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Lovable Lingerie Limited Proxy Solicitation & Information Statement 2025

Mar 25, 2025

61776_rns_2025-03-25_26d4f826-994e-4762-819a-d9495f130533.pdf

Proxy Solicitation & Information Statement

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25[th] March 2025

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

To,

The National Stock Exchange of India Ltd. BSE Limited “Exchange Plaza” C-1, Block-G, Phiroze Jeejeeboy Towers Bandra Kurla Complex, Bandra (East) Dalal Street 0 Mumbai – 400 051 Mumbai – 400 001 Symbol: LOVABLE Scrip Code: 533343 Through: NEAPS Through: BSE Listing Centre

Sub: Postal Ballot notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with reference to our letter dated 30[th] January, 2025, please find enclosed herewith the Postal Ballot Notice along with the Explanatory Statement (“Notice”) for seeking approval of Members of the Company by way of Special Resolution for “Reappointment of Mr. Lattupalli Vinay Reddy (DIN: 00202619) as a Managing Director cum Key Managerial Personnel (KMP)”.

In accordance with circulars issued by Ministry of Corporate Affairs, from time to time, the Notice is being sent today, i.e. Tuesday, 25[th] March, 2025, through electronic means only to the Members of the Company whose names appear on the Register of Members/ List of Beneficial Owners as on 21[st] March, 2025, being the cut-off date and whose e-mail IDs are registered with their Depository Participant(s)/ the Company.

The Company has engaged the services of Link Intime India Private Limited to provide remote e- voting facility to all its members. The remote e-voting period commences on Thursday, 27[th] March, 2025 from 9:00 a.m. (IST) and shall end on Friday, 25[th] April, 2025 at 5:00 p.m. (IST). The-voting module shall be disabled by Link Intime India Private Limited, thereafter voting rights of the Members shall be in proportion to the shares held by them in the paid-up Equity share capital of the Company as on the Cut-off date. Please note that communication of assent or dissent of the Members would only take place through the remote e-voting system. The instructions for remote e-voting are provided in the Notice. The results of the Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting and the results along with the Scrutinizer's report, will be communicated to the stock exchanges.

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

Members who have not registered their e-mail addresses with the Company can now register the same by sending an e-mail to the Registrar and Share Transfer Agent on [email protected].

This Postal Ballot Notice will also be available on the Company’s website at www.lovableindia.in and on the website of Link Intime India Private Limited at www.linkintime.co.in

We hereby request you to take the above information on your record.

Thanking You Yours faithfully,

For Lovable Lingerie Limited

ROHIT RAGHUNAT H JADHAV

Digitally signed by ROHIT RAGHUNATH JADHAV DN: c=IN, postalCode=440001, st=MAHARASHTRA, street=NAGPUR, l=NAGPUR, o=Personal, serialNumber=cdde07c28d941c29ffe5fd0bce547c61 adbc31f35304307791f6cbac45eed057, pseudonym=d09b5c8f0f0945b59bedac157a7b9ebd, 2.5.4.20=d325eb870b640cca17ec377e934803e2683e 05c0faae3c840fb8f3e263674fbd, [email protected], cn=ROHIT RAGHUNATH JADHAV Date: 2025.03.25 15:59:23 +05'30'

Rohit Raghunath Jadhav Company Secretary A68132

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582 E-mail: [email protected] Website: www.lovableindia.com

Postal Ballot Notice

Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014.

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended (“the Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (“the Management Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs, Government of India (“the MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolution appended below, be passed by the members of the Company (as on the Cut-off Date), through postal ballot (“the Postal Ballot”) only by way of remote e- voting (“e-voting”) for the following special resolutions:

Sr.No. Particulars
1. Reappointment of Mr. Lattupalli Vinay Reddy (DIN: 00202619) as a Managing Director cum Key Managerial
Personnel(KMP)

An Explanatory Statement pertaining to the said resolutions setting out the material facts and the reasons / rational thereof form part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email address is registered with the Company / Depository Participant(“DP”).

The Board has appointed M/s Nishtha Khandelwal & Associates, Practicing Company Secretaries, as the scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the LODR Regulations, and SS-2, the Company has provided e-voting facility to its members to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the MUFG Intime India Private Limited for facilitating e-voting.

Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The e-voting facility will be available during the following period:

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

Commencement of e-voting period 9.00 a.m. IST on Thursday,March 27th 2025
Conclusion of e-voting period 5.00p.m. IST on Friday,April 25th 2025
Cut-off date for eligibilityto vote Friday,March 21st,2025

The e-voting facility will be disabled by MUFG Intime India Private Limited immediately after 5.00 p.m. IST on Friday, April 25[th] , 2025, and will be disallowed thereafter.

