Directors Report of Osia Hyper Retail Ltd.

Mar 31, 2025

Your directors are pleased to present their 12^th Annual Report for the financial year 2024-25 ended
on 31st March, 2025.

FINANCIAL RESULTS:

The financial performance of the company on a standalone basis for the Financial Year ended on 31^stMarch, 2025, as compared with the previous year is summarized as below:

Sr. No.	Particulars	2024-25	2023-24
1	Revenue from Operation	1,42,712.67	1,14,447.45
2	Other Income	562.45	553.24
3	Total Revenue (1 2)	1,43,275.12	1,15,000.68
4	Purchase of Stock in Trade	1,43,015.58	97,243.09
5	(Increase)/decrease in inventory	(18,912.63)	(1,291.05)
6	Employees Benefits Expense	2,829.88	3,038.98
7	Depreciation & Amortization Exp.	1,092.51	983.89
8	Finance Cost	4,107.30	3,388.25
9	Other Expenses	8,580.24	8,731.11
10	Profit/(Loss) Before Exceptional items and Tax	2,562.23	2,906.42
11	Exceptional items	-	-
12	Profit Before Tax	2,562.23	2,906.42
13	Current Tax	646.88	1,085.97
14	Deferred Tax	36.18	9.32
15	Profit / (Loss) After Tax (PAT)	1,951.53	1,829.77

COMPANY''S PERFORMANCE, STATE OF AFFAIRS AND FUTURE OUTLOOK:

During the reporting year, the company has recorded Revenue of Rs. 1,42,712.67 Lacs as compared
to Rs. 1,14,447.45 Lacs during the previous financial year 2023-24. The revenue of the company has
been increased by more than 20 percent as compared to previous financial year. Further, the Profit
after Tax (PAT) of the company for the reporting year is Rs. 1,951.53 Lacs as compared to Rs.
1,829.77 Lacs in the previous year. So, the profit after tax of the company also increased by more
than 5 percent as compared to previous year.

Your Company is in the retail business through supermarket chain. Your company stores have over
thousands of products under a single roof that will cater to each and every need of a people and
make Osia Hyper mart public ''s favorite shopping destination with a modern ambience and with
the feel of a large retail mall.

The outlook of the Company and its professional management make an enterprise of high quality
and high efficiency as core competition. Our focus on quality has enabled us to sustain and grow
our business model to benefit our customers. Our Company is managed by a team of experienced
personnel having experience in different aspects of the industry. We believe that our qualified and

experienced management has substantially contributed to the growth of our business operations.
We believe our track record of timely delivery of quality products and demonstrated technical
expertise has helped in forging strong relationships with our customers.

FINANCIAL STATEMENT:

In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as Listing Regulations'') and Section 136 of the Companies
Act, 2013 and also read with Ministry of Corporate Affairs (MCA) General Circular dated 19^thSeptember, 2024 vide Circular No. 09/2024 and Circular issued by the Securities and Exchange
Board of India (SEBI) dated 03^rd October, 2024 vide SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133,
soft copy of Annual Report of the company for the financial year 2024-25 along with all its
annexures is being sent only through email, to all those shareholders who have registered their
email address with the company or depository. Further, in accordance with Regulation 36(1)(b) of
the Listing Regulations, the Company has also sent a letter to Shareholders whose e-mail addresses
are not registered with Company/DPs providing the weblink from where the Annual Report can be
accessed on the Company''s website.

Full copy of Annual Report for the F.Y. 2024-25 is also available for inspection at the registered office
of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It
is also available at the Company''s website www.osiahypermart.com and also available on the
website of the Stock Exchange www.nseindia.com under corporate announcement section.

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:

With a view to plough back profits and in order to conserve resources for operational purposes,
Directors do not recommend any dividend.

The Board of Directors of the Company has approved the dividend distribution policy in line with
Regulation 43A of the Listing Regulations. The Policy broadly specify the external and internal
factors including financial parameters that shall be considered while declaring dividend and the
circumstances under which the shareholders of the Company may or may not expect dividend and
how the retained earnings shall be utilized, etc. The policy is uploaded on the website of the
Company at

www.osiahypermart.com/image/pdf/Policies/DIVIDEND DISTRIBUTION POLICY.pdf.

Moreover, no amount has been transferred to general reserves in the financial year 2024-25.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the year under report.

Details of significant changes in the nature of business carried on by its Subsidiaries - Not
Applicable

Other description on state of Company''s Affairs:

Change in the F Y: - Not Applicable

Capital Expenditure Programs; - Not Applicable

Details and status of Acquisition, Merger, expansion, Modernization and Diversification. - Not
Applicable

Developments, Acquisition and/or Assignment of material: - Not Applicable
Intellectual Property Rights; - Not Applicable

SHARE CAPITAL:

1. Authorized Share Capital

The Authorized Share Capital of the company as on 31^st March, 2025 was Rs. 45,00,00,000/-
(Rupees Forty-Five Crore Only) divided into 45,00,00,000 (Forty-Five Crore) equity share of
Re. 1/-each.

During the year following changes had been made:

1. On 27^th June, 2024 authorized share capital of the company had been increased from Rs.
15,00,00,000/- to Rs. 28,00,00,000 by passing of an Ordinary Resolution through Postal Ballot.

2. On 19^th September, 2024 authorized share capital of the company had been increased from
Rs. 28,00,00,000/- to Rs. 45,00,00,000 by passing of an Ordinary Resolution in the Annual
General Meeting.

2. Paid-up Share Capital

The paid-up share capital of the company as on 31^st March, 2025 was Rs. 16,45,73,900 (Rupees
Sixteen Crore Forty-Five Lacs Seventy-Three Thousand Nine Hundred Only) divided into
16,45,73,900 (Sixteen Crore Forty-Five Lacs Seventy-Three Thousand Nine Hundred) Equity
Share of Re. 1/- (Rupee One Only) each.

During the reporting period, the company has allotted shares and securities as mentioned
below:

1. As on 29^th June, 2024, the company had allotted 5,00,000 equity shares pursuant to conversion
of warrants into equity. The said warrants were allotted in the March, 2024.

2. On 18^th March, 2025, the company had allotted 10,52,25,000 convertible warrants at an issue
price of Rs. 28/- each, on preferential basis.

3. On 20^th March, 2025, the company had allotted 2,79,50,000 equity shares at an issue price of Rs.
28/- each, on preferential basis.

4. Further, on 21^st March, 2025 the company had allotted 1,30,00,000 Convertible warrants and
35,00,000 equity shares at an issue price of Rs. 28/- each, on preferential basis.

After the end of financial year but before the date of this report, in the Board Meeting held on
21^st April, 2025 the company had also allotted another 1,23,85,000 equity shares pursuant to
conversion of warrants issued on preferential basis.

Further, during the year under report the Company has not issued any share with differential
voting rights nor granted stock options or sweat equity.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

During the reporting period, the company had raised funds by issue of equity shares and
convertible warrants on a preferential basis through private placement. The Company has utilized
such fund for the objects for which fund has been raised and there is no deviation on utilization of
such fund.

