Company Information 2. From The CEO's Desk 3. Notice 4. Directors' Report 11. Secretarial Audit Report 36. Corporate Governance Report 38

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3 C O N T E N T S Company Information 2 From The CEO's Desk 3 Notice 4 Directors' Report 11 Secretarial Audit Report 36 Corporate Governance Report 38 Management Discussion and Analysis Report 59 Independent Auditors' Report 62 Balance Sheet 66 Statement of Profit & Loss 67 Cash Flow Statement 68 Notes to e Financial Statement 69 Independent Auditors' Report (Consolidated) 88 Balance Sheet (Consolidated) 91 Statement of Profit & Loss (Consolidated) 92 Cash Flow Statement (Consolidated) 93 Notes to e Consolidated Financial Statements 94 Attendance Slip/Proxy Form/E-Communication Regiration Form 113 1

4 Liberty Shoes Ltd. Board of Directors Adesh Kumar Gupta CEO & Executive Director (DIN ) Shammi Bansal Executive Director (DIN ) Sunil Bansal Executive Director (DIN ) Adeesh Kumar Gupta Executive Director (DIN ) Ashok Kumar Executive Director (DIN ) Raghubar Dayal Independent Director (DIN ) Amitabh Taneja Independent Director (DIN ) Vivek Bansal Independent Director (DIN ) Ramesh Chandra Palhan Independent Director (DIN ) Pushpinder Singh Grewal Independent Director (DIN ) Lovelena Mody Women Independent Director (DIN ) Company Secretary & Compliance Officer Munish Kakra Chief Financial Officer & Company Secretary Company Information Audit Committee Raghubar Dayal Ramesh Chandra Palhan Vivek Bansal Sunil Bansal Nomination and Remuneration Committee Raghubar Dayal Ramesh Chandra Palhan Pushpinder Singh Grewal Management Committee Adesh Kumar Gupta Shammi Bansal Adeesh Kumar Gupta Ramesh Chandra Palhan Raghubar Dayal Stakeholders Relationship Committee Sunil Bansal Adeesh Kumar Gupta Ramesh Chandra Palhan Corporate Social Responsibility Committee Shammi Bansal Adeesh Kumar Gupta Raghubar Dayal Ramesh Chandra Palhan Lovelena Mody Regirar & Share Transfer Agent Link Intime India Pvt. Ltd. 44, Community Centre, Naraina Indurial Area Phase-I New Delhi Tel.: (91) Fax: (91) delhi@linktime.co.in Regiered Office Libertypuram, 13 Mileone, G. T. Karnal Road, Kutail, P.O. Baara, Dit. Karnal , Haryana Tel.: (91) Fax: (91) lpm@libertyshoes.com Website: CIN: L19201HR1986PLC Corporate Office Ground Floor, Tower - A, Building No. 8, DLF Cyber City, Phase - II, Gurugram , Haryana Tel.: (91) Fax: (91) mail@libertyshoes.com Bankers Corporation Bank DBS Bank Ltd. HDFC Bank Ltd. IndusInd Bank Ltd. Kotak Mahindra Bank Ltd. State Bank of India Auditors M/s Pardeep Tayal & Co. Chartered Accountants Indian Bank Building, G.T. Road, Panipat , Haryana Buy Liberty Foot Fashion online on libertyshoesonline.com Join us on facebook.com/libertyshoes 2

5 From The CEO's Desk Dear friends, Indian footwear indury is entering an exciting new phase of accelerating grow wi e economic boom setting in, rise in disposable income of e burgeoning middle class, change in consumers habits and greater an ever before exposure to global fashion trends. The perception regarding footwear has changed over time. It is now seen as more an ju a utility item. Inead it is valued as a yle atement and as an essential feature of what being well dressed is all about. Your company, being leading brand has been a major beneficiary of is trend and we have kept our fingers on e pulse of change at has redefined footwear purchase by introducing more ylish and innovative designs. Anoer shift at has taken place is e pronounced preference for casual and sports shoes among e you who conitute e large segment of e market. For em comfort along wi fashion has been e important determining factor in buying footwear. Here too we made sure at our product focus helped us ay abrea of e new market orientation while maintaining our identity as a family footwear brand. Records also show at wi brand consciousness on e rise ere is an increasing preference for branded footwear in place of nonbranded footwear. The movement towards branded footwear is also e result of e tru at branded footwear inspires. In fact, wi ever-rising aspirations of a you dominated market India is today among e mo brand-driven nations in e world. Also significant is e fact at e grow in women's footwear segment is almo double of at in men's. We have ensured at our production was attuned to meet e requirements of is shift in trend. We have also geared ourselves marketing-wise to keep pace wi e new rategies at are defining today's business techniques in order to achieve our goal of suainable grow. This has led to opening of more company-owned and franchisee ores not ju in metros but also in class 1 cities. As a part of e market expansion drive we have also reached out to unexplored market in Tier-1 and Tier-2 cities. Government too has supported e indury by enhancing e ease of doing business, passing e GST Bill, rive towards cashless economy introducing e FDDI Act and announcing special packages for e Leaer and Footwear Sector. What has also helped is e increasing recognition of e Footwear Sector by e Central & State Governments as well as initiatives and efforts of CFLA (Council for Footwear Leaer and Accessories). CFLA has been recently formed, for e benefit & development of domeic footwear indury, under e aegis of Department of Indurial Policy and Promotion, Miniry of Commerce and Indury, Government of India and wi e participation of all leading Indian footwear brands as members of e Council. Sh. Adesh Kumar Gupta, CEO, Liberty Shoes Ltd. & Chairman CFLA wi Sh. Arun Jaitley, Hon ble Finance Minier, Govt. of India Sh. Adesh Kumar Gupta, CEO, Liberty Shoes Ltd. & Chairman CFLA wi Smt. Nirmala Siaraman, Hon ble Minier of Commerce & Indury, Govt. of India Liberty is optimiic at wi e implementation of e above developments overall footwear indury would be benefitted where branded footwear segment would emerge as e major beneficiary. There is a saying at to be in e shoes of a successful leader you need a vision at will take you places. Friends wi your goodwill and support we have been gifted wi e vision at will lead us to great glory in e times to come. Adesh Kumar Gupta Chief Executive Officer 3