The Scrutinizer will submit her report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result will be announced within 48 hours from the conclusion of the e-voting period i.e. on or before 5.00 PM IST on Friday, April 25[th] , 2025. The results declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-voting, i.e., Friday, April 25[th] , 2025, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

Special Business:

Reappointment of Mr. Lattupalli Vinay Reddy (DIN: 00202619) as a Managing Director cum Key Managerial Personnel (KMP):

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 of the Companies Act, 2013 (“the Act”) and such other applicable provisions, if any, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”) (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and subject to consent of members in general meeting, approval of the Board be and is hereby accorded to the re-appointment of Mr. Lattupalli Vinay Reddy (DIN: 00202619) as the Managing Director cum Key Managerial Personnel (KMP) of the Company, for a period of three years with effect from 1st February, 2025 to 31st January, 2028 (both days inclusive), on terms and conditions including remuneration as set out herein below, with liberty to the Board of Directors (hereinafter referred to the “Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board to alter and vary the terms and conditions of the said re-appointment and /or remuneration as it may deem fit and as may be acceptable to Mr. Lattupalli Vinay Reddy, subject to the same not exceeding the limits specified under Schedule V of the Companies Act, 2013 or any statutory modification(s) or re-enactments thereof;

I. Salary:

  • A. In case, the Company has adequate net profit (calculated as per section 198 of the Act) in any financial year:

  • a. Salary including dearness, house-rent and all other allowances upto Rs.1,86,300/- (Rupees One Lakh Eighty-Six Thousand Three Hundred only) per month as may be decided by Board of Directors subject to not exceeding the specified limit of net profit under the provisions of the Act.

  • b. Incentives, not exceeding the specified ceiling limit of the net profit of the Company for each financial year or part thereof computed in the manner as laid down under Section 198 of the

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

Companies Act, 2013 after deducting salary as mentioned at (a) above & perquisites as provided hereunder.

OR

  • B. In case, the Company has no profit or its profits are inadequate: Salary as per the limit mentioned in Schedule V and further the Board of Directors of the Company is authorized to make such payment as maximum remuneration under section II of part II of Schedule V of the Act.

II. Perquisites:

Mr. L Vinay Reddy shall be entitled to House Rent Allowance (not exceeding 60% of the salary as mentioned at (A) (a) above), gas, electricity, medical reimbursement, leave travel concession for self and family, club fees, personal accident insurance, Company maintained car with driver, telephone and such other perquisites in accordance with the Company’s rules, the monetary value of such perquisites to be determined in accordance with the Income Tax Rules within the ceiling limits payable to Mr. L Vinay Reddy, subject however to ceiling the limit of minimum remuneration as mentioned hereinabove in case of loss or inadequate profits.

Mr. L Vinay Reddy shall be further eligible to the following perquisites also which shall not be included in the computation of the ceiling limit on remuneration:

  • i. The Company’s contribution to Provident Fund, Superannuation Fund or Annuity Fund to the extent it is not taxable under the Income Tax Act;

  • ii. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

  • iii. Encashment of leave at the end of the tenure.”

“RESOLVED FURTHER THAT Mr. L Vinay Reddy shall be entitled to reimbursement of expenses actually and properly incurred by him for the business of the Company.”

“RESOLVED FURTHER THAT Mr. L Vinay Reddy shall not be liable to retire by rotation as Director of the Company.”

“RESOLVED FURTHER THAT the Board shall have the discretion and authority to modify the aforesaid terms and remuneration within, however, the limit as approved by the members.”

“RESOLVED FURTHER THAT in the event of any statutory amendments, modifications or relaxation by the Central Government to Schedule V to the Companies Act, 2013, the Board of Directors be and is hereby authorized to vary or increase the remuneration (including the minimum remuneration), that is, the salary, perquisites, allowances, etc. within such prescribed limit or ceiling and the terms and conditions of the said appointment as agreed to between the Board and Mr. L. Vinay Reddy be suitably amended to give effect to such modification, relaxation or variation, subject to such approvals as may be required by law.”

“RESOLVED FURTHER THAT any of the Directors or the Chief Financial Officer or the Company Secretary of the Company be and are hereby severally authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts,

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835 Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582 E-mail: [email protected] Website: www.lovableindia.com

deeds and things as may considered expedient and necessary in this regard.”

Place : Mumbai Date : 20[th] March, 2025

By order of the Board of Directors For Lovable Lingerie Limited

Registered Office : Lattupalli Vinay Reddy A-46, Street No.2, MIDC, Andheri (East), Chairman & Managing Director Mumbai, Maharashtra, 400093 DIN No.: 002026

NOTES:

  1. An Explanatory Statement setting out the material facts and the reason/rationale pursuant to Section 102 of the Act and the other applicable provisions of the Act, in respect of the proposed Special Resolution is annexed hereto. The approval of the Members of the Company is being sought through the remote e- voting facility only.