Further, in compliance of Regulation 32 of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the company had also filed Statement of deviation or variation to
the Stock exchange on a quarterly basis. The company has also appointed monitoring agency to
monitor utilization of proceeds of a preferential issue and reports of agency also filed with stock
exchange.

EXTRACT OF ANNUAL RETURN:

In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the copy of Annual
Return for the Financial Year 2024-25 is placed on the website of the Company at the link
www.osiahypermart.com

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review, 18 (Eighteen) number of Board meetings were held on 15/04/2024,
30/04/2024, 22/05/2024, 30/05/2024, 01/06/2024, 19/06/2024, 29/06/2024, 22/07/2024,

26/07/2024, 05/08/2024, 20/08/2024, 14/11/2024, 13/12/2024, 14/12/2024, 14/02/2025,

18/03/2025, 20/03/2025 and 21/03/2025 and requisite quorum were present at the said meetings.
Detailed information about attendance of Board Meeting by each director is provided in the
Corporate Governance report forming part of this annual report.

Further, pursuant to the provision of Schedule IV of the Companies Act, 2013 and Reg. 25 of the
SEBI Listing Regulations, meeting of the Independent Directors of the company was held on 21^stMarch, 2025 for the followings:

â¢ to review the performance of Non-Independent Directors and the Board as a whole;

â¢ to review the performance of the Chairperson of the Company, taking into account the views of
executive directors and non-executive directors; and

â¢ assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonable
perform their duties.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

The Company has received declaration under Section 149 (7) of the Companies Act, 2013 from all
Independent Directors, that they meet criteria of independence as laid down in Section 149 (6) of the
Companies Act, 2013. also confirmed that all independent directors are registered in the
independent director''s databank maintained by Indian Institute of Corporate Affairs as per rule 6 of
Companies (Appointment and Qualifications of Directors) Rules, 2014.

BOARD''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, with respect to the
Directors'' Responsibility Statement, the Directors confirm that:

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

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 of the
company for that year;

c) the directors had taken proper and sufficient care to the best of their knowledge and ability 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 annual accounts on a going concern basis;

e) Directors have 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, rules, regulations and such systems were adequate and operating effectively;

The Board is of the opinion that the Company''s internal financial controls were adequate and
effective during the FY 2024-25.

RELATED PARTY TRANSACTIONS:

During the year under report, the Company has entered into transactions with related parties for the
purchase of goods. The said transactions were carried on at arm''s length price and in the ordinary
course of business. The information on transactions with related parties pursuant to section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form
AOC-2 and attached to this report.

STATUTORY AUDITOR AND AUDITOR''S REPORT:

In the Annual General Meeting (AGM) of the company held on 30^th September, 2021, Shareholders
had approved appointment of M/s. SPJV & Co., Chartered Accountants, Bhopal, (FRN: 116884W)

as the statutory auditor of the company for a term of 5 years.

The Auditor''s Report along with financial statements and all its annexures forming part thereof for
the financial year ended March 31, 2025 forms part of this Annual Report. Observation made by the
auditor in the Audit Report and reply of the said observations by the board is as given below:

Audit Observations & reply of the Board:

a] the company delayed payments to a Non-Banking Financial Company (NBFC) in respect of
certain vendor financing arrangements within agreed timelines which is a contractual
non-compliance and potentially affecting creditor relationships and possibly liabilities
reported.

Reply: The Board hereby carries and commit that the delayed payment was due to unÂ¬
favorable and adverse Market condition, and liquidity crunch and have taken up steps for
the compliance of the same and there was no fraud nor any dishonest intent.

b] the software used by the company did not maintain an audit trail or edit log for
transactions throughout the year, which is a significant internal control weakness, due to
which, the auditors were unable to fully verify changes or modifications in accounting
entries, which may impact the assurance on the accuracy and completeness of accounting
records.

Reply: The board would like to draw the attention on the check and verification features which
enables the functioning correctly recorded and ensure that only, authorised users can access and
rectify the details. And Board gives assurance that the audit trail features shall be enabled in
order to carry the functioning smooth and timely manner.

Further, there have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder,
the Board had appointed SCS & Co. LLP, Practicing Company Secretaries, Ahmedabad as the
Secretarial Auditor of the Company, for conducting the Secretarial Audit for the FY 2024-25.
However, on 20^th August, 2025 the said auditor had resigned as a Secretarial Auditor for the FY

2024- 25 due to pre-occupancy of other professional assignments.

Thereafter, to fill the casual vacancy arised due to resignation of secretarial auditor, the company
had appointed Bhumika Ranpura & Associates, Practicing Company Secretary, Ahmedabad as
Secretarial Auditor for the FY 2024-25.

Further, as per the recent amendments in the SEBI Listing Regulations read with section 204 of the
Act and rules made thereunder, in the Board Meeting held on 08^th September, 2025 the Board of
Directors has recommended the appointment of Bhumika Ranpura & Associates, Practicing
Company Secretary [Firm Registration No. S2022GJ876100], Ahmedabad, as Secretarial Auditor of
the Company to hold office of a term of five consecutive years commencing from financial year

2025- 26 till financial year 2029-30 subject to approval of shareholders in the Annual General
Meeting.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the
Financial Year ended on March 31, 2025 is attached to the Director''s Report. Qualifications or
observation made by the secretarial auditor in the Audit Report and reply of the said observations
by the board is as given below:

1. The form MGT-14 (for alteration of the object clause in the memorandum of association of the
company) was due on October 18, 2024, but actually filed on November 11, 2024, resulting in a
delay of 24 days.

2. The form MGT-14 (for preferential allotment of 10,52,25,000 fully convertible equity Warrants of
the company) was due on April 16, 2024, but actually filed on April 23, 2024, resulting in a delay
of 7 days.

3. The form MGT-14 (for preferential allotment of 2,79,50,000 equity shares (first tranche) of the
company by way of preferential basis) was due on April 18, 2024, but actually filed on April 24,
2024, resulting in a delay of 6 days

4. The form AOC-5 was due on March 27, 2025, but actually filed on April 21, 2025, resulting in
delay of 25 days.

5. The form AOC-4 XBRL was due on October 18, 2025, but actually filed on October 21, 2025,
resulting in delay of 4 days.

6. The form MGT-15 (Report on AGM proceedings), which is mandatory for listed companies, was
not filed at all for FY 2024-25.

7. The form MGT-14 (Filing of Board resolution approving FS & Board''s Report), which is
mandatory for public companies, was not filed at all for FY 2023-24 to be filed in FY 2024-25.

8. The form MSME-1, which is mandatory in case of MSME vendors, was not filed at all for second
half year of FY 2023-24 to be filed in April, 2024 and for first half year of FY 2024-25 to be filed
in October, 2024.

9. We have not found any data on significant beneficial owner neither form BEN-2 filed on MCA.
Hence, we are not able to comment on it.

10. We have not received any data regarding CSR fund utilization or CSR-2 form filed, neither from
management nor available on MCA, hence we are not able to comment on it.