6 Liberty Shoes Ltd. Notice Notice is hereby given at e 31 (Thirty Fir) Annual General Meeting of e Members of Liberty Shoes Ltd. ( e Company ) will be held on Thursday, 24 Augu, 2017 at A.M at e Regiered Office of e Company situated at Libertypuram, 13 Mileone, G.T. Karnal Road, Kutail, P.O. Baara, Di. Karnal , Haryana to transact e following businesses:- ORDINARY BUSINESESS: Item no. 1-Adoption of Financial Statements To receive, consider and adopt: a) e Audited Financial Statements of e Company for e Financial year ended March 31, 2017 togeer wi e Reports of e Board of Directors and e Auditors ereon. b) e Audited Consolidated Financial Statements of e Company for e Financial year ended March 31, 2017 togeer wi e Reports of e Auditors ereon. Item no. 2-Appointment of Directors (a) To appoint a Director in place of Sh. Adesh Kumar Gupta (DIN ), who retires by rotation and being eligible, offers himself for re-appointment. (b) To appoint a Director in place of Sh. Shammi Bansal (DIN ), who retires by rotation and being eligible, offers himself for re-appointment. Item no. 3-Appointment of Statutory Auditors of e Company To appoint M/s U. Shanker & Associates, Chartered Accountants, (Firm regiration No N) as Statutory Auditors of e Company in place of e retiring Statutory Auditors M/s Pardeep Tayal & Co., Chartered Accountants, (Firm regiration No N), to hold office from e conclusion of is Annual General Meeting ( AGM ) till e conclusion of e 36 AGM to be held in e year 2022 (subject to e ratification of eir appointment at every AGM if so required under e Act) and to fix eir remuneration, by considering and if ought fit, passing e following resolution as an ORDINARY RESOLUTION ereof: to all e applicable laws and regulations, including but not limited to e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to e recommendations of e Audit Committee and Board of Directors of e Company, M/s U. Shanker & Associates, Chartered Accountants, (Firm regiration No N) be and are hereby appointed as Statutory Auditors of e Company, in place of retiring auditors M/s Pardeep Tayal & Co., Chartered Accountants, (Firm regiration No N), from e conclusion of is Annual General Meeting ( AGM ) to e conclusion of e 36 AGM to be held in e year 2022 (subject to e ratification of eir appointment by Members at every AGM to be held after is AGM), at such remuneration, as approved by e Board of Directors of e Company and determined by e Audit Committee of e Company in consultation wi e Auditors. Place: Gurugram, Haryana Dated: Thursday, 25 May, 2017 Regiered Office Libertypuram, 13 Mileone, G.T. Karnal Road, Kutail, P.O. Baara, Dit. Karnal , Haryana Tel.: (91) ~ 03 Fax: (91) lpm@libertyshoes.com Website : CIN: L19201HR1986PLC By order of e Board For Liberty Shoes Ltd. Munish Kakra CFO & Company Secretary M. No.ACS 6262 RESOLVED THAT, pursuant to e provisions of Section 139, 142 and all oer applicable provisions, if any, of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014 including any atutory modification(s) or re-enactment ereof, for e time being in force and subject 4

7 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AFORESAID ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE ON HIS/HER BEHALF, ONLY ON A POLL. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. THE INSTRUMENT APPOINTING THE PROXY, DULY COMPLETED AND SIGNED, SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING. A PROXY FORM IS ANNEXED TO THIS REPORT. Pursuant to Section 113 of e Companies Act, 2013 and Rules framed ereunder, Corporate Members intending to send eir auorized representative(s) to attend e Annual General Meeting are requeed to send a duly certified copy of eir Board Resolution and/or Power of Attorney, if any, auorizing eir representative(s) to attend and vote at e Annual General Meeting. 3. Pursuant to e provisions of Section 105 of e Companies Act, 2013, a person can act as a proxy on behalf of not more an fifty members and holding in aggregate not more an ten percent of e total Share capital of e Company. Members holding more an ten percent of total Share capital of e Company may appoint a single person as proxy, who shall not act as a proxy for any oer person or Member. 4. During e period beginning 24 hours before e time fixed for e commencement of e meeting and ending wi e conclusion of e meeting, a member would be entitled to inspect e proxies lodged at any time during e business hours of e Company, provided at not less an ree days notice in writing is given to e Company. 5. Pursuant to Section 91 of e Companies Act, 2013 read wi Rules framed ere under and Regulation 42 (5) of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015, e Regier of Members and Share Transfer Books shall remain closed from Friday, 18 Augu, 2017 to Thursday, 24 Augu, 2017 (bo days inclusive). 6. Members are requeed to produce e Attendance Slip duly signed as per e specimen signature recorded wi e Company/ Depository Participants for admission to e Meeting hall. 7. Members, who hold shares in dematerialized form, are requeed to bring eir Depository Participant (D.P). I.D. and Client I.D. No(s). for easier identification to record attendance at e Meeting. 8. Members holding shares in electronic form are requeed to intimate immediately any change in eir address or bank mandates to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form are requeed to advise any change in eir address or Bank mandates immediately to e Company's Regirar and Share Transfer Agent, M/s Link Intime India Pvt. Ltd, 44, Community Centre, Naraina Indurial Area Phase-I, New Delhi Members holding shares in electronic form may note at bank particulars regiered again eir respective depository accounts will be used by e Company for payment of dividend, if any. The Company or its Regirar and Share Transfer Agent, M/s Link Intime India Pvt. Ltd. cannot act on any reque received directly from e Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to eir Depository Participants by e Members. 