  2. This postal ballot notice is being sent by e-mail to all the Members, whose names appear on the register of Members/list of beneficial owners as received from National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) as on Friday, March 21[st] , 2025 (the “ Cut- Off Date ”) and who have registered their e-mail addresses in respect of electronic holdings with the depository through the concerned depository participants and in respect of physical holdings with the Company's registrar and share transfer agent, Link Intime India Private Limited (“ RTA ”).

  3. The voting shall be reckoned in proportion to a Member's share of voting rights on the paid-up share capital of the Company as on the Cut-Off Date. Any recipient of the postal ballot notice who was not a Member of the Company as on the Cut-Off Date should treat this postal ballot notice for information purpose only.

  4. The Members are requested to read carefully the instructions and complete the remote e-voting on or before 5.00 p.m. on Friday, April 25[th] , 2025.

  5. Pursuant to the applicable provisions of the Act and Rules framed thereunder and the SEBI Listing Regulations, the Company can serve notices, annual reports and other communication through electronic mode to those Members who have registered their e-mail addresses either with the depository participant(s) or the Company. We request the Members to register / update their e-mail address with their Depository Participant in case they have not already registered / updated the same. Members who are holding shares in physical form are requested to get their email address registered with the Registrar and Share Transfer Agents.

  6. As required by Rule 20 and Rule 22 of the Rules read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this postal ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper (in vernacular language).

  7. The Board of Directors of the Company (the “ Board” ) vide resolution adopted at their Meeting held on March 20[th] , 2025, has appointed M/s Nishtha Khandelwal & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot by way of E-voting process in a fair and transparent manner. After completion of scrutiny of the votes, the Scrutinizer will submit her report to the Chairman of the Company, or any other person authorized by the Chairman. The results of Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting and the results along with the Scrutinizer's report, will be communicated to the stock exchanges, Company's RTA, NSDL/CDSL and will also be displayed on the Company’s website www.lovableindia.in.

  8. Relevant document(s) referred to in the accompanying Notice and the Explanatory Statement can be obtained for inspection by sending E-mail to Company on [email protected] up to the last date of e-voting i.e. Friday, April 25[th] , 2025. The results of the postal ballot will be placed on the Company's www.lovableindia.in and will also be intimated to the Stock Exchanges where the shares of the Company are listed i.e. BSE and NSE, in accordance with the provisions of SEBI Listing Regulations.

  9. E-voting:

  10. In compliance with Regulation 44 of the Listing Regulations and Section 108 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and the relevant MCA Circulars, the Company is pleased to provide facility of e-voting to enable its Members to cast their votes electronically in respect of the resolution as set out in this Postal Ballot Notice.

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

  • The e-voting period commences from Thursday, March 27[th] 2025 (09.00 a.m. IST) and ends on Friday, April 25[th] 2025 (5.00 p.m. IST). The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.

  • The voting rights of the Members shall be in proportion of their shareholding to the total issued and paid- up equity share capital of the Company as on the Cut-off Date i.e. Friday, March 21[st] , 2025.

  • Members holding shares either in physical form or dematerialized form, as on the Cut-off Date i.e. Friday, March 21[st] 2025, (including those Members who may not receive this Postal Ballot Notice due to non- registration of their email address with RTA or the DPs, as aforesaid) can cast their votes electronically, in respect of the resolution as set out in this Postal Ballot Notice only through the e-voting.

Instructions and other information relating to remote e-voting is provided under the section “Electronic Voting Particulars”.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING (ELECTRONIC VOTING PARTICULARS):

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

- Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access e Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

  • I. Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter User ID and Password. Click on “Login”

  • c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • b) Proceed with updating the required fields.

  • c) Post successful registration, user will be provided with Login ID and password.

  • d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e- Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

  • a) Visit URL: https://www.evoting.nsdl.com

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e- Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • b) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

  • II. Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

  • b) Click on New System Myeasi Tab

  • c) Login with existing my easi username and password

  • d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., Link InTime/ MUFG InTime, for voting during the remote e-voting period.

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

  • e) Click on “Link InTime/ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

  • a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided username and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “Link InTime/ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

a) Visit URL: https://www.cdslindia.com

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “Link InTime/ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

III. Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) After successful authentication, click on “Link InTime/ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

  • a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

  • Set the password of your choice

  • (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Enter Image Verification (CAPTCHA) Code

  • Click “Submit” (You have now registered on InstaVote).

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

Shareholders who have registered for INSTAVOTE facility:

  • c) Click on “Login” under ‘SHARE HOLDER’ tab.