11. The Company has appointed a Company Secretary and Compliance Officer on June 30, 2024.
Till the said date i.e for the period from April 1, 2024 to June 30, 2024, no Company Secretary
and Compliance Officer was appointed in a company and this post was vacant since previous
year hence it is a non-compliance under Section 203 of the Companies Act, 2013 and Regulation
6 of SEBI (LODR) Regulations, 2015.

12. The composition of the Board of Directors was not in compliance with the requirements of
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply from Board on observations from Sl. No. 1 to 12 of Secretarial Audit Report :

Management of the Company shall take due care for timely compliance in future and have set
up the System for Regular Review and audit for timely compliance.

13. We have been not provided any details on CSR committee composition and meeting held
during the year along with any ongoing projects or any other type of projects in which company
makes CSR donation hence we are not able to comment on any matter related to the CSR as per
Section 135 of the Companies Act, 2013.

Reply from Board on observation No. 13 : The Company had made the compliance of CSR and
also the Committee composition and Meetings are held during the reporting period and for
CSR Expenditure are made in compliance with the Act and norms.

14. The Company has failed to comply with Regulation 108 of the SEBI (ICDR) Regulations, 2015, in
respect of timely filing of the listing application.

Reply from Board on observation No. 14: The Delayed in filing of Listing application was due
the in-adverted reason as due to lack of timely guidance in the matter.

15. The Structured Digital Database (SDD) required under the SEBI (Prohibition of Insider Trading)
Regulations, 2015 was not properly maintained during the financial year, as the software was
corrupted and events for the year under review were not captured.

Reply from Board on observation No. 15: The Company has reinstalled the SDD software and
have engaged the IT team for recovery of the Data for SDD compliance.

16. Several mandatory policies and codes displayed on the Company''s website, including the
Policy on Appointment & Remuneration of Directors/KMP, the Terms and Conditions of
Appointment of Independent Directors, and the Code of Practices and Procedures for Fair

Disclosure of UPSI, Stakeholders Relationship / Investor Grievance Redressal Policy were not
available or were outdated. Further the website of the company has not updated many things
such as shareholder pattern, annual report, financials etc hence it seems that the website is not
functional hence, This amounts to a non-compliance with Regulation 46 of SEBI (LODR)
Regulations, 2015.

Reply from Board on observation No. 16: Due to some technical glitches on web portal and
sometimes the IT bugs make some options Freeze or hide on the Website so this happens will
take due care for this website compliance.

17. The financial results were also not signed by the authorised signatory and were not submitted
in the prescribed SEBI format. Segment reporting was not disclosed. These are violations of
Regulation 33 of SEBI (LODR) Regulations, 2015.

Reply from Board on observation No. 17: Management and Audit Committee have taken
serious note of the said and have instructed the Compliance team to take due care for timely
compliance and disclosures.

18. The Company filed the XBRL form on August 26, 2024 for the Board Meeting held on August
20, 2024, instead of within the prescribed timelines. This is a non-compliance of Regulation 30(6)
of SEBI (LODR) Regulations, 2015.

19. The Company has not filed the XBRL form in respect of the appointment of the Secretarial
Auditor (Board Meeting dated July 22, 2024), which is a non-compliance of Regulation 30(6) of
SEBI (LODR) Regulations, 2015.

20. The Company uploaded the outcome of the Board Meeting held on November 14, 2024 to the
stock exchange on November 15, 2024, however, the XBRL filing was made on November 16,
2024. The delay in XBRL filing is a non-compliance of Regulation 30(6) of SEBI (LODR)
Regulations, 2015.

21. The Company has not uploaded the XBRL filing of the General Meeting notice for the meeting
held on June 28, 2024 (through postal ballot). This is a non-compliance of Regulation 30(6) of
SEBI (LODR) Regulations, 2015.

22. The Company uploaded the outcome of the Board Meeting held on March 20, 2025 to the stock
exchange on March 21, 2025, and the XBRL filing was also made on March 21, 2025. Although
uploaded the next day, the delay is a technical non-compliance of Regulation 30(6) of SEBI
(LODR) Regulations, 2015.

Reply from Board on observation No. 18 to 22 : The Board members have taken serious note of
said non-Compliances and delayed compliance in XBRL and non-filing of disclosures, delayed
filing AND the Board assures for the timely compliance of the said Reports, Disclosures along
with XBRL reporting.

DISCLOSURES UNDER RULE 8/8A OF COMPANIES ACCOUNTS RULES 2014:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Your company is increasingly using information technology in its operations and promotes
conservation of energy and resources. Further, the company has no information to furnish with
respect to Foreign Exchange Earnings and Outgo.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has not granted any loan or provided any guarantee or
made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013.
Hence, no approval from the shareholders in this regard was required.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formed Corporate Social Responsibility Committee as per section 135 of the
Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014.
Detailed description of constitution of committee, Committee Meeting held during the year and
spent of amount on CSR Activities during the financial year 2024-25 has been provided in CSR
Report separately attached to this report and forming part of the Annual Report.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report their genuine concerns has been established, in order to ensure that the
activities of the company and its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty and integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors, employees and business
associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of
Company''s code of conduct without fear of reprisal. The Company has set up a Direct Touch
initiative, under which all Directors, employees, business associates have direct access to the
Chairman of the Audit committee, and also to a member of the committee for this purpose.

The Company ensures that genuine Whistle Blowers are provided complete protection from any
kind of unfair treatment or victimization. The Whistle Blower Policy has also been uploaded on the
website of the company at https: / /www.osiahypermart.com/investor-relations.html

RISK MANAGEMENT:

The Company is not under the purview for constituting Risk management committee under the
provisions of Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. However, the Board periodically reviews the operations of the Company and
identifies the risk / potential risk, if any to the Company and implement the necessary course of
action(s) to mitigate the predicted risk, which the Board deems fit in the best interest of the
Company.

As per Regulation 15(2) read with regulation 34 (3) and Schedule V of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 the Corporate Governance Report along with the
Certificate thereon from Bhumika Ranpura & Associates, Practicing Company Secretary form part of
the Board Report.

DETAILS OF BOARD OF DIRECTORS:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and rules
made thereunder, one-third of such number of the Directors as are liable to retire by rotation, shall
retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently,
Mr. Dhirendra Gautamkumar Chopra, Chairman & Managing Director [DIN: 06473774] will retire
by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance
with provisions of the Companies Act, 2013. The Board of Directors recommend their reÂ¬
appointment for approval of members at the ensuing AGM and resolution seeking approval for his
re-appointment is provided in the Notice.

As on 31st March, 2025, the Board of Directors comprised of the following Directors:

Sr. No.	Name	Designation	Director Identification Number (DIN)	Date of Appointment	Date of Cessation
1.	Dhirendra Gautamkumar Chopra	Chairman & Managing Director	06473774	18/10/2013
2.	Kavita Chopra Dhirendrakumar	Director	06473785	18/10/2013
3.	Nishit Bharatbhai Popat	Additional (Independent) Director	09279612	13/12/2024
4.	Aesha Harsh Shah	Additional (Independent) Director	10423365	13/12/2024	12/08/2025
5.	Chetan Damji Sangoi	Independent Director	00645226	15/09/2017	01/05/2025

During the reporting year, following changes had been made in the Board of Directors:

1. Mr. Kunjit Maheshbhai Patel, Independent Director [DIN: 06719295] had resigned as NonÂ¬
Executive & Independent Director of the company w.e.f 30^th April, 2024.

