Board during the financial
year ended 31st March, 2025 in respect of matters
pertaining to the financial management or any other
matter related thereto, were considered and duly
accepted by the Board of Directors of the Company.

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies
Act, 2013, the members at their 36th Annual General
Meeting ("AGM") of the Company held on 30th September,
2022 had appointed M/s Pardeep Tayal & Co. Chartered
Accountants, Panipat (Firm registration No. 002733N), for

a term of 5 (five) consecutive years from the conclusion
of 36th Annual General Meeting till the conclusion of 41st
Annual General Meeting to be held in the year 2027.

Statutory Auditors' Report:

Your Company's Directors have examined the Statutory
Auditors' Report issued by M/s Pardeep Tayal & Co,
Chartered Accountants on the Annual Accounts of the
Company for the financial year ended 31st March, 2025.
There was no reservation, qualification or adverse remark
made by the Statutory Auditors in their Report and their
clarifications, wherever necessary, have been included in
the Notes to the Accounts section as mentioned elsewhere
in this Annual Report. However, the statutory auditor's
report included two "Emphasis of Matter" paragraphs,
without impacting the audit opinion which is as under alone
with management response and assurance given thereon.

(i) Emphasis on Arrangement with Affiliated
Partnership Firms

"We draw attention to Note No. 54 of the accompanying
financial statements, which describes the Company's
arrangements with M/s Liberty Footwear Co., M/s Liberty
Enterprises, and M/s Liberty Group Marketing Division,
partnership firms in which some of the directors are also
interested as partners. These arrangements grant the
Company usage rights over certain tangible and intangible
assets and are scheduled to expire on March 31, 2028.
The management has represented that, based on
understandings with certain partners and the status ol
ongoing arbitration proceedings as disclosed in the said
note, the Company expects to either acquire such assets,
renew the existing arrangements, or adopt alternative
strategies to ensure operational continuity. Accordingly, nc
adjustments have been made to the accompanying financial
statements in this regard. Our opinion is not modified in
respect of this matter."

(ii) Emphasis on Delayed Payments to MSME
Vendors

"We draw attention to Note No. 46 of the accompanying
financial statements, which states that the Company
experienced delays in making payments to certain Micro
and Small Enterprises (MSEs) governed under Section 15 ol
the Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006. As a result, an interest liability of
' 26.21 Lakhs has accrued under Section 16 of the MSMED
Act, which has been duly recognized. The delays were
attributed to vendors not timely declaring their MSME
status, leading to inadvertent breaches of the statutory
payment timeline. Management has undertaken steps to

strengthen internal controls to ensure timely vendor
updates, particularly on UDYAM registration."

In reference to above, the Management's Response
and Assurance are as under:

. With respect to the Company's arrangements
with M/s Liberty Footwear Co., M/s Liberty
Enterprises, and M/s Liberty Group Marketing
Division, it is clarified that based on ongoing
engagements and understandings with some
partners and in light of the current status of
arbitration proceedings, the Company is actively
exploring options to either acquire the underlying
assets, renew the existing agreements, or adopt
alternative strategies. This approach is aligned
with the Company's long-term strategy to ensure
uninterrupted operations and brand ownership
consolidation.

. On the MSME matter, it is clarified that the delays
were unintentional and stemmed from delayed
submissions by vendors regarding their MSME
status. These were not wilful defaults, and the
interest liability has been accounted for in full.
The Company is taking corrective steps by
enhancing internal processes and implementing
stricter controls to maintain real-time updates
on vendor MSME registration, particularly via
the UDYAM portal, to ensure strict statutory
compliance moving forward.

The Board members in their meeting held on 28th May,

2025 have expressed concern over and noted issues

and advised the management to:

. Expedite resolution of pending arbitration matters
and finalise strategic actions to safeguard the
Company's operations post-2028;

. Strengthen vendor management systems to ensure
compliance with MSMED Act provisions; and

. Endeavour to engage with the Statutory Auditors
to ensure full alignment with compliance
frameworks and reporting requirements.