10. The Inveors/Shareholders are to be cautious while submitting e physical documents viz. Demat Reque Forms (DRF) and share certificates, etc. wi eir Depository Participant(s) and should ensure at ey (DPs) do not delay in sending e DRF and Share Certificate(s) to e Regirar and Share Transfer Agents (RTA) after generating e Demat Reque Number (DRN). Kindly note at if DRF and share certificates, etc. are not received from eir Depository Participant(s) by e RTA wiin a period of 15 days from e date of generation of e DRN for dematerialization, e DRN will be treated as rejected /cancelled. This ep is being taken on e advice of Depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited so at no demat reque remains pending beyond a period of 21 days. Upon rejection/cancellation of e DRN, a fresh DRF wi new DRN has to be forwarded along wi share certificate(s) by e Depository Participant(s) to e RTA. 11. Pursuant to Regulation 12 of e Liing Regulations read wi Schedule I to e said Regulations, it is mandatory for all e Companies to use bank details furnished by e inveors for diributing dividends, intere, redemption or repayment of amounts to em rough National/Regional/Local Electronic Clearing Services (ECS) or Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT), National Automated Clearing House (NACH) wherever ECS/RTGS/NEFT/NACH and bank details are available. In case of non availability of electronic facility, Companies are required to mandatorily print bank details of e inveors on payable at par warrants or cheques for diribution of dividends or oer cash benefits to e inveors. In addition to at, if bank details of inveors are not available, Companies shall mandatorily print e address of e inveor on such payment inruments. Therefore, Members holding shares in physical mode are requeed to update eir bank details wi e Company or RTA immediately. Members holding shares in demat mode are requeed to update e ECS mandate wi eir DPs concerned. 12. Unpaid / Unclaimed Dividend: i. Pursuant to Section 205 and Section 205A of e Companies Act, 1956 read wi e Companies Unpaid Dividend (Transfer to General Revenue Account of e Central Government) Rules, 1978 and amended provisions of Section 205A read wi Section 205C of e Companies Act, 1956, all unclaimed/ unpaid amount of dividends have been transferred to e General Revenue Account/Inveor Education and Protection Fund (IEPF) eablished by e Central Government, as e case may be. It may be noted at once e unpaid/unclaimed amount of Dividend is transferred to e IEPF, e same cannot be claimed by e members ere from in terms of e provisions of Section 205B of e Companies Act, ii. The members, who have not yet claimed eir dividends warrants for e financial year ended 31 March, 2014 and 31 March, 2015, are requeed to claim e amount of Dividend from e Company immediately by submitting a reque letter wi e Company or Regirar and Share Transfer Agent M/s Link Intime India Pvt. Ltd. at e above mentioned addresses before e due date of transfer of respective amount 5

8 Liberty Shoes Ltd. of unpaid/unclaimed dividend to IEPF. Unclaimed/Unpaid amount of dividend for e financial year ended 31 March, 2014 and 31 March, 2015 will be transferred to e IEPF on 3rd November, 2021 & 3rd November, 2022 respectively. 13. As per Regulation 40(7) of e Liing Regulations read wi Schedule VII to e said Regulations, for regiration of transfer of shares, e transferee(s) as well as transferor(s) shall mandatory furnish copy of eir Income Tax Permanent Account Number (PAN). Additionally, for securities market transactions and/or for off market/ private transactions involving transfer of shares in physical mode of lied Companies, it shall be mandatory for e transferee(s) as well as transferor(s) to furnish copy of PAN Card to e Company/RTA for regiration of such transfer of shares. In case of transmission of shares held in physical mode, it is mandatory to furnish a copy of e PAN Card of e legal\heir(s)/nominee(s). 14. Pursuant to Section 72 of e Companies Act, 2013 read wi Rule 19 (1) of e Companies (Share Capital and Debentures) Rules, 2014, e facility for making nomination is available for e Members in respect of e shares held by em. Members who have not yet regiered eir nomination are requeed to regier e same by submitting Form No. SH 13. The said form can be downloaded from e Company's website under section Inveor Relations. Members holding shares in single name and physical form are advised to make nomination in respect of eir shareholding in e Company by submitting duly completed Form No SH. 13 wi e Company's RTA in case of shares in physical form and wi eir respective depository in case of shares in electronic form. In case of any cancellation or variation in Nomination in respect of eir Shareholding in e Company, Members may download Form SH-14 from e website of e Company and submit duly completed Form SH. 14 wi e Company's RTA in case of shares in physical form and eir respective depository in case of shares in electronic form. 15. Members holding shares in multiple folios in identical names or joint holding in e same order of names are requeed to send e share certificates to Regirar and Share Transfer Agent, M/s Link Intime India Pvt. Ltd., for consolidation in to a single folio. 16. Non-Resident Indian Members are requeed to inform Regirar and Share Transfer Agent, M/s Link Intime India Pvt. Ltd., immediately of: a) Change in eir residential atus on return to India for permanent settlement. b) Particulars of eir bank account maintained in India wi complete name, branch, account type, account number and address of e bank wi pin code number, if not furnished earlier. 17. A brief profile along wi necessary information of e Directors seeking eir appointment/re-appointment in e forcoming Annual General Meeting in pursuance of Regulation 26(4) & 36 (3) of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 and e Secretarial Standard on General Meetings (SS-2) issued by The Initute of Company Secretaries of India (ICSI), is annexed to e Notice of is Annual General Meeting as Annexure A of Annexure to e notice. 18. Members are requeed to:- a. Bring eir copy of e Annual Report and Attendance Slip at e venue of e Meeting. b. Quote eir Folio/DP ID & Client ID No. in all correspondence wi Company/Regirar & Share Transfer Agent. c. Note at no gift shall be diributed at e Annual General Meeting. d. Note at Members present in person or rough regiered proxy/auorized representative(s) shall only be entertained. e. Update eir ID's wi eir Depository, in case shares are held in Dematerialized form and wi RTA in case shares are held in physical form, if not provided earlier. 