2. Mrs. Deepshikha Choudhari, Independent Director [DIN: 08190708] had resigned as NonÂ¬
Executive & Independent Director of the company w.e.f 13^th December, 2024.

3. Mr. Hardik Bhadreshbhai Joshi, Independent Director [DIN: 10158314] had also resigned as
Non-Executive & Independent Director of the company w.e.f 13^th December, 2024.

4. In the Board Meeting held on 13^th December, 2024, the Board had appointed Mr. Nishit
Bharatbhai Popat [DIN: 09279612] and Mrs. Aesha Harsh Shah [DIN: 10423365] as an Additional
(Non-executive & Independent) Directors of the company to hold office till the conclusion of
next annual general meeting.

After the end of financial year but before the date of signing of this report -

1. Mr. Chetan Samji Sangoi [DIN: 00645226] had resigned as non-executive & independent director
of the company w.e.f 01^st May, 2025.

2. In the Board Meeting held on 01^st May, 2025, the Board of Directors had also appointed Mr.
Dheeraj Tolani [DIN: 09604968] as an Additional (Non-executive & Independent) Directors of
the company to hold office till the conclusion of next annual general meeting.

3. Mrs. Aesha Harsh Shah [DIN: 10423365] had resigned as non-executive & independent director
of the company w.e.f 12^th August, 2025.

During the reporting period, the company has not paid any remuneration to its Executive & NonÂ¬
executive Director of the Company. No commission was paid to any of the Directors during the year
under Report.

COMMITTEES OF BOARD OF DIRECTORS:

As per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Company has established and constituted four committees viz.
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and Corporate Social Responsibility Committee as a part of better corporate governance
practice. Composition of such committees also available on the website of the company at
https://www.osiahypermart.com/investor-relations.html

1. AUDIT COMMITTEE:

The detailed description related to composition of Audit Committee, committee meeting held
during the reporting period and attendance of each committee members are included in the
Corporate Governance Report, which is a part of this report.

2. NOMINATION AND REMUNERATION COMMITTEE:

The detailed description related to composition of Nomination and Remuneration Committee,
committee meeting held during the reporting period and attendance of each committee
members are included in the Corporate Governance Report, which is a part of this report.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The detailed description related to composition of Stakeholder Relationship Committee,
committee meeting held during the reporting period and attendance of committee members are
included in the Corporate Governance Report, which is a part of this report.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The detailed description related to composition of Corporate Social Responsibility Committee;
committee meeting held during the reporting period and attendance of committee members are
as mentioned in Annual Report on CSR.

We always believe to promote and pursue the high level of ethical standards in all our business
transactions guided by our value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, mandates the formulation of certain policies for all
listed companies.

Key policies that have been adopted are as follows:

Name of the policy	*Web Link
Policy on Board Diversity	https://www.osiahypermart.com/investor-relations.html
Code of conduct for Director and Senior Management	https://www.osiahypermart.com/investor-relations.html
Corporate Social Responsibility Policy	https://www.osiahypermart.com/investor-relations.html
Dividend Distribution Policy	https://www.osiahypermart.com/investor-relations.html
Evaluation Policy	https://www.osiahypermart.com/investor-relations.html
Policy on Determination of Materiality of Events	https://www.osiahypermart.com/investor-relations.html
Policy for Insider Trading	https://www.osiahypermart.com/investor-relations.html
Policy On Preservation of Documents	https://www.osiahypermart.com/investor-relations.html
Policy on prevention of Sexual Harassment at work place	https://www.osiahypermart.com/investor-relations.html
Related Party Transactions Policy	https://www.osiahypermart.com/investor-relations.html
Webarchival Policy	https://www.osiahypermart.com/investor-relations.html
Whistle Blower Policy	https://www.osiahypermart.com/investor-relations.html
Familiarization Programme of Independent Director	https://www.osiahypermart.com/investor-relations.html
Code of conduct for Independent Directors	https://www.osiahypermart.com/investor-relations.html
Risk Management Policy	https://www.osiahypermart.com/investor-relations.html
Nomination and Remuneration Policy	https://www.osiahypermart.com/investor-relations.html

*URL tor all the above-mentioned policies is having common web link.

Further, as of now Dividend Distribution Policy is not applicable to the Company but it has been
adopted voluntarily.

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:

1. Mr. Dhirendra Gautamkumar Chopra, Chairman and Managing Director

2. Mrs. Neha Sharma, Company Secretary

3. Mr. Samir Chunara, Chief Financial Officer (CFO)

During the reporting period, Mr. Sandeep Tailor had resigned as CFO of the company w.e.f 15^thApril, 2024 and the Board had appointed Mr. Amit Punambhai Parmar as CFO of the company w.e.f
15^th April, 2024.

Mrs. Neha Sharma had been appointed as Company Secretary of the company w.e.f. 19^th June, 2024.

Further, after the end of financial but before the date of this report, Mr. Amit Parmar had also
resigned as CFO of the company w.e.f 20^th May, 2025 and the Board had appointed Mr. Samir
Chunara as CFO of the company w.e.f 20^th May, 2025.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8.5 Lacs per month
or 1.02 crore per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made
thereunder, performance evaluation of executive directors was carried out by Independent Directors
and in the same manner performance evaluation of Independent Directors was carried out by the
executive directors of the company.

COST RECORDS AND AUDIT:

The company is not required to maintain cost records as prescribed by the Central Government
under Section 148(1) of the Companies Act, 2013. Therefore, no cost records have been maintained
by the company. Therefore, requirements for cost audit shall not applicable to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards including amendments
thereof in the Financial Year 2024-25 as issued by the Institute of Company Secretaries of India
(ICSI).

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

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and
there are no occurrences of any incidents of sexual harassment during the year.

The Company also has in place a policy on "Prevention of Sexual Harassment at work place" and
the same is also available on the website of the company at
https://www.osiahypermart.com/investor-relations.html

To redress the complaints received regarding sexual harassment, internal complaints committee is
in place.

Sr. No.	Name	Designation in the Committee
1.	Kavita Chopra Dhirendrakumar	Presiding Officer
2.	Sanjay Solanki (Laddoo Foundation)	NGO Member
3.	Shankarsingh Tarsingh Rajpurohit	Member
4.	Poonam Panchal	Member

The following is a summary of sexual harassment complaints received and disposed off during the
year:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed off : NA

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is
presented in a separate section forming part of the Annual Report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF
THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2024-25:

The information required pursuant to provision of Section 197(12) read with rule 5(1)(i) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
ratio of remuneration of each director to the median remuneration of the employee of the company
for the F.Y. 2024-25 is as mentioned below:

Sr. No.	Name of Director, KMP & Designation	% increase/decrease in Remuneration in the Financial Year 2024-25	Ratio of remuneration of each Director/ to median remuneration of employees
1.	Dhirendra Chopra, Managing Director	-	79.73:01
2.	Kavita Chopra, Director	-	79.73:01
3.	Nishit Bharatbhai Popat	-	-
4.	Aesha Harsh Shah	-	-
5.	Chetan Damji Sangoi	-	-

The median remuneration of employees of the Company during the financial year 2023-24 was Rs.
251094/- whereas in FY 2024-25 it is Rs. 15,050/-.

