7NR Retail Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 9thAnnual Report together with Statement of accounts of your Company for the Year ended on March 31, 2021.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous year figures is given hereunder:

(Amount in Lakh)

Particulars 2020-2021 2019-2020
Revenue from Operations 275.65 1184.20
Other Income 22.07 13.41
Total Revenue 297.72 1197.61
Profit before Finance Cost, -38.60 33.96
Depreciation and Taxation
Depreciation 14.48 14.36
Finance Cost 0.28 0.61
Profit before Tax -53.36 18.99
Provision for Taxation :
(i) Current Income Tax - 8.25
(ii) Deferred Tax - -0.29
Profit after Income Tax -53.36 11.03

2. FINANCIAL REVIEW:

Your Companys total income for the year 2020-2021is Rs.297.72/- Lakh compared to last years income of Rs. 1197.61/-Lakh. The profit before tax (after Finance cost and depreciation) during the year under review was Rs.-38.60 Lakh as compared to previous years figure of Rs.14.36 Lakh. Your Company has loss of Rs.11.03 Lakh against the net profit of Rs.11.03Lakh during the previous year. Your Company expects to achieve better performance during the currentyear.

3. DIVIDEND AND RESERVES:

Your Directors do not recommend the payment of dividend for the year ended 31st March, 2021.

Further the Company has not transferred any amount to reserves during the year.

4. CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business.

5. SHARE CAPITAL:

Authorized Share Capital:

During the year under review, the Authorised Share Capital of the Company is Rs.11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 ( One Crore and Ten Lakh Only) equity shares of Rs. 10/-each.

Paid-up Share Capital:

The Paid up share capital of the Company as on 31st March, 2021 was Rs.10,47,45,000/- (Rupees Ten Crore Forty Seven Lakh Forty Five Thousand) Equity Shares of Rs. 10/- (Ten) each.

No bonus shares were issued during the year under review. The Company did not make any allotment through ESOPs during the year.

6. NUMBER OF BOARD MEETINGS:

During the year under review, the Board of Directors duly met 10(Ten) times.

Details of Board meetings for the year under review are tabulated hereunder:

Date of Board Meetings Pinal Shah VinayRav al SudhirB araiya* Rachan aben Jain Amit Choudh ary* Gaurav Kimtani
1. 25.05.2020 ? ? ? ? ? ?
2. 30.06.2020 ? ? ? ? ? ?
3. 22.08.2020 ? ? ? ? ? ?
4. 02.09.2020 ? ? ? ? ? ?
5. 04.09.2020 ? ? ? ? ? ?
6. 15.09.2020 ? ? ? ? ? ?
7. 11.11.2020 ? ? ? ? ? ?
8. 29.01.2021 ? ? ? ? ? ?
9. 12.02.2021 ? ? ? ? ? ?
10. 19.03.2021 ? ? -- ? ? ?
Total 10/10 10/10 09/10 10/10 10/10 10/10

*Mr. Sudhir Baraiya and Mr. Amit Choudhary have resigned from the Board with effect from 15th March, 2021 and 3rd July, 2021 respectively.

7. DEPOSITS:

During the year under review, your Company has not invited nor accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 hence the requirement for furnishing of details of deposits which are not in Compliance with the Chapter V of the Companies Act, 2013 is not applicable.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material Changes and commitments, if any affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements Relate and the Date of the Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL, APPOINTMENT AND RESIGNATION:

CHANGES IN DIRECTORS:

Mr. Sudhir Baraiya (DIN: 08477351) has resigned from the directorship of the Company w.e.f. 15th March, 2021 due to some personal reasons.

Mr. Pranav Manoj Vajani(DIN: 09213749) is appointed as Additional Independent Director of the Company with effect from 3rd July, 2020 subject to approval by the members of the Company at the ensuing Annual General Meeting of the Company to held on 30th September, 2021.

Mr. Gaurav Dilipkumar Kimtani (DIN:08065665) was appointed as Additional Independent Director of the Company with effect from 2nd September, 2020 , approved by the members of the Company vide 8th Annual General Meeting held on 30th September, 2020.