19. As per Section 101 and Section 136 of e Companies Act, 2013 read wi relevant provisions of Companies (Management and Adminiration) Rules, 2014, Companies can serve Annual Reports and oer communications rough electronic mode to ose Members who have regiered eir address eier wi e Company/RTA or wi eir respective Depository participants. Members, who have not regiered eir address wi e Company/RTA, can now regier e same by submitting a duly filled in E-communication Regiration form annexed to is Annual Report which is also available on e website of e Company to Company/RTA of e Company. Members holding shares in demat form are requeed to regier eir address wi eir respective Depository Participants only. Members of e Company, who have regiered eir address, are entitled to receive such communication in physical form upon reque. 20. The Notice of Annual General Meeting, Annual Report and Attendance slip are being sent in electronic mode to Members whose IDs are regiered wi e Company or depository Participant(s) unless e Members have regiered eir reque for a hard copy of e same. Physical copies of e above documents are being sent to ose Members who have not regiered eir e mail IDs wi e Company or Depository Participant(s). Members, who have received e Notice of Annual General Meeting, Annual Report and Attendance Slip in electronic mode, are requeed to print e Attendance Slip and submit a duly filled in Attendance Slip at e regiration counter at e venue of e AGM to attend e meeting. 21. Members, desiring any information relating to e accounts, are requeed to write to e Company at an early date so as to enable e management to keep e information ready. 22. All e documents referred to in e Notice and Explanatory Statement including Regier of Directors and Key Managerial Personnel and eir shareholding, maintained under Section 170 of e Companies Act, 2013 and Regier of Contracts or Arrangements in which Directors are intereed, maintained under Section 189 of e Companies Act, 2013 are open for inspection at e Regiered Office of e Company on all working days between A.M. and 1.00 P.M. up to e date of e aforesaid Annual General Meeting or any adjournment ereof, except on Sundays and oer holidays. 23. The Miniry of Corporate Affairs (MCA), Government of India has introduced a 'Green initiative in Corporate Governance' by allowing paperless compliances by e Companies for service of documents to eir Members rough electronic mode which will be in compliance wi Section 20 of e Companies Act, 2013 and Rules framed ereunder. In case you have not regiered your correct e 6

9 mail ID, please communicate e same to our Regirar and Share Transfer Agents (RTA) - M/s. Link Intime India Pvt. Ltd. at eir above address in respect of e shares held by you in physical mode or communicate to your Depository Participant(s) concerned in respect of shares held by you in demat / electronic mode. Alough you are entitled to receive physical copy of e Notices, Annual Reports, etc. from e Company, we sincerely seek your support to enable us to forward ese documents to you only by which will help us in participating in e Green Initiatives of e MCA and protect our environment. In view of e above, e Company has already dispatched earlier written communications to its Members requeing em to regier eir designated ID wi e Company/RTA. However, Members, who are desirous of obtaining physical copy of e Notices, Annual Reports and oer documents, may forward eir written reque to e Company/RTA for e same. 24. As required under e Secretarial Standards on General Meetings (SS-2) issued by e Initute of Company Secretaries of India, a route map, including a prominent landmark, showing directions to reach e AGM venue is annexed hereto. 25. Pursuant to Section 108 of e Companies Act, 2013, read wi Rule 20 of e Companies (Management and Adminiration) Rules, 2014 as subituted by e Companies (Management and Adminiration) Amendment Rules, 2015 and Regulation 44 of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015, e Company is pleased to offer to e Members, who are holding shares as on cutoff date 17 Augu, 2017, remote e-voting facility to ca eir votes electronically and rough Ballot Paper at e Annual General Meeting on all resolutions set for in is Notice. The remote e voting facility is in addition to e voting rough Ballot Paper at may take place at e Annual General Meeting venue on Thursday 24 Augu, The Ballot Paper shall be made available at e Annual General Meeting and e members attending e Meeting who have not ca eir vote by remote e-voting shall be able to vote at e Meeting rough 'Ballot Paper'. 26. A member may participate and attend e Annual General Meeting even after exercising his right to vote rough Remote E-voting but shall not be entitled to vote again at e Annual General Meeting. A member, who has voted by Remote E voting, cannot vote at e AGM. The process and general inructions for remote e-voting are given as follows: A. In case of members receiving (for ose members whose addresses are regiered wi e Company): i. The shareholders should log on to e e voting website ii. Click on Shareholders / Members iii. Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number regiered wi e Company. iv. Next enter e Image Verification as displayed and Click on Login. v. If you are holding shares in demat form and had logged on to PAN vi. Dividend Bank Details OR Date of Bir (DOB) and voted on an earlier voting of any company, en your exiing password is to be used. If you are a fir time user follow e eps given below: For Members holding shares in Demat Form and Physical Form Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bo demat shareholders as well as physical shareholders) Members who have not updated eir PAN wi e Company/Depository Participant are requeed to use e sequence number which is printed on Attendance Slip indicated in e PAN field. Enter e Dividend Bank Details or Date of Bir (in dd/mm/yyyy format) as recorded in your demat account or in e Company records in order to login. If bo e details are not recorded wi e depository or Company please enter e member id / folio number in e Dividend Bank details field as mentioned in inruction (iii). vii. After entering ese details appropriately, click on SUBMIT tab. viii. Members