Number of Permanent Employees on the rolls of Company as on 31st March 2025: 1236

It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for
Directors, Key Managerial Personnel and other Employees.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 2025, the Company doesn''t have any Subsidiary, Joint Venture or Associate
Companies.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES
ACT, 2013 AND RULES MADE THEREUNDER:

1. There have been no material changes/commitments affecting the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date on report;

2. During the year under review your company has not accepted the deposit from the public
under section 73 to 76 of the Companies Act, 2013 and the rules made thereunder;

3. 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.

4. The disclosures to be made under the Maternity Benefit Act 1961, are not applicable during
the reporting period.

5. The Company has not issued any shares to any employee, under any specific scheme, and
hence, disclosures under Section 67(3) are not required to be made.

6. Number of employees as on the closure of financial year (Female: 385, Male: 851, Transgender:
Nil): Not Applicable

7. There have been no instances of any revision in the Board''s Report or the financial statement;
hence disclosure under Section 131(1) of the Act is not required.

8. The Company has not paid any commission to any of its Directors and hence, provision of
disclosure of commission paid to any Director as mentioned in Section 197(14) is not required to
disclose.

9. The Company has not issued (a) any shares with differential voting rights (b) Sweat Equity
shares (c) shares under any Employee stock option scheme; hence no disclosures are required to
be made as per the Companies (Share Capital and Debentures) Rules, 2014.

10. There are no application made under the Insolvency and Bankruptcy Code, 2016, during the
year under Report, and therefore no such details are required to be given.

11. There are no instances of any One Time Settlement with any Bank, and therefore, details of
difference between the amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions, are not required to be
given.

ACKNOWLEDGEMENT:

The Board places on record its appreciation for the continued co-operation and support extended to
the Company by its customers which enables the Company to make every effort in understanding
their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose
hard work, cooperation and support helped us face all challenges and deliver results. We
acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial
institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal
advisors, consultants, business associates and other stakeholders.

Date: 08^th September, 2025 By Order of the Board of Directors

For, Osia Hyper Retail Limited

Place: Ahmedabad

Sd/-

(Dhirendra G. Chopra)

Chairman & Managing Director
[DIN: 06473774]

Mar 31, 2024

Your directors have pleasure in presenting the 11â¢ ANNUAL REPORT together with the Audited

Financial Statements for the Financial Year 2023-24 ended 31^st March 2024.

l. COMPANY''S PERFORMANCE, STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

Your Company is the business of an emerging supermarket chain with a focus on valueretailing. Your company stores have over thousands of products under a single roof that will cater to every need of a family and make Osia Hypermart public ''s favorite shopping destination with a modern ambience and with the feel of a large retail mall.

During the year under review, the Company has achieved a gross turnover of Rs. 1,14,447.45 lakhs in comparison to the previous year''s turnover which was Rs. 73,881.67 lakhs. It represented the increase of 40,565.78 lakhs over the previous year. Your Company has earned a net profit of Rs. 1829.76 lakhs against last year''s Rs. 950.14 lakhs. It represented an increase of Rs.879.62 Lakhs over the previous year. Key aspects of the Financial Performance of your Company for the current financial year 2023-24 along with the previous financial year 2022-23 are tabulated below in the Financial Results.

The outlook of the Company and its professional management makes an enterprise of high quality and high efficiency as core competition. Our focus on quality has enabled us to sustain and grow our business model to benefit our customers. Our Company is managed by a team of experienced personnel having experience in different aspects of the software industry. We believe that our qualified and experienced management has substantially contributed to the growth of our business operations. We believe our track record of timely delivery of quality products and demonstrated technical expertise has helped in forging strong relationships with our customers.

2. FINANCIAL RESULTS:			Rs. in lakhs)
	Particulars	2023-24	2022-23
	Total Revenue (including other income)	1,15,000.68	74351.11
	Profit before Interest and Depreciation	7278.55	4376.05
	Less: Interest	3388.25	2203.36
	Profit before Depreciation	3890.3	2172.69
	Less: Depreciation	938.89	825.91
	Profit before Taxation	2906.41	1346.78
	Exceptional Item	0.00	14.96
	Profit After Exceptional Item	2906.41	1331.82
	Less: Provision for Taxation - Current	1085.97	373.05
	Less: Provision for Taxation - Deferred	-9.32	8.63
	Profit for the year	1829.76	950.14

3. DIVIDEND:

Since the Company needs to plough back the profits for the future development and expansion, the Board of Directors has not recommended any dividend for the financial year 2023-24. The Board of Directors of the Company has approved the dividend distribution policy in line with Regulation 43A of the Listing Regulations. The Policy broadly specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc. The policy is uploaded on the website of the Company at

www.osiahvpermart.com/image/pdf/Policies/DIVIDEND DISTRIBUTION POLICY.pdf.

4. STATE OF COMPANY''S AFFAIRS:

The management of the Company continued with its core business activities. There is no change in business of the Company.

5. ALLOTMENT OF EQUITY SHARES:

The Company has allotted shares during the financial year 2023-24 as mentioned below:

As on March 27, 2024, Allotment of 1,45,00,000 Convertible warrants were converted into

1.45.00. 000 Equity Shares.

As on June 29, 2024, Allotment of 5,00,000 Convertible warrants were converted into

5.00. 000 Equity Shares.

Currently the company has approved agenda for fund raising of 700 Cr. Through Equity and Warrants.

6. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE06IR01021.

7. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to General Reserves

8. PUBLIC DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any ''Public Deposit'' within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.

9. SUBSIDIARY(IES) COMPANY:

The Company has no Subsidiary Company during the financial year under review.

10. ASSOCIATE COMPANY:

The Company does not have any ''Associate Company'' within the meaning of section 2(6) of

the Act during the financial year under review.

11. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company

has placed a copy of the Annual Return as of March 31, 2024, on its website at

http://osiahypermart.com/investor-relations.html

12. DIRECTORS & KMP:

a. One of your Directors viz. Mrs. Kavita Dhirendra Chopra (DIN - 06473785), retires by rotation in terms of the Articles of Association of the Company. However, being eligible he offers herself for reappointment.

b. The Board of Directors duly met 17 times during the financial year under review.

c. is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

d. The Company has received the necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

e. Formal Annual Evaluation:

The Nomination and Remuneration Committee has adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

f. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. that 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 on 31^st March, 2024 being end of the financial year 2023-24 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. 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.

g. Disclosure relating to remuneration:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 do apply for FY 2023-24 as the company was listed on 5^th April 2019. Accordingly, details with respect to remuneration of employees are applicable which are as under:

1& 2. The percentage increase in remuneration of each KMP during the FY 23-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the FY 23-24 are as under:

Sr.	Name of Director, KMP &	%	Ratio of remuneration
No.	Designation	increase/decrease	of
		in Remuneration	each Director/ to
		in the Financial	median
		Year 2023-24	remuneration of
			employees

1.	Dhirendra Chopra, Managing Director	33.33%	57.35:01.00
2.	Kavita Chopra, Director	33.33%	57.35:01.00
3.	Chetan Damji Sangoi, Independent Director
4.	Hardik Bhadreshbhai Joshi, Additional Independent Director
5.	*Archna Nagrani, Director	21.13%	14.42:01.00
6.	Amit Punambhai Parmar	100000	0.40:01.00
7.	Deepshikha Ajay Kumar Choudhary		"
8.	*Kunjit Maheshbhai Patel	-	-

* Archana Nagrani, director of the Company has resigned w.e.f. 26.07.2024.