Mr. Amitkumar Kodarlal Choudhary (DIN:08857986) was appointed as Additional Independent Director of the Company with effect from 2nd September, 2020 , approved by the members of the Company vide 8th Annual General Meeting held on 30th September, 2020. He has resigned from the Directorship of the Company with effect from 3rd July, 2021.

CHANGES IN KEY MAANGERIAL PERSONNEL:

Mr. Jaimin Kailash Gupta is appointed as an Additional Director and Whole time Director with effect from 12th February, 2021 subject to approval by the members of the Company at the ensuing Annual General Meeting of the Company to held on 30th September, 2021.

Mr. Mittal Shah, Chief Financial Officer of the Company has resigned from the post with effect from 18th June, 2021.

Mr. Pradeepsingh Ajitsingh Shekhawat is appointed as Chief Financial Officer of the Company with effect from 18th June, 2021.

RE-APPOINTEMNT OF DIRECTOR:

In accordance of the provision of section 152 of the Companies Act, 2013, Mr. Pinal Kanchanlal Shah (DIN:05197449) retires by rotation at the ensuing Annual GeneralMeeting and being eligible in terms of section 164 of the Act and offer herself for re-appointment.

10. REMUNERATION POLICY:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior leadership Position as well as well-defined criteria for the selection of candidates for appointment of the said positions which has been approved by the Board follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.7nrretailltd.in.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31stMarch, 2021.

12. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is notapplicable.

13. EXTRACTS OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed format is appended to this Report as Annexure I.

14. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has adopted the policy on Materiality of Related Party Transaction for the purpose of identification and monitoring Related Party transactions between the Company and its related parties. All transactions if any with Related Parties are placed before the Audit Committee and Board for prior approval. The Policy on Materiality of Related Party Transaction has been available on the website of the Company at www.7nrretailltd.in.

During the year, the Company had not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

16. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

The Company has established a Whistle Blower Policy for its Directors and Employees to deal with instances of actual or suspected fraud or violation of the Companys Code of Conduct & Ethics fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company www.7nrretailltd.in.

17. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an Internal Control System in place commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Financial Control function is well defined.

18. RISK MANAGEMENT:

In line with the regulatory requirements, the Company has framed a Risk Management mechanism to identify and assess the key business risk areas and to put in place a mechanism for mitigation of risk. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

In the opinion of the Board, no risk has been identified that may threaten the existence of the Company.

19. AUDITORS OF THECOMPANY:

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for providing Secretarial Audit Report under Companies Act, 2013 and under Regulation 24A of SEBI (LODR) Regulation, 2015, the Company had appointed M/s. Gaurav Bachani & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2020-2021. The Secretarial Audit report for the financial year 2020-2021 issued by M/s. Gaurva Bachani & Associates, Practicing Company Secretary has been annexed as Annexure II to this report. There were no qualifications or adverse mark in this report.

INTERNAL AUDITOR:

In accordance with the provisions of section 138 of the act and rules made thereunder M/s. Niranjan Jain & Co., Chartered Accountants, Ahmedabad is appointed as an internal auditor to conduct the internal audit of the Company for the F.Y. 2021-2022 as on 3rd June, 2021. M/s. Niranjan Jain & Co., Chartered Accountants has resigned from the post of Internal Auditor of the Company w.e.f. 31.08.2021. Ms. Poorva Jain has appointed as an Internal Auditor of the Company w.e.f. 31.08.2021.

STATUTORY AUDITORS AND THEIR OBSERVATIONS:

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that pursuant to the provisions of Sections 139 to 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the underlying rules, M/s. Niranjan Jain & Co., Chartered Accountant (Firm Registration number: 113913W) be and is hereby appointed as the statutory auditor of the Company in place of retiring auditors M/s. Loonia & Associates, Chartered Accountant (Firm Registration number: 130883W), to hold office from the conclusion of this 9thAGM until the conclusion of the 14thAGM, on a remuneration that may be determined by the Board of Directors in consultation with the auditor."