holding shares in physical form will en directly reach e Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein ey are required to mandatorily enter eir login password in e new password field. Kindly note at is password is to be also used by e demat holders for voting for resolutions of any oer Company on which ey are eligible to vote, provided at Company opts for e voting rough CDSL platform. It is rongly recommended not to share your password wi any oer person and take utmo care to keep your password confidential. ix. For Members holding shares in physical form, e details can be used only for e-voting on e resolutions contained in is Notice. x. Click on e EVSN ( ) of LIBERTY SHOES LIMITED on which you choose to vote. xi. On e voting page, you will see RESOLUTION DESCRIPTION and again e same e option YES/NO for voting. Select e option YES or NO as desired. The option YES implies at you assent to e Resolution and option NO implies at you dissent to e Resolution. xii. Click on e RESOLUTIONS FILE LINK if you wish to view e entire Resolution details. xiii. After selecting e resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. 7

10 Liberty Shoes Ltd. (B) xiv. xv. xvi. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. Once you CONFIRM your vote on e resolution, you will not be allowed to modify your vote. You can also take a print of e votes ca by clicking on Click here to print option on e Voting page. If a demat account holder has forgotten e changed login password en Enter e User ID and e image verification code and click on Forgot Password & enter e details as prompted by e syem. xvii. Shareholders can also ca eir vote using CDSL's mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Apple and Windows phone users can download e app from e App Store and e Windows Phone Store respectively. Please follow e inructions as prompted by e mobile app while voting on your mobile. xviii. Note for Non - Individual Shareholders and Cuodians l Non-Individual shareholders (i.e. oer an Individuals, HUF, NRI etc.) and Cuodian are required to log on to and regier emselves as Corporates. l A scanned copy of e Regiration Form bearing e amp and sign of e entity should be ed to helpdesk.evoting@cdslindia.com. l After receiving e login details, a Compliance User should be created using e admin login and password. The Compliance User would be able to link e account(s) for which ey wish to vote on. l The li of accounts linked in e login should be mailed to helpdesk.evoting@cdslindia.com and on approval of e accounts ey would be able to ca eir vote. l A scanned copy of e Board Resolution and Power of Attorney (POA) which ey have issued in favour of e Cuodian, if any, should be uploaded in PDF format in e syem for e scrutinizer to verify e same. xix. In case you have any queries or issues regarding e-voting, you may refer e Frequently Asked Queions ( FAQs ) and e-voting manual available at under help section or write and to helpdesk.evoting@cdslindia.com. Any person, who acquires shares of e Company and become Member of e Company after dispatch of e Notice and holding shares as on e cut-off date i.e. as on close of business hours of Thursday, 17 Augu, 2017 may follow e same inructions as mentioned above for e-voting. In case of members receiving e physical copy of Notice of Annual General Meeting (for members whose IDs are not regiered wi e Company/depository participant(s) or requeing physical copy): Please follow all eps from Sl. no. (I) to Sl. no. (XVIII) above to ca vote General Inructions: I. The remote e-voting period commences on Sunday, 20 Augu, 2017 at a.m. and ends on Wednesday, rd 23 Augu, 2017 at 5.00 p.m. During is period, shareholders of e Company, holding shares eier in II. III. IV. V VI. VII. VIII. physical form or in dematerialized form, as on close of business hours of Thursday, 17 Augu, 2017, may ca eir vote electronically. The Remote E-voting shall not be allowed beyond e above date and time. The Remote E-voting facility shall be blocked forwi by CDSL at e end of Remote E-voting period i.e. at e ends on rd Wednesday, 23 Augu, 2017 at 5.00 p.m. A member may participate in e AGM even after exercising his right to vote rough Remote E-voting but shall not be entitled to vote again. A member as on e cut-off date i.e. Thursday, 17 Augu, 2017 shall only be entitled for availing e Remote E-voting facility or vote, as e case may be, in e AGM. The Member, who is not a member as on e Cut-off date i.e. Thursday, 17 Augu, 2017 should treat is Notice to e AGM for eir information purposes only. Once e vote on a resolution is ca by e shareholder, e shareholder shall not be allowed to change it subsequently. In case of any queries or issues or grievance regarding Remote E-Voting, you may refer e Frequently Asked Queions (FAQs) and e-voting manual available under e help section of or call on toll free no.: or contact Mr. Rakesh Dalvi, Deputy Manager, Central Depository Service (India) Ltd., 16 Floor, P. J. Towers, Dalal Street, Fort, Mumbai at e designated IDs helpdesk.evoting@cdslindia.com or CFO & Company Secretary at inveorcare@liberty shoes.com, Tel. No: The Notice to e AGM shall be available on e website of e Company The voting rights of shareholders shall be in proportion to eir shares of paid-up equity share capital of e Company as on close of business hours of Thursday, 17 Augu, Member can also download e notice of e meeting from e website of e Company available at for exercising eir e-voting rights. Members, oer an members who have already ca eir votes rough remote e-voting, desiring to exercise vote by Physical Ballot form at e 31 Annual General Meeting rough Poll are requeed to carefully read e inructions printed on e reverse of e Ballot form which shall be provided to e members at e AGM. The Board of Directors of e Company has appointed CA Sukesh Gupta, partner of M/s Pardeep Tayal & Co., Chartered Accountants, Panipat as Scrutinizer for conducting e remote e-voting and voting rough ballot form at e 31 Annual General Meeting in a fair and transparent manner. At e end of e remote e-voting period, Scrutinizer will 8