*Mr. Kunjit Maheshbhai Patel, Independent director of the Company has resigned w.e.f. 30.04.2024.

3. The median remuneration of employees of the Company during the financial year 2023-24 was Rs. 257194/- whereas in FY 2023-24 it is Rs. 251094/-.

4. Number of Permanent Employees on the rolls of Company as on 31st March 2024: 1110.

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. The information as per Rule 5 (2) is as follows:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of the Annual Report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary after following due process.

13. COMMITTEES

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee.

2) Nomination and Remuneration Committee.

3) Shareholders/ Investors Grievance Committee.

4) Corporate Social Responsibility Committee; and

5) Internal Complaints Committee.

AUDIT COMMITTEE

The Audit Committee was originally constituted at a meeting of the Board of Directors held on December 19, 2018. The Audit Committee was consisting of the following Directors as on 31.03.2024:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Chetan Damji Sangoi	Chairman	Non-Executive -Independent Director
Dhirendra Gautamkumar Chopra	Member	Executive Director
Hardik Bhadreshbhai Joshi	Member	Non-Executive -Independent Director

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was originally constituted at a meeting of the Board of Directors held on December 19, 2018. The Nomination and Remuneration Committee was consisting of the following Directors as on 31.03.2024;

Name of the Director	Designation in the Committee	Nature of Directorship
Chetan Damji Sangoi	Chairman	Non-Executive -Independent Director
Hardik Bhadreshbhai Joshi	Member	Non-Executive -Independent Director

Kunjit Maheshbhai Patel	Member	Non-Executive -
		Independent Director

SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE

The Shareholders/ Investors Grievance Committee have been originally formed by the Board of Directors at the meeting held on December 19, 2018. The Shareholders/ Investors Grievance Committee was consisting of the following Directors as on 31.03.2024 is as under.

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Chetan Damji Sangoi	Chairman	Non-Executive -Independent Director
Mr. Hardik Bhadreshbhai Joshi	Member	Non-Executive -Independent Director
Mrs. Kavita Dhirendra Chopra	Member	Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been originally formed by the Board of Directors at the meeting held on December 19, 2018. The Corporate Social Responsibility Committee was consisting of the following Directors as on 31.03.2024;

Name of the Director	Designation in the Committee	Nature of Directorship
Kavita Chopra Dhirendrakumar	Member	Executive Director
Hardik Bhadreshbhai Joshi	Chairperson	Non-Executive -Independent Director
Chetan Damji Sangoi	Member	Non-Executive -Independent Director

INTERNAL COMPLAINTS COMMITTEE:

The Internal Complaints Committee has been formed by the Board of Directors at the meeting held on December 19, 2018 in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The constitution of the Committee as on 31.03.2024 is as under;

Name of the Director	Designation in the Committee
Mrs. Kavita Dhirendra Chopra	Presiding Officer
Mr. Sanjay Solanki	NGO Member
Mr. Shankarsingh Tarsingh Rajpurohit	Member
Mrs. Poonam Panchal	Member

14. GENERAL:

During the year.

i) The Company has allotment of shares which have been mentioned above in detail.

ii) The Company does not have any ESOP scheme for its employees / Directors;

iii) The Company has not bought back any of its securities;

iv) The Company has not issued any Sweat Equity Shares;

15. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

16. AUDITORS:

Statutory Auditor:

M/s. SPJV & Co., Chartered Accountants, Bhopal, (FRN: 116884W), Statutory Auditors of the Company has submitted the Audit Report for the financial year 2023-24. The remarks of Auditors are self-explanatory and have been explained in Notes on Accounts.

Further pursuant to recommendation of the Audit Committee, Board as well as Shareholders in their Annual General Meeting held on 30.09.2021 has already approved appointment of M/s. SPJV & Co., Chartered Accountants, Bhopal, (FRN: 116884W), as statutory auditor of the company for the period of Five years.

They have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

Cost Auditor:

The provisions of section 148 of the Companies Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company has not appointed the Cost Auditor.

Secretarial Auditor:

The provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY 2023-24 and 202425 for which company has already appointed M/s. SCSAND CO. LLP as the Secretarial Auditor of the Company w.e.f. 22^nd July, 2024. Hence, the Secretarial Audit Report is applicable to the Company and the said report is presented in a separate section forming part of the Annual Report in Form No. MR-3.

The Secretarial Audit Report contain Following qualification, reservation or adverse remark or disdaimer-

1.1. The company has not yet filed Financial Returns (AOC-4 XBRL) for the year ended 31.03.2023. With vide SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 (hereinafter referred to as "SOP Circular''), specifying Standard Operating Procedure for imposing fines and suspension of trading in case of Non-compliance with Listing Regulations. On verification of the Exchange records, it has been observed that the Company has not complied/delayed complied with certain Listing Regulation(s).

2. The resolution of appointment of additional independent director was passed by the company on 11th January 2024 but the e-form DIR-12 was filed on 14th February, 2024 there was delay of 2 days in filing the e-form Dir-12.

3. The ordinary resolution of appointment of independent director was passed by the company on 30th September 2023 but the e-form DIR-12 was filed on 24th january, 2024 there was delay of 24 days in filing the e-form DIR-12.

4. The charge was created by the company on 8^U| November, 2023 but the e-form CHG-1 was filed on 19th January, 2024 there was delay of 41 days in filing the e-form CHG-1.

5. The event date of maintaining the private placement of the company is 17^th may,2023 but the e-form GNL-2 was filed on 26^th may, 2023 there was delay of 9 days in filling the e-form GNL-2.

2.1. The Company was required to capture 1 event during the quarter ended December 31, 2023 but as the Structured Digital Database (SDD) software was expired on 31.10.2023 hence the company has not captured any event for the said quarter. Thereafter the

company renewed the SDD software on 19.01.2024 to comply with the requirements of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and also company has not captured any event for the quarter ended on March 31,2024

2. (a). The Company Secretary and Compliance Officer of the Company resigned on August 4, 2023. As per Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to appoint a new Company Secretary and Compliance Officer within three months from the date of resignation. However, no appointment has been made till date.

2.(b). The Composition of Nomination and remuneration committee of company was not as per Regulation 19 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 for the quarter ended on September 30,2023, December 31, 2023 & March 31, 2024.

2.(c). 3.The Composition of Board of Directors was not as per Regulation 17 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 for the quarter ended December 31, 2023 and March 31, 2023.

