Directors Report of Kiaasa Retail Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Directors' Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial yea r ended on 31st March, 2025.

FINANCIAL HIGHLIGHTS

(Amount in Lakhs)
Â	2024-25	2023-24
Particulars	Current Year	Previous Year
Sales	12,162.81	8,435.36
Other Income	1.92	15.51
Total Income	12,164.73	8,450.87
Depreciation	139.29	50.58
Expenses	10,756.87	7,679.38
Total Expenses	10,939.92	7,729.96
Profit/(loss) before tax	1,224.80	720.91
Current Tax	306.82	181.60
Deferred Tax	6.32	2.73
Tax of previous year	10.16	-
Profit/(Loss) after Tax	901.51	536.58
Earnings per share (Rs.) :	Â	Â
(1) Basic	7.47	6.61
(2) Diluted	7.47	6.61

STATE OF COMPANY’S AFFAIRS

During the year under review, the total Revenue of the Company was 12,162.81/-(Lakhs) against 8,435.36/-(Lakhs) in the previous year. The company has earned a total profit of 901.51/- (lakhs) against 536.58 (Lakhs) in the previous year.

WEB LINK OF ANNUAL RETURN. IF ANY

The Company is having website i.e www.kiaasa.com and annual return of Company has been published on such

website. Link of the same is given below:

https://kiaasa.com/investors/

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Board of your company met 29 (twenty-nine) times.

The details of Meeting attended by each director is as below:

Sr. No	Name of Director	No. of Meeting held during tenure	No. of Meeting attended
1	Mr. Om Prakash	29	29
2	Mr. Amit Chauhan	29	29
3	Mr. Binod Kumar Ranjan	13	7
4	Ms. Komal	3	3
5	Ms. Aprajita Sinha	13	13
6	Mr. Swami Tarunjay Bharti	13	9

COMPOSITION OF BOARD OF DIRECTOR'S

At the end of the financial year, the Board is duly composed with Mr. Om Prakash (DIN: 06942833), Managing Director, Mr. Amit Chauhan (06942831) Whole-time Director, Ms. Aprajita Sinha (DIN: 10774134) NonExecutive Independent Director, Mr. Swami Tarunjay Bharti (DIN: 10774147) Non-Executive Independent Director, Ms. Komal (DIN:09441686) Non-Executive Independent Director and Mr. Binod Kumar Ranjan (DIN: 09110777) Non-Executive Director.

CHANGE IN DIRECTORSHIP & KEY MANAGERIAL PERSONAL

Change in the constitution of the Board and Key Managerial Personnel during the financial year under review

i.e. the structure of the Board are as follows:

Name	Designation	Date of Appointment/ Change in designation
Mr. Om Prakash	Managing Director	1st April, 2024
Mr. Amit Chauhan	Whole-time Director	1st April, 2024
Mr. Swami Tarunjay Bharti	Non-Executive & Independent Director	10th October, 2024
Ms. Aprajita Sinha	Non-Executive & Independent Director	10th October, 2024
Mr. Binod Kumar Ranjan	Non-Executive Director	10th October, 2024
Ms. Komal	Non-Executive & Independent Director	25 th February, 2025
Ms. Kanishka Singhal	Company Secretary	30th October, 2024
Mr. Sumit Aggarwal	Chief Financial Officer	4th March, 2025

DETAILS IN RESPECT OF FRAUD

The Auditor's Report doesn't contain any information in relation to fraud.

BOARD'S COMMENT ON THE AUDITORS'S REPORT

The observations of the Statutory Auditors, when read together with relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

The Company has been converted from Private limited to Public Limited w.e.f. 21^st January, 2025.

The Company is also under process to be listed and has filed DRHP on 18^th April, 2025 at SME platform of BSE Limited.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) fH OF THE COMPANIES ACT. 2013

For the financial year ended 31^st March, 2025, the Company has not transferred any sum to reserves.

DIVIDEND

Directors do not recommend any dividend for the year ended 31^st March, 2025.

DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2025, the Company does not have any subsidiary/joint venture/associate companies.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable as there was no dividend declared and paid last year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a)    In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b)    The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c)    The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d)    The directors had prepared the annual accounts on a going concern basis; and

(e)    The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION BY INDEPENDENT DIRECTORS

Based on the declarations / disclosures received from Ms. Komal, Ms. Aprajita Sinha and Mr. Swami Tarunjay Bharti, Independent Directors on the Board of the Company and on the basis of evaluation of the relationships disclosed, the said directors are independent in terms of Section 149(6) of the Companies Act, 2013.

STATUTORY AUDITOR AND AUDITORS' REPORT

M/s Dharam Taneja Associates, Chartered Accountants, has been appointed as Statutory Auditor of the Company. Company has obtained from the Auditor, a certificate as required under Section 139 of the Companies Act, 2013 to the effect that they are eligible to continue as statutory auditor of the Company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Provisions relating to Secretarial Audit are not applicable to the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Provisions relating to vigil mechanism/Whistle Blower Policy does not apply to the company whereas the company has prepared a Whistle Blower Policy and updated at the website of the Company at https://kiaasa.com/

CORPORATE SOCIAL RESPONSIBILITY (CSR) The Provisions relating to Corporate Social Responsibility were applicable upon the company for FY 2024-25 and the company has spent the amount as per below mentioned details:
S. No.		CSR Activity		Amount		Date
1.		Contribution to Om Welfare Society		10,50,176		31/03/2025
CSR report is attached as Annexure-1.			Â	Â	Â	Â	Â
NOMINATION AND REMUNERATION COMMITTEE The Nomination & Remuneration Committee comprises of following members:						Â	Â
Sr no.	Name of Member		Designation		Meeting held Meeting during tenure		Attended
1	Mr. Swami Tarunjay Bharti		Independent Director		3		3
2	Mr. Binod Kumar Ranjan		Non-Executive Director		3		3

3

Ms. Aprajita Sinha

Independent Director

3

3

The roles and responsibilities of the Nomination & Remuneration Committee are as enumerated in the terms of reference approved by the Board and as stated in the Companies Act, 2013. As required under the Act, the Committee has formulated Nomination and Remuneration Policy and has uploaded it at the website of the company.

LOANS, GUARANTEES AND INVESTMENTS

During the year, the Company has not given any Loans, Guarantee and Investments made under section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Form AOC-2 has been attached herewith as Annexure 2.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

DEPOSITS:

The company has not accepted any deposits during the financial year under review. However, loan from directors/ Relative of Directors taken during the year are as follows:

Name of Director	Loan taken during the year (In Lakhs)	Loan remaining at the end of the year (In Lakhs)
Mr. Amit Chauhan	306.6	150.73
Mr. Om Prakash	89.87	92.34
Binod Kumar Ranjan	NIL	47.55

MAINTENANCE OF COST RECORDS

During the year, The Company was not covered under section 148(1) of the Companies Act, 2013. So, there is no requirement to maintain Cost records to the company.

RISK MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

As per provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 the composition of Audit committee is as follows:
Sr no.	Name of Member	Designation	Meeting held Meeting during tenure	Attended
1	Mr. Swami Tarunjay Bharti	Independent Director	1	1
2	Mr. Binod Kumar Ranjan	Non-Executive Director	1	1
3	Ms. Aprajita Sinha	Independent Director	1	1

SHARESa.    BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b.    SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c.    BONUS SHARES

The Company has issued bonus shares during the year under review and the details as follows:
Total No. of shares Issued	Date of Allotment	Ratio
70,77,225	25th March, 2025	5:4

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment policy in line with the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaint was received by the Company: NIL

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms its adherence to the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. We are committed to upholding the rights and welfare of our women employees by ensuring compliance with all applicable statutory obligations related to maternity benefits, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1.    Details relating to deposits covered under Chapter V of the Act.

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

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

4.    Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5.    No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your director's further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.