11 IX. download e entire voting data using its Scrutinizer login. The Chairman shall at e AGM, at e end of discussion on e resolutions on which voting is to be held, allow voting wi e assiance of scrutinizer, by use of ballot paper, which will be available at e AGM for all ose members who are present at e AGM but have not ca eir votes by availing e remote e-voting facility. The Members may fill up e Ballot Papers which will be provided to em at e AGM by carefully reading e inructions printed on e reverse of e same and e duly signed and filled up Ballot Paper will be deposited in e Ballot Boxe(s) which will be available at e AGM. X. The Scrutinizer shall, immediately after e conclusion of voting at e 31 Annual General Meeting, fir count e votes ca at e 31 Annual General Meeting, ereafter unblock e votes ca rough remote e-voting and rough ballot form in e presence of at lea two witnesses not in e employment of e Company and make, not later an 48 hours of e conclusion of e meeting, a consolidated scrutinizers' report of e total votes ca in favour or again, if any to e Chairman or a person auorized by him in writing who shall countersign e same and declare e consolidate results of e voting forwi after receiving of consolidated scrutinizer's report from e scrutinizer. XI. The consolidated Results of e above voting along wi e consolidated Scrutinizer's Report shall be placed on e Company's website immediately after e result declared by e Chairman or any oer person auorized by e Chairman at e end of 31 Annual General Meeting of e Company to be held on Thursday, 24 Augu, 2017 and e same shall also be communicated to BSE Limited and National Stock Exchange of India Limited, where e shares of e Company are lied. XII. The resolution shall be deemed to be passed on e date of 31 Annual General Meeting, subject to e receipt of sufficient votes rough a compilation of voting results (i.e. remote e-voting and voting held at e Annual General Meeting rough Poll). IMPORTANT NOTE: Liberty Shoes Ltd., being a lied Company and having more an 1000 shareholders, is compulsorily required to provide remote e-voting facility to members in terms of Section 108 of e Act read wi Rule 20 of e Rules and Regulation 44 of e Liing Regulations. Voting by show of hands will not be available to e members at e 31 Annual General Meeting in view of e provisions of Section 107 read wi Section 114 of e Act. Annexure to e Notice Explanatory Statement: The following explanatory atement sets out all material facts relating to e business as mentioned under Item No. 3 of e accompanying Notice as required under Section 102 of e Companies Act, This explanatory atement is provided for ough rictly not required as per Section 102 of e Act. Item No.3: Appointment of Statutory Auditors of e Company Under Section 139 of e Companies Act, 2013 and Rules made ereunder, it is mandatory to rotate e atutory auditors on completion of e maximum term permitted under e said section. M/s Pardeep Tayal & Co. Chartered Accountants were appointed as Statutory Auditors of e Company in 28 Annual General Meeting of e Company held on 29 September, 2014 for conducting e audit of e accounts of e Company for ree consecutive financial years and accordingly in terms of e provisions of said section of Companies Act, 2013 e maximum term of eir office will expire on e conclusion of 31 Annual General Meeting of e Company. The Audit Committee and e Board of Directors of e Company in eir respective meetings held on 25 May, 2017 considering e profile, background, qualification, independent relationship wi e Company and experience, has recommended and approved e appointment of M/s U. Shanker & Associates, Chartered Accountants, New Delhi (Firm regiration No N) as e Statutory Auditors of e Company, in place of e retiring Auditors M/s Pardeep Tayal & Co., Chartered Accountants, for a period of five consecutive years from e conclusion of 31 Annual General Meeting of e Company to be held on 24 Augu, 2017, till e conclusion of 36 Annual General Meeting to be held in e year 2022, subject to e approval of e members of e Company in e forcoming Annual General Meeting and also ratification by e members in eir every Annual General Meeting to be held after e forcoming Annual General Meeting. The Company has received a certificate from M/s U. Shanker & Associates, Chartered Accountants, New Delhi (Firm regiration No N) confirming eir eligibility to be appointed as Auditors of e Company in terms of e provisions of Section 141 of e Companies Act, 2013 and Rules framed ere under. They have also confirmed at ey hold a valid certificate issued by e Peer Review Board of e Initute of Chartered Accountants of India (ICAI) as required under e provisions of Regulation 33 of e Liing Regulations. The Board of Directors commends e Ordinary Resolution set out at Item No. 3 of e accompanying Notice for approval by e Members. None of e Directors or Key Managerial Personnel of e Company or eir relatives is, in any way, concerned or intereed in e Resolution set out at Item No. 3 of e accompanying Notice. Place: Gurugram, Haryana Dated: Thursday, 25 May, 2017 By order of e Board For Liberty Shoes Ltd. Munish Kakra CFO & Company Secretary M. No.ACS 6262 Regiered Office Libertypuram, 13 Mileone, G.T. Karnal Road, Kutail, P.O. Baara, Dit. Karnal , Haryana Tel.: (91) ~ 03 Fax: (91) lpm@libertyshoes.com Website: CIN: L19201HR1986PLC

12 Liberty Shoes Ltd. Annexure-A DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING [PURSUANT TO REGULATION 26(4) AND 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS (SS-2)] Name of e Director Sh. Adesh Kumar Gupta Sh. Shammi Bansal Director Identification Number (DIN) Date of Bir/Age 27 June, 1960/57 Years 27 March, 1961/56 Years Date of Appointment (Fir appointment as Director) Qualification 28 September, 1990 Graduate in B.Sc (Engineering) 28 November, 1990 Graduate Experience / Expertise in specific Functional Areas l He has been working as Director since 1990 and as Executive Director since l He has been inrumental in formulating Company s rategies and being CEO, looking after e overall affairs of e Company since l He has over ree decades of experience in footwear indury l He has been embraced by many preigious awards and in e pa, he has been a key functionary of confederation of Indian indury. l He is active Chairman of e Council for Footwear Leaer and Accessories (CFLA) and has been inrumental since its inception