Board''s comment on the above non-compliance

1. The board of directors of the company are aware of the above non-compliance and the company has already filed additional fees for delay in filing the form CHG-1, DIR-12,GNL-2 and company ensure that in future no such delay or non-compliance will take place.

2. For non-compliance related to financial results the company has paid the fine amount and has taken utmost care to avoid the further non-compliance in future.

Reporting of fraud by Auditors

The Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed against the Company, by its officers or employees which are not reportable to the Central Government as specified under Section 143(12) of the Companies Act, 2013.

17. RELATED PARTY TRANSACTION:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors'' Report.

All 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 any transactions with related parties which could be considered

as material in accordance with the policy of the Company on materiality of related party transactions.

18. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors'' Report.

19. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORY:

During the year, there was no significant / material order passed by any regulator, court or tribunal on the Company impacting the going concern status and Company''s operations in future.

20. RISK MANAGEMENT:

The Company already has a risk management system to identify, evaluate and minimize the Business risks. The Company during the year formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organization.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has no information to furnish with respect to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo, as are needed to be furnished under section 134(3) (m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company has formed Corporate Social Responsibility Committee as per section 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014. The Committee Consist Of three directors namely Mr. HARDIK BHADRESHBHAIJOSHI as Chairperson of CSR Committee, Mr. CHETAN DAMJI SANGOI and MRS. KAVITA CHOPRA DHIRENDRAKUMAR as members of the Committee.

The Company has spent the amount on CSR Activities for the financial year 2023-24 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within the time prescribed under Section 135 of the Companies Act, 2013. (CSR Report separately attached herewith).

23. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs. 8.5 lakhs per month or Rs. 1.02 crore per annum during the year under review.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

25. SAFETY, HEALTH AND ENVIROMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analyzed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at the workplace.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues, if any, are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

26. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

27. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

28. CAUTIONARY STATEMENT:

Certain Statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may

affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

29. ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, cooperation and support helped us face all challenges and deliver results. We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

Mar 31, 2023

The Directors have pleasure in presenting the 10^th ANNUAL REPORT together with the Audited

Financial Statements for the Financial Year 2022-23 ended 31^st March, 2023.

1. COMPANY''S PERFORMANCE, STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

Your Company is the business of an emerging supermarket chain with a focus on valueretailing. Your company stores have over thousands of products under a single roof that will cater to every need of a family and making Osia Hypermart public''s favorite shopping destination with a modern ambience and with the feel of a large retail mall.

During the year under review, the Company has achieved a gross turnover of Rs. 73881.67 lakhs in comparison to previous year''s turnover which was Rs. 58964.31 lakhs. It represented the increase of 14917.36 lakhs over the previous year. Your Company has earned a net profit of Rs. 950.14 lakhs against last year''s Rs. 904.00 lakhs. It represented an increase of Rs. 46.14 Lakhs over the previous year. Key aspects of Financial Performance of your Company for the current financial year 2022-23 along with the previous financial year 2021-22 are tabulated below in the Financial Results.

The future outlook of the Company and its professional management makes an enterprise of high quality and high efficiency as core competition. Our focus on quality has enabled us to sustain and grow our business model to benefit our customers. Our Company is managed by a team of experienced personnel having experience in different aspects of software industry. We believe that our qualified and experienced management has substantially contributed to the growth of our business operations. We believe our track record of timely delivery of quality products and demonstrated technical expertise has helped in forging strong relationships with our customers.

2. FINANCIAL RESULTS:			(Rs. in Lakhs)
	Particulars	2022-23	2021-22
	Total Revenue (including other income)	74351.11	59172.18
	Profit before Interest and Depreciation	4376.05	2690.52
	Less: Interest	2203.36	861.18
	Profit before Depreciation	2172.69	1829.34
	Less: Depreciation	825.91	574.57
	Profit before Taxation	1346.78	1254.77
	Exceptional Item	14.96	22.70
	Profit After Exceptional Item	1331.82	1232.07
	Less: Provision for Taxation - Current	373.05	300.65
	Less: Provision for Taxation - Deferred	8.63	27.42
	Profit for the year	950.14	904.00

3. DIVIDEND:

Since the Company needs to plough back the profits for the future development and expansion, hence the Board of Directors has not recommended any dividend for the financial year 2022-23. The Board of Directors of the Company had approved the dividend distribution policy in line with Regulation 43A of the Listing Regulations. The Policy broadly specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc. The policy is uploaded on the website of the Company at

www.osiahypermart.com/image/pdf/Policies/DIVIDEND DISTRIBUTION POLICY.pdf.

4. STATE OF COMPANY''S AFFAIRS:

The management of the Company continued with its core business activities. There is no change in the nature of business of the Company.

5. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 5^th April, 2019 and Migrated to main board of NSE Limited w.e.f. 01.12.2022.

6. NO ALLOTMENT OF EQUITY SHARES:

The Company has allotted shares during the financial year 2022-23 as mentioned below:

Sr. No.	Type of Issue	No. Shares of Allotted
1.	Preferential issue	4,91,844 Equity Shares
2.	Bonus Issue	38,67,146 Equity Shares
3.	Convertible Warrant Issue**	3,00,00,000 Convertible Warrants

** As on June 28, 2023, 72,00,000 Convertible warrants were converted into 72,00,000 Equity Shares.

** As on July 21, 2023, 78,00,000 Convertible warrants were converted into 78,00,000 Equity Shares.

7. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE06IR01013.

8. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to General Reserves

9. PUBLIC DEPOSITS:

10. SUBSIDIARY(IES) COMPANY:

The Company has no Subsidiary Company during the financial year under review.

11. ASSOCIATE COMPANY:

The Company does not have any ''Associate Company'' within the meaning of section 2(6) of the Act during the financial year under review.

12. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of

the Annual Return as of March 31, 2023, on its website at

https://www.osiahypermart.com/investor-relations.html.

13. DIRECTORS & KMP:

b. The Board of Directors duly met 15 times during the financial year under review.

c. Brief profile of the Director who is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

d. The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

e. Formal Annual Evaluation:

The Nomination and Remuneration Committee has adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees

and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

f. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that 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 31^st March, 2023 being end of the financial year 2022-23 and of the profit of the Company for the year;

iv. that the Directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. 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.

g. Disclosure relating to remuneration:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY 2022-23 as the company was listed on 5^th April 2019. Accordingly, details with respect to remuneration of employees are applicable which are as under:

1& 2.The percentage increase in remuneration of each KMP during the FY 22-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the FY 22-23 are as under:

Sr. No.	Name of Director, KMP & Designation	% increase/decrease in Remuneration in the Financial Year 2022-23	Ratio of remuneration of each Director/ to median remuneration of employees
1.	Dhirendra Chopra, Managing Director	33.33%	55.99 : 01.00
2.	Kavita Chopra, Director	33.33%	55.99 : 01.00
3.	Chetan Damji Sangoi, Independent Director	-	-
4.	Hardik Bhadreshbhai Joshi, Additional Independent Director
5.	Archna Nagrani, Director	21.13%	14.08 : 01.00
6.	*Avni Chauhan, Independent Director¹	-	-
7.	*Pranay Jain, Independent Director²	-	-
8.	*Monika Gaurav Gupta, Independent Director³	-	-
9.	Sandeep Tailor, Chief Financial Officer	55.00%	6.63 : 01.00
10.	*Yusuf Rupawala, Company Secretary⁴	10.78%	1.55 : 01.00

1. Mrs. Avni Chauhan has resigned w.e.f. 04.08.2023

2. Mr. Pranay Jain has resigned w.e.f. 21.10.2022

3. Mrs. Monika Gaurav Gupta has resigned w.e.f. 30.03.2023

4. Mr. Yusuf Rupawala has resigned w.e.f. 04.08.2023

3. The median remuneration of employees of the Company during the financial year 2021-22 was Rs. 189376 whereas in FY 2022-23 it is Rs. 257194.