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

Secretarial Auditors and their Report

In terms of Section 204 of the Act, read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended), your Board of
Directors in their meeting held on 29th May, 2024 appointed

M/s JVS & Associates, New Delhi a Practicing Company
Secretaries, for the financial year 2024-25 for conducting
the Audit of secretarial records of the Company and issue
their report.

The Secretarial Audit Report in respect of secretarial records
of the Company for the Financial Year ended March 31,2025
has been submitted by M/s JVS & Associates and taken on
record by the Board of Directors of the Company. The Report
of the Secretarial Auditors in Form MR-3 for the financial
Year ended 31st March, 2025 is enclosed to this Report. The
Board members have examined the above said report and
observed that there was no reservation, qualification and
adverse remark made by the Secretarial Auditors, except
the following instance of non-compliance(s):-

(a) Delay in filing of the Corporate Governance Report
for the quarter ended June 30, 2024; and

(b) Non-compliance with the required composition of
the Board of Directors due to the cessation of one
Independent Director Sh. Aditya Khemka on 26th
September, 2024.

Management response and assurance in response
to above instance of non-compliance(s):-

In respect of instance of non-compliance(s), it is clarified
that the Corporate Governance Report was subsequently
filed on August 21,2024, and the non-compliance regarding
the composition of the Board was rectified on December 19,
2024. The Company has duly complied with all stipulations
of the Stock Exchanges, including the payment of fines
levied for the aforementioned delays respectively by BSE
Limited and National Stock Exchange of India Limited.

The Board Members deliberated upon the above in their
meeting held on 28th May, 2025 and advised the
management to take all necessary steps to prevent
recurrence of such issues in the future.

Further, pursuant to the provisions of the Regulation 24A
of the Listing Regulations and Section 204 of the Act read
with rules made thereunder, the Board of Directors at
its meeting held on 6th August, 2025 based on
recommendation of the Audit Committee, had approved
the appointment of M/s JVS & Associates, Practicing
Company Secretaries, a peer reviewed firm (Firm
Registration Number: I2011DE848300) as Secretarial
Auditors of the Company for a term of five consecutive
years commencing from FY 2025-26 till FY 2029-30, subject
to approval of the Shareholders of the Company. An Ordinary
Resolution for the appointment of M/s JVS & Associates,
Practicing Company Secretaries as Secretarial Auditors
of the Company has been set out in the Notice of ensuing
AGM for the approval shareholders.

Internal Auditors and their Report

Internal Auditors for the Financial Year 2024-25

On the recommendation of Audit Committee, your Board
of Directors in their meeting held on 29th May, 2024 had
appointed M/s R.C. Kapoor & Co., Chartered Accountants,
New Delhi as internal Auditors of the Company, in
accordance with terms of the provisions of Sections
138,179 of the Companies Act, 2013 read with rule 8 of
the Companies (Meetings of Board and its Powers), Rules,
2014 and rule 13 of the Companies (Accounts) Rules, 2014
for the financial year 2024-25 for conducting the Internal
Audit of the books of accounts and reviewing and ensuring
the Internal Control system of the Company and to issue
their report. The Internal Auditors had submitted their
consent alongwith a confirmation that they are qualified
to act as Internal Auditors of the Company.

Internal Audit Report:

The Internal Audit Report in respect of books of accounts
and Internal Control system of the Company for the Financial
Year ended March 31,2025 has been submitted by M/s R.C.
Kapoor & Co., Chartered Accountants, which has been duly
considered and requisite corrective actions and remedial
measures were taken by Audit Committee and reports
thereon were also taken on record by the Board of Directors
of the Company. The Board members have examined the
above said report and observed that there is no reservation,
qualification and adverse remark made by the Internal
Auditors.

Appointment of Internal Auditors for Financial Year
2025-26 onwards:

On the recommendation of Audit Committee, the Board
of Directors in their meeting held on 6th August, 2025 has
approved the ratification of appointment of Sh. Rajesh
Gupta, Chartered Accountant, as Internal Auditor, in
accordance with terms of the provisions of Sections
138, 179 of the Companies Act, 2013 read with rule 8 of
the Companies (Meetings of Board and its Powers), Rules,
2014 and rule 13 of the Companies (Accounts) Rules, 2014
for the financial year 2025-26 onwards for conducting the
Internal Audit of the books of accounts and reviewing and
ensuring the Internal Control system of the Company and
to issue his report. The Internal Auditor has submitted his
consent alongwith a confirmation that he is qualified to act
as Internal Auditor of the Company.

