Notes to Accounts of Kiaasa Retail Ltd.

Mar 31, 2025

33    Disclosure required for employee benefits

(A) Defined contribution plans:

Provident fund

The Company makes contributions, determined as a specified percentage of employee's salaries, in respect of qualifying employees towards provident fund which is a defined contribution plan. The Company has no obligations other than to make the specified contributions.

(B)    Defined benefit plan :

(i)    Gratuity

The company operates defined benefit plan for gratuity for its employees. Under the gratuity plan, every employee who has completed at least five year of service get a gratuity as per provision of the gratuity Act.

The following tables summarize the component of Net (Benefit) / expenses recognized in the statement of profit and loss and the funded status and amount recognized in the balance sheet for the gratuity plan.

a)    Economic Assumptions

The discount rate is generally based upon the market yields available on Government bonds at the accounting date relevant to currency of benefit payments for a term that matches the liabilities.

35 (ii) Relationship with Struck off Companies:

No transaction has been made with the company stricking off under section 248 of The Companies Act, 2013 or section 560 of Companies Act, 1956.

35 (iii) Compliance with number of layers of companies

Where the company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017. No layers of companies has been established beyond the limit prescribed as per above said section / rules. As there is no holding or subsidiary of the Company

35 (vii) Details of Benami Property held

No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder as at 31 March 2024.

35 (viii) Wilful Defaulter

No bank or FI has declared the company as "Wilful defaulter".

35 (ix) Registration of charges or satisfaction with Registrar of Companies:

All applicable cases where registration of charges or satisfaction is required with Registrar of Companies have been done. No registration or satisfaction is pending at end of 31 March 2025.

The Company (as per the provisions of the Core Investment Companies (Reserve Bank) Directions 2016) has no CICs as part of the '^x) Company.

The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with ⁽ ' the books of accounts and there are no material discrepancies.

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stake holders which are under active consideration by the Ministry. Based on an initial assessment by the Company, the additional impact on Provident Fund contributions by the Company is ⁽    ' not expected to be material, whereas, the likely additional impact on Gratuity liability/ contributions by the Company and its Indian

subsidiaries could be material. The Company will complete its evaluation once the subject rules are notified and will give appropriate impact in the financial results in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Additional information pursuant to the provisions of paragraph 5 of general instructions of Schedule III the New Companies Act, 2013 for preparation of Statement of Profit & Loss are as under a) Operating leases as lessee:

The Company has entered into cancellable lease agreement for office premises with various parties. Lease rental recognized in the Statement of Profit and Loss is Rs 1,069.02 Lakhs (31 March 2024: Rs.747.64 Lakhs) under “Rent”.

37    Commitments and contingencies

As per the best estimates of the management, there is no contingent liability and capital comittment exist except below as on the date of financial statements

a) . A civil suit has been filed by Mr. Manoj Kakkar against the Company (formerly Kiaasa Retail LLP) and other parties, seeking recovery of ?17.44 lakhs towards alleged outstanding rental dues, interest, legal expenses, electricity charges, and broker's commission in respect of a leased property located at 2/6, Mall Road, Tilak Nagar, New Delhi. The matter is currently pending before the Hon'ble Additional District Judge, Tis Hazari Courts, Delhi, and is listed for hearing on April 23, 2025, for determination of jurisdiction. No provision has been made in the financial statements, as the outcome of the matter is uncertain and will depend on the adjudication by the appropriate court. Date of next hearing is 9th October 2025.

b) .The Company has received a system-generated notice from the GST portal reflecting an input tax credit (ITC) mismatch amounting to ?143.96 Lakhs for the month of May 2024. The discrepancy arose due to excess ITC being claimed in the GSTR-3B return as compared to the auto-populated details in GSTR-2B for the said tax period.

It is important to note that the notice is currently at an intimation stage and has not been followed by a formal show cause notice (SCN) or demand order under Section 73 or 74 of the Central Goods and Services Tax Act, 2017.

As the matter is yet to be adjudicated by the GST authorities and no official proceedings have been initiated, no provision has been made in the books of account. However, the said amount is disclosed as a contingent liability, pending resolution.

38    Corporate social responsibility - CSR Expenditure

As per provisions of section 135 of the Companies Act, 2013, read along with the Rules made thereunder and Schedule VII thereto, the Company has to incur at least 2% of average net profits, as per section 198 of the Companies Act, 2013, of the preceding three financial years towards Corporate Social Responsibility (“CSR”).

Accordingly, the Company has spent a sum of INR 10.50 lakhs [Current Account with Schedule Bank] towards CSR activities as approved by the Board of Directors on the recommendations of CSR committee of the Company.

39    Segment reporting

The Company has only one operating segment (Trading of garments items) and no reportable segments in accordance with AS 17. Further, the operations of the Company are domiciled in India and therefore there are no reportable geographical segment.

40    Insurance claim

On 21st March 2025, a theft occurred at the company's warehouse situated in Ghaziabad, Uttar Pradesh. The incident resulted in the theft of stock valued at approximately Rs.492 Lakhs, along with office computers and other equipment.

Following the incident, a police report was promptly filed to initiate legal proceedings. The insurance company was also notified immediately, and a survey of the premises has since been completed. However, the final report from the insurance company, which will determine the estimated claim amount, is still awaited.

The company is actively monitoring the situation and will assess the financial implications of the theft once the insurance claim report is received. Necessary adjustments has been made in financial statements to reflect the impact of this event.

41    Loan or advances granted to the promoters, directors and KMPs and the related parties:

No loan or advances in the nature of loans are granted to the promoters, directors, key managerial persons and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person for the the year ended 31 March 2025 and 31 March 2024 that are

(a)    repayable on demand or

(b)    without specifying any terms or period of repayment

42    Other Matters

The Company has not entered into any derivative instrument during the year. The Company does not have any foreign currency exposures ^(a) towards receivables, payables or any other derivative instrument that have not been hedged.

In respect of amounts as mentioned under Section 125 of the Companies Act, 2013, there were no dues required to be credited to the Investor ^{( )} Education and Protection Fund for the year ended 31 March 2025.

In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at 31 March

(c) 2025 have a value on realization, in the ordinary course of the Company's business, at least equal to the amount at which they are stated in the financial statements. In the opinion of the board of directors, no provision is required to be made against the recoverability of these balances.

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in

(d) writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries during the financial period/year at 31 March 2025 and 31 March 2024.

No funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or ^{( )} entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries during the financial period/year at 31 March 2025 and March 31,2024.

(f) No dividend has been declared or paid by the group in the financial year ended 31 March 2025 and 31 March 2024.

43    Regrouped / reclassification of previous year figures:

Previous year figures have been regrouped / reclassified, where necessary, to confirm to this year's classification. This does not impact the recognition and measurement principles followed for preparation of financial statements.

44    Approval of financial statements

The financial statements were approved by the Board of Directors and authorized for issue on.............