to rategise various initiatives, in formulating various policies for e sector and making representation to e Central and State Governments and oer Departments for elevating e Sector. l l l l He has been working as Director of e Company since 1990 and as Executive Director since He is having experience of more an ree decades in footwear indury. He has been accredited wi various initiatives in e field of leaer and footwear technology including use of E.P. Polymers, introduction of E.V.A compound in Indian Footwear indury. He has been looking after e production designing and development of various types of footwear at Company s plants at Haryana, Uttrakhand, and Himachal Pradesh. Terms & conditions of appointment/reappointment Details of remuneration to be sought/ remuneration la drawn ( ) No. of Board Meetings attended during e year Relationship wi oer Directors and oer Key Managerial Personnel (KMPs) inter se Li of directorship held in oer Companies as on 31 March, 2017 Appointment as Director liable to retire by rotation `4 Lacs (including all perquisites) Appointment as Director liable to retire by rotation Refer Corporate Governance Report at Page no 38 Refer Corporate Governance Report at Page no 38 None l Liberty Automotive Private Limited l Sunfe Infratech & Power Private Limited l Geofin Invements Private Limited l Council for Footwear Leaer and Accessories l Leaer Sector Skill Council l LT Foods Limited `4 Lacs (including all perquisites) Broer of Sh. Sunil Bansal, Executive Director l Little World Conructions Pvt. Ltd. Li of membership in Committees of e Board of e oer Companies on which he is a Director as on 31 March, 2017 No. of shares held in e Company: (a) Own (b) For oer persons on a beneficial basis None Equity Shares NIL None Equity Shares NIL 10

13 Dear Shareholders, Your Directors have pleasure in presenting e 31 Annual Report of e Company togeer wi e Audited Financial Statements for e financial year ended 31 March, In addition to e Audited Financial Statements for e financial year ended 31 March, 2017, your Company has also presented its consolidated financial atements after considering e Audited Annual Directors' Report results of its overseas wholly owned subsidiary Liberty Foot Fashion Middle Ea FZE in accordance wi e requirements of e applicable Accounting Standards and provisions of e Liing Regulations wi e Stock Exchanges. Financial Highlights (Standalone and Consolidated): The highlights of e financial atements (Stand Alone and Consolidated) are as under:- ( ` In Lakh) Particulars Stand Alone Consolidated Gross Sales 51, , , , Less: Excise Duty 2, , , , Net Sales 49, , , , Add: Oer Income Revenue from Operations and Oer Income 49, , , , Profit before Depreciation, Finance Cos and Tax 3, , , , Less: Finance Cos 1, , , , Less: Depreciation & Amortisation 1, , , , Profit Before Exceptional Items 1, , , , Less: Exceptional Items Profit Before Tax Expense 1, , , , Less: Tax Expenses Net Profit for e year (NP) , , Review of e operations of e Company: During e financial year ended 31 March 2017, Liberty has recorded a turnover of `51, Lakhs an increase of 10% over corresponding previous year. The Profit before Depreciation, Intere and Tax ood at `3, Lakhs as compared to `4, Lakhs during e corresponding previous year The Profit before Tax expenses ood at `1, Lakh as compared to `1, Lakhs during e corresponding previous year The Profit after Tax of your Company, for e year under consideration, has declined and remained at ` Lakhs as again `1, Lakhs during e corresponding previous year. The Company's Profit margins during e year under consideration have adversely effected mainly due to increase in manufacturing expenses, employees benefits expenses and higher provisions for Taxations on account of cessation of Tax incentives available earlier for two Tax free plants of e Company. Domeic segment consiing of Company Owned and Company Operated, exclusive franchise ores, multi brand outlets and Initutional business achieved a turnover of `47, in Financial year 2017, an increase of 9% over e corresponding previous year At export front where Liberty operates rough its own brands and also rough leading private labels of Europe, poed a turnover of `4, Lakhs a grow of over 23% over e corresponding previous year Your Directors are concerned wi e Company's performance in terms of profitability and all determined to set up suitable corrective measures and to make use of abundant potential available for e footwear indury. Your Company has envisaged at wi e emergence of cashless economy in India as well as implementation of Goods & Service Tax (GST), e organized retail where your Company operates will do much better in e years to come which will, in turn, help e Company to rengen its presence in e footwear market. Your Company, on consolidation basis wi its wholly owned subsidiary (WOS) Company Liberty Foot Fashion Middle Ea FZE, Dubai, recorded a turnover of `51, Lakhs and achieved a Consolidated Net profits of ` Lakhs. The WOS has not yet commenced its operations and incurred bare minimum adminirative expenses only during e year as a result of which while consolidating e financial atements of is subsidiary wi e Company, e Consolidated profit has declined to e extent of ose expenses. The members are aware at your Company has franchise arrangements since 2003 wi e two partnership firms namely Liberty Enterprises (LE) and Liberty Group Marketing Division (LGMD), in which few of e Directors are intereed as partners and e Company, also keeping in view e benefits available to its shareholders in e long run expressed its intent to out rightly acquire e assets available to e Company under e franchise arrangements. Your Company is in discussion wi e firms to conclude e term of e acquisition as early as possible subject to e mutual consent of e parties and compliance of applicable atutory guidelines. Your Company, for e time being period, has since renewed e 11