Particulars of Loans, Advances, Guarantees and
Investments

The Company has not granted any loan, guarantee or made
any investments during the year ended 31st March, 2025

under Section 186 of the Companies Act, 2013 and Rules
made there under. Pursuant to Section 186 (4) read with
Rule 11 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),
disclosure on particulars relating to Loans, advances
and investments are provided as part of the financial
statements.

Significant and material litigation/orders

During the year under review, no Corporate Insolvency
Resolution application was made or proceeding was
initiated, by/against Liberty Shoes Limited under the
provisions of the Insolvency and Bankruptcy Code, 2016
(as amended). Further, the details of the material litigation
filed by/against the Company and the order passed therein,
if any, have been disclosed in the note no. 54 to 57 of the
notes to the Financial Statements for the year ended 31st
March 2025.

In reference to note no. 55 to the Financial Statements
for the year ended March 31, 2025, Sh. Adesh Gupta and
other shareholders petitioners have preferred an appeal
before Hon'ble Supreme Court of India against the Order
dated 20.09.2024 passed by Hon'ble NCLAT and the same is
pending to be adjudicated by Hon'ble Supreme Court of
India. The Company, as advised by its legal consultants, has
decided to contest the above appeal.

Further, for the details of non-compliances, penalties,
strictures by Stock Exchanges/SEBI/Statutory Authorities
on any matter related to Capital Markets during the
last three years, please refer the Corporate Governance
Report which forms integral part of the Annual Report.

Transactions with Related Parties

During the year 2024-25, all transactions entered by the
Company with related parties as defined under the
Companies Act, 2013, Rules made there under, were in
the Ordinary Course of Business and at Arm's Length basis.
The Audit Committee granted omnibus approval for the
transactions (which are repetitive in nature) and the same
was reviewed by the Audit Committee and the Board
of Directors on quarterly basis. Your Company does not
have a material unlisted subsidiary as defined under
Regulation 16 (1) (c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Your Directors
shall formulate a Policy to determine Material Unlisted
Subsidiary as and when the relevant provisions for the
same are applicable on it in future.

There were no materially significant transactions with
related parties during the financial year 2024-25 which
were in conflict with interest of the Company. Since all the
related party transactions entered in to by your Company
were in the ordinary course of business and also on an arm's
length basis, therefore details required to be provided in the
prescribed Form AOC-2 is not applicable to the Company.
However, the Company has been undertaking transactions
for last so many years in respect of payment of Royalty/
Franchise fees to few of the related parties after obtaining
due prior approval of the concerned regulatory authorities
and shareholders under the provisions of Companies Act
and SEBI Regulations. All the related party transactions
have been disclosed in the Notes to financial statements
as required under IND AS-24 of the Accounting Standard.

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

Particulars of Directors and Employees

The information required under Section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and subsequent amendments thereto, is given
in Annexure II and the same forms part of this report.

A statement containing the Information of top ten
employees in terms of remuneration drawn as provided
under Section 197 (12) of the Companies Act, 2013 read
with rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
subsequent amendments thereto, is given in Annexure III
and the same forms part of this report. During the financial
year 2024-25, no employee, whether employed for whole
or part of the year, was drawing remuneration exceeding
the limits mentioned under Section 197(12) of the Act read
with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
subsequent amendments thereto.