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2023: 1365.

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. The information as per Rule 5 (2) is as follows:

Personnel) Rules, 2014, is provided in a separate annexure forming part of the Annual Report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

14. COMMITTEES

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Shareholders/ Investors Grievance Committee;

4) Corporate Social Responsibility Committee; and

5) Internal Complaints Committee.

AUDIT COMMITTEE

The Audit Committee was originally constituted at a meeting of the Board of Directors held on December 19, 2018. The Audit Committee was consisting of the following Directors as on 31.03.2023:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Chetan Damji Sangoi	Chairman and member	Independent Director
Mrs. Avni Chouhan*	Member	Independent Director
Mr. Dhirendra Gautam Chopra	Member	Managing Director

* Mrs. Avni Chauhan has resigned w.e.f. 04.08.2023 and Mr. Hardik Bhadreshbhai Joshi has appointed in committee as member.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was originally constituted at a meeting of the Board of Directors held on December 19, 2018. During the Financial Year, Mrs. Monika Gaurav Gupta (DIN: 07224521) resigned from the said committee also as Member w.e.f. 30/03/2023 and Appointed Mr. Hardik Bhadreshbhai Joshi (DIN: 10158314) w.e.f. 30/03/2023. The Nomination and Remuneration Committee was consisting of the following Directors as on 31.03.2023;

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Chetan Damji Sangoi	Chairman and member	Independent Director
Mrs. Avni Chouhan*	Member	Independent Director
Mr. Hardik Bhadreshbhai Joshi	Member	Independent Director
* Mrs. Avni Chauhan has resigned w.e.f. 04.08.2023.

SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE

The Shareholders/ Investors Grievance Committee have been originally formed by the Board of Directors at the meeting held on December 19, 2018. During the Financial Year, Mrs. Monika Gaurav Gupta (DIN: 07224521) resigned from the said committee also as Member w.e.f. 30/03/2023 and Appointed Mr. Hardik Bhadreshbhai Joshi (DIN: 10158314) w.e.f. 30/03/2023. The Shareholders/ Investors Grievance Committee was consisting of the following Directors as on 31.03.2023 is as under;

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Chetan Damji Sangoi	Chairman	Independent Director
Mr. Hardik Bhadreshbhai Joshi	Member	Independent Director
Mrs. Kavita Dhirendra Chopra	Member	Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Name of the Director Designation in the Nature of Directorship

Committee

Mrs. Avni Chouhan * Chairman and member Independent Director Mr. Dhirendra Gautam Chopra Member Managing Director Mrs. Kavita Dhirendra Chopra Member Executive Director

* Mrs. Avni Chauhan has resigned w.e.f. 04.08.2023 and Mr. Hardik Bhadreshbhai Joshi has appointed in committee as Chairman.

INTERNAL COMPLAINTS COMMITTEE:

Name of the Director	Designation in the Committee
Mrs. Kavita Dhirendra Chopra	Presiding Officer
Mr. Sanjay Solanki	NGO Member
Mr. Shankarsingh Tarsingh Rajpurohit	Member
Mrs. Poonam Panchal	Member

15. GENERAL:

During the year;

i) The Company has issued shares and warrants which have been mentioned above in detail.

ii) The Company does not have any ESOP scheme for its employees / Directors;

iii) The Company has not bought back any of its securities;

iv) The Company has not issued any Sweat Equity Shares;

16. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

17. AUDITORS:Statutory Auditor:

M/s. SPJV & Co., Chartered Accountants, Bhopal, (FRN: 116884W), Statutory Auditors of the Company has submitted the Audit Report for the financial year 2022-23. The remarks of Auditors are self-explanatory and have been explained in Notes on Accounts.

They have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

Cost Auditor:

Secretarial Auditor:

The provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY 2022-23 for which company has already appointed M/s. SCS AND CO. LLP as the Secretarial Auditor of the Company w.e.f. 01^st June, 2022. Hence, the Secretarial Audit Report is applicable to the Company and the said report is presented in a separate section forming part of the Annual Report in Form No. MR-3.

The Secretarial Audit Report contain Following qualification, reservation or adverse remark or disclaimer-

1. The charge was created by company on 14th December, 2022 but the e-form CHG-1 was filed on 17th January, 2023 there was delay of 5 days in filing the e-form CHG-1.

2. The company has delayed in filing Financial Results for the year ended 31.03.2022. Notice for non-compliance with SEBI (LODR) Regulations, 2015 ("Listing Regulations") and Fine amounting to total Rs. 10,000 (Rs. 5000 per day) and the non-compliance of Regulation 33 in delay for 2 days in filing Financial Results for the half year/year ended 31.03.2022. With vide SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 (hereinafter referred to as "SOP Circular''), specifying Standard Operating Procedure for imposing fines and suspension of trading in case of Non-compliance with Listing Regulations. On verification of the Exchange records, it has been observed that Company has not complied/delayed complied with certain Listing Regulation(s).

Board''s comment on the above non-compliance

1. The board of directors of the company are aware of the above non-compliance and the company has already filed additional fees for delay in filing the form CHG-1 and company ensure that in future no such delay or non-compliance will take place.

2. For non-compliance related to financial results the company has paid the fine amount and has taken utmost care to avoid the further non-compliance in future.

Reporting of fraud by Auditors

18. RELATED PARTY TRANSACTION:

All 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 transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

19. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors'' Report.

20. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORY:

During the year; there was no significant / material order passed by any regulator, court or tribunal on the Company impacting the going concern status and Company''s operations in future.

21. RISK MANAGEMENT:

The Company was already having risk management system to identify, evaluate and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organization.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

23. CORPORATE SOCIAL RESPONSIBILITY:

CSR Committee, Mr. Dhirendra Gautamkumar Chopra and Mrs. Kavita Chopra Dhirendrakumar as members of the Committee.

The Company has spent the amount on CSR Activities for the financial year 2022-23 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed under Section 135 of the Companies Act, 2013. (CSR Report separately attached herewith).

24. PARTICULARS OF EMPLOYEES:

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

26. SAFETY, HEALTH AND ENVIROMENT:

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

27. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

28. SECRETARIAL STANDARDS:

29. CAUTIONARY STATEMENT:

Certain Statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

30. ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, cooperation and support helped us face all challenges and deliver results. We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

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