  • A. User ID: Enter your User ID

  • B. Password: Enter your Password

  • C. Enter Image Verification (CAPTCHA) Code

  • D. Click “Submit”

  • d) Cast your vote electronically:

  • A. After successful login, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon.

  • C. E-voting page will appear.

  • D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

  • IV. Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

  • A. ‘Investor ID’ –

  • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

  • B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • C. ‘Investor PAN’ - Enter your 10-digit PAN.

  • D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • c) Enter the “Event No.” for which you want to cast vote.

  • Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “16-digit Demat Account No.” for which you want to cast vote.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will be able to see the “Notification for e-voting”.

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “Download Sample Vote File” tab.

  • f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

V. Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

**Login type ** Helpdesk details
Individual
Shareholders
holding securities in demat
mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk
by sending a request at [email protected] or call at : 022 - 4886 7000
Individual
Shareholders
holding securities in demat
mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk
by sending a request [email protected] or contact at
toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on “Login” under ‘SHARE HOLDER’ tab.

  • Click “forgot password?”

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Click “forgot password?”

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT 2013

At the 35[th] Annual General Meeting of the Company held on September 27, 2022, the members had approved the appointment and terms of remuneration of Mr. L Vinay Reddy as Chairman-cum-Managing Director (CMD) for a period of two years from February 01, 2023. His term of office will expire on January 31, 2025. In view of recommendation by Nomination and Remuneration Committee after considering the performance evaluation done by the committee, the Board of Directors is of the opinion that it is in the interest of the Company to re-appoint Mr. L Vinay Reddy as Managing Director for a further period of three years, with effect from February 01, 2025 to manage the day to day affairs of the Company, subject to the approval of the members at the ensuing Annual General Meeting of the Company.

A brief profile of Mr. L Vinay Reddy is given in the table below on “Information pursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/ Re-appointment of Directors”.

Mr. L. Vinay Reddy is husband of Ms. Taruna Reddy, Director of the Company.

Further details of Mr. L Vinay Reddy have been given in the Annexure to this Notice.

Place : Mumbai Date : March 20[th] , 2025

By order of the Board of Directors For Lovable Lingerie Limited

Sd/-

Registered Office :

Mr. L Vinay Reddy DIN: 00202619

A-46, Street No.2, MIDC, Andheri (East), Chairman and Managing Director Mumbai, Maharashtra, 400093 DIN: 00202619

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

Annexure

Additional information on director recommended for appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards:

Age 56
DIN 00202619
Date of First Appointment on Board December 24, 1998
Qualifications Bachelor of Commerce
Nature of expertise in specific functional areas Mr. L. Vinay Reddy is the Chairman and Managing Director of
our Company since February 1, 2010 and served as its Head
Finance & Accounts Department since October 03, 2011. He is a
resident Indian national and has a bachelor’s degree in
commerce from the University of Bombay. Having experience of
over 25 years in the innerwear industry, he has been with our
Company since its inception. He was instrumental in obtaining
license of “Lovable” brand for our Company.
He has vast experience in the areas of management, marketing
strategies and overall administration control and supervision.
The overall day to day affairs and management decisions of our
Companyare under the supervision of Mr. L. VinayReddy.
Inter-se relationships with directors and key
managerialpersonnel
Husband of Taruna Reddy
Shareholding in the Company (as on December 31st,
2024)
41,36,131
Key terms and conditions of appointment As per the resolution of this Notice read with the explanatory
statement thereto
Listed companies (other than Lovable Lingerie Limited)
in which Mr. Lattupalli Vinay Reddy holds Directorship
and~~Committee Membership~~
1. Federal Brands Limited
2. Reddy & Pathare Elastics Pvt. Ltd.
3. Holstein Ecofoods Private Limited
4. Hype Integracomm Private Limited
5. Lovable Lifestyles Private Limited
6. Aarthik No-middleman Online Welfare Foundation
7. Juvenca Online Private Limited
8. Microtex ClothingPrivate Limited

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LOVABLE LINGERIE LIMITED

CIN: L17110MH1987PLC044835

Regd. Office: A-46, Road No. 2, MIDC, Andheri (East), Mumbai-400093. Ph.No. +91-022-28383581 Fax No . +022-91283835582

E-mail: [email protected] Website: www.lovableindia.com

It is proposed to appoint Mr. Lattupalli Vinay Reddy as Director Date of first appointment on Board, last drawn for his first term on the Board and hence, these details are not remuneration and number of Board meetings attended applicable. Membership in the Board committees (other than Nil Lovable Lingerie Limited) Listed Entities from which Mr. Lattupalli Vinay Reddy Nil has resigned as Director in past 3 years