Extract of Annual Return

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

Corporate Social Responsibility (CSR)

For the past three decades, Liberty has remained deeply
committed to creating a positive and lasting impact

through its social initiatives. The belief that, as a responsible
corporate citizen, we owe a fundamental duty to contribute
meaningfully to the well-being of society is deeply ingrained
in our core values. With this in focus, we have carried out
a variety of activities in the areas of education, primary
healthcare, communities, ecology, and the environment,
among others, to make a significant and long-lasting
difference in building a society that is fair, just,
compassionate, and sustainable. Pursuant to the provisions
of Section 135 of the Companies Act, 2013, Liberty is
committed to further strengthening its effort and activities
by demonstrating care for the community through its focus
on education and skill development, health and wellness,
including treatment for the impoverished, needy, and
uninsured, promotion of Rural Sports, restoration of
national heritage, environment sustainability, and support
for disaster relief efforts, among other things. Liberty has
long engaged in CSR initiatives. The following are the
several CSR projects that your company carried out in the
year that is being evaluated:

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

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

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

2. Promotion of Sports amongst the youth from
the community

This year, Liberty extended its support to the promotion
of sports by contributing towards the donation of
uniforms and footwear for aspiring and needy
sportspersons. As part of our ongoing commitment
to nurturing talent and encouraging physical well¬
being, we proudly supported the 2nd edition of the
Major Dhyan Chand Hockey Tournament held in Jammu
& Kashmir organized under the aegis of Indian Army.
Organized to commemorate National Sports Day, the
tournament serves as a tribute to India's hockey legend
while providing a platform for young athletes to
showcase their skills. Our contribution to this initiative
reflects our belief in the power of sports to inspire
discipline, teamwork, and national pride. Liberty
remains dedicated to empowering communities
through such meaningful engagements, especially in
regions where opportunities for youth development
can be transformative. Liberty undertook this initiative
in collaboration with implementing Agency, Khawaja
Gareeb Nawaz Muslim Development and Educational
Welfare Society Baramulla Jammu & Kashmir

3. Contribution for Healthcare Initiatives

As part of our CSR initiative, we are proud to have
actively contributed towards the well-being of
the community through Healthcare initiatives. We
contributed towards organizing Blood Donation Drive,
encouraging voluntary participation to help save lives
and address the ongoing need for blood in medical
emergencies. Additionally, we extended support to
Bharat Vikash Parishad Maharana Pratap Nyas (Reg.),
an esteemed organization committed to delivering
essential healthcare services. Our contribution aids
their efforts in providing diagnostic services and
life-saving dialysis treatments to underprivileged
sections of society, reflecting our continued
commitment to making a meaningful difference in
public health and welfare.

4. Preserving National Heritage

Respecting the cultural fabric of our nation, Liberty also
contributed to the restoration and reconstruction
of a heritage building, preserving its historical and
architectural legacy for future generations.

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

Disclosure under the Sexual harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

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

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

During the year ended 31st March, 2025 the Committee did
not receive any complaint pertaining to sexual harassment
and there is no complaint pending as on the date of
beginning of this Financial year and as on the date of the
closure of this Financial year. Consequently, there are NIL
cases disposed off during the year and NIL cases pending
for more than ninety days.

Compliance of the provisions relating to the
Maternity Benefit Act 1961

During the year under review, the Company has complied
with the provisions relating to the Maternity Benefit
Act 1961.

Corporate Governance and Ethics

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

As per Regulation 34 of the Listing Regulations, a separate
section on corporate governance practices followed by
your Company, together with a certificate from Statutory
Auditors M/s Pradeep Tayal & Co., Chartered Accountants,

on compliance with corporate governance norms under
the Listing Regulations, is given at page no.86 to page no.87
of this Annual report.

Management Discussion and Analysis Report

In terms of Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis report on your
Company's performance, industry trends and other material
changes with respect to your Company, wherever
applicable, are presented at page no.90 to page no.94 of
this Annual report. The Management Disclosure and
Analysis Report provides a consolidated prospective of
economic, social and environmental aspects material to
our strategy and our ability to create and sustain value to
our key stakeholders.

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

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

Compliance with Secretarial Standards:

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

Outstanding Share Capital and its Listing:

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

Acknowledgments and Appreciation:

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

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

For and on behalf of the
Board of Directors

Shammi Bansal

Place: New Delhi Chairman of the Meeting

Dated: Wednesday, 6th August, 2025 DIN: 00138792