14 Liberty Shoes Ltd. franchise arrangements on e exiing terms and conditions for anoer period of one year. The members are informed at e Miniry of Corporate Affairs, Government of India vide its Notification dated February 16, 2015 has issued e Companies (Indian Accounting Standards) Rules, 2015 which lays down a roadmap of Companies for implementation of Indian Accounting Standards (Ind AS). Every lied Company and eir holding and subsidiary Companies (oer an banking Companies, insurance Companies and non-banking financial Companies) are required to comply wi Ind AS in preparation of eir financial atements for accounting periods beginning on or after April 1, 2017, wi e comparatives for e periods ending March 31, The provisions of above Rules will be applicable on your Company w.e.f. April 1, 2017 considering e Net wor of your Company as on March 31, 2014 was less an `500 Crores which is e criteria for applicability of Ind AS on e Companies. Your Company will adopt e Ind AS for accounting periods beginning on or after April 1, 2017 in preparation of its financial atements for e said periods. Furer, since e provisions of said Rules are not applicable on overseas subsidiaries, erefore e overseas wholly owned subsidiary of your Company M/s Liberty Foot Fashion Middle Ea FZE in Dubai is not required to comply wi Ind AS in preparation of eir financial atements. Credit Rating: During e year under review, Care Analysis and Research Limited (CARE), a leading rating agency, has re-affirmed its Ratings CARE A (-); (single A Minus) in respect of Long Term banking facilities (comprising Term Loan and Working Capital fund based facilities) and CARE A2 (+) ( A Two Plus) in respect of Short Term banking facilities (comprising non fund based facilities) sanctioned by e Banks to e Company. The outlook on e Long Term rating is able. Subsidiary Company eir Performance & Consolidated financial atement: Liberty Foot Fashion Middle Ea FZE (LFF), Dubai (Wholly Owned Overseas Subsidiary) The Company has one Wholly Owned Overseas Subsidiary M/s Liberty Foot Fashion Middle Ea FZE (LFF), Dubai as on March 31, There are no associate Companies or Joint venture Companies wiin e meaning of Section 2(6) of e Companies Act, The Wholly Owned Subsidiary of e Company has not yet arted its operation and has incurred nominal routine expenses during e year under consideration which has been accounted while consolidating its financial atements wi e Company. Your Company till 31 March, 2017 has inveed a sum of ` Lakh (Previous Year ` Lakh) in LFF as its capital contribution. The financial results of LFF have been consolidated wi e Company in compliance wi Accounting Standards-21 of e Accounting Standards issued by e Initute of Chartered Accountants of India. In accordance wi Section 129 of e Companies Act, 2013, consolidated financial atements of e Company and its subsidiary Company is attached. The consolidated financial atements have been prepared in accordance wi e relevant accounting andards as prescribed under section 129 of e Companies Act, The consolidated financial atements disclose e assets, liabilities, income, expenses and oer details of e Company and its subsidiary. Pursuant to provisions of fir proviso of Section 129(3) of e Companies Act, a atement containing salient features of e financial atements of e Company's wholly owned subsidiary are given in Annexure I in Form AOC-1 and e same forms part of is report. Pursuant to e ird proviso to Section 136 (1) of e Companies Act, 2013, e financial Statements of e Company, consolidated financial atements along wi relevant documents and separate audited accounts in respect of wholly owned subsidiary, are available on e website of e Company at The annual accounts of e wholly owned subsidiary and e related information will be made available to any member of e Company/its wholly owned subsidiary seeking such information and are available for inspection by any member of e Company/ its wholly owned subsidiary at e Regiered Office of e Company. Appropriations: Dividend Your Directors, considering e financial requirement to e Company, have not recommended any dividend for e financial year ended 31 March Transfer to Reserves Your Directors proposed to transfer ` Lakh (Previous Year ` Lakh) to e General Reserves out of e profits available wi e Company for appropriations. Accordingly, an amount of ` Lakh (Previous Year ` Lakh) has been proposed to be retained in e Profit & Loss Account of e Company. Employees Stock Option Scheme(s) During e year ended 31 March, 2017, your Company has not floated any scheme in relation to Employees Stock Option(s) and no such furer plans have been initiated at present in is regard. Nomination and Remuneration Policy Your Board of Directors, on e recommendation of e Nomination and Remuneration Committee, framed and adopted a policy for selection, appointment and remuneration of Directors and Senior Management Personnel. The contents of e Policy and evaluation criteria have been ated in e Corporate Governance Report. The above Nomination and Remuneration Policy is set out in Annexure-II of is Report. The Policy is also available on e website of e Company i.e. Policy on Prevention of Insider Trading Your Company has adopted a code of Conduct for Prevention of Insider Trading wi a view to regulate trading in Equity Shares of e Company by e Promoters, Directors, Employees, designated persons and oer connected persons. The said Code of Conduct is available on e website of e Company at The Code requires preclearance for dealing in Company's shares and prohibits purchase or sale of shares in your Company by e Promoters, Directors, Employees, designated persons and oer connected persons while ey are in possession of unpublished price sensitive information and also during e period when e Trading Window remains closed. Familiarization Program In order to encourage active participation of Independent Directors and in order to underand e business environment, your Company has been familiarizing e Independent Directors on its Board wi detailed presentations by its business functional heads on e Company operations, rategic business plans, new products and technologies including significant aspects of e Indury and its future outlook. Once appointed, e Non Executive & independent Directors undergo e familiarization program of e Company. The Non executive & independent Directors are also provided wi financial results, internal audit findings and oer specific documents as sought by em from time to time. They are also made aware of e various policies and code of conduct and business 12