M/s. Niranjan Jain & Co., Chartered Accountants, Ahmedabad have forwarded their certificates to the Company stating that their appointment, if made, will be within the limit specified in that behalf in section 141 of the Companies Act, 2013.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

20. COST AUDITORS:

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules framed thereunder are not applicable to the Company.

21. MANAGEMENT DISCUSSION ANDANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (Listing

Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the

Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure-III.

22. PARTICULARS REGARDING EMPLOYEESREMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under the Rule with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information as required under the provisions of Section 197 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as

Annexure-IV.

23. CORPORATE GOVERNANCEREPORT:

As required in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance along with certificate from Auditors of the Company confirming compliance with conditions of Corporate Governance requirements by the Company, forms part of the Annual report and is attached herewith as ANNEXURE- V.

24. DIRECTORS QUALIFICATION CERTIFICATE:

In terms of SEBI (LODR) Regulation 2015, a Certificate from M/s. Gaurav Bachani & Associates, Practicing Company Secretary stating that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority, appear as Annexure VI to this report.

25. PREVENTION OF INSIDER TRADING:

During the year, the Company amended the Insider Trading Policy in line with the SEBI(Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Corporate Policy on Investor Relations was amended. The amended policy is available on our website www.7nrretailltd.in

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

The erstwhile Promoters of the Company had entered into Share Purchase Agreement with Mr. Trivedi UmangVijaykumar (hereinafter referred to as ‘Acquirer 1), and Mr. Agrawal Nikunj Maheshlal (hereinafter referred to as ‘Acquirer 2) (Acquirer 1 and Acquirer 2 are hereinafter collectively referred to as ‘Acquirers)in accordance with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as the‘SEBI (SAST) Regulations)on 3RD August, 2021 to acquire 29.86% of the total Equity share Capital and 29.86% of the Total Voting Power. The acquirers have made an application to SEBI for an Open Offer to acquire up to 31,27,686 Equity Shares of Rs. 4/- each, representing 26% of the equity and Voting share Capital of 7NR Retail Limited (‘7NR or Target Company) from the public Shareholders of 7NR Retail Limited, at an offer price of Rs. 8.78/-(Eight Rupees and Seventy Eight Paisa only) (Open offer).

The Open Offer to the Public Shareholders of our Company as per SAST Regulations will open on 28th September, 2021 and end on 11th October, 2021.

For Open offer, the Acquirers of the Company have appointed "Capital Square Advisors Private Limited" Merchant Banker, Manager to the Offer.

27. CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility are not applicable to the Company.

28. CRITERIA FOR APPOINTMENT OF INDEPENDENTDIRECTORS:

An Independent Director shall be a person of personal and professional ethics, integrity and values having appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended 31stMarch,2021.

29. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

30. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

The Company has in place a process for familiarization of newly appointed directors with respect to their respective duties and departments. The highlights of the Familiarization Programme are explained in the Corporate Governance Report forming part of this Annual Report and are also available on the Companys website

31. DECLARATION FROM INDEPENDENTDIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013.

32. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 19thMarch, 2021 inter alia, to discuss:

Review of the performance of the Non- Independent Directors and the Board of Directors as a whole. Review of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

33. COMMITTEES OF THEBOARD:

During the year, your Directors have constituted or reconstituted wherever required, the following committees of the Board is in accordance with the requirements of the Companies Act, 2013. The Composition, terms of reference and other details of all Board level committees have been elaborated in detail:

AUDIT COMMITTEE:

The Audit Committee comprises of non executive Independent Director and Managing Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2020-2021, 5 meetings of Audit Committee were held on 25.05.2020, 30.06.2020, 15.09.2020, 11.11.2020 and 29.01.2021.

The Composition of Audit Committee and the details of meetings attended by the members during the year are given below:

Name of the Director Status Nature of Directorship No. of Meetings Meeting attended
1. Mr. Sudhirbhai Baraiya* Chairman Non-Executive & Independent Director 4 4
2. Mr. Gaurav Kimtani Chairman Non-Executive & Independent Director 1 1
3. Mr. VinayRaval Member Non-Executive & Independent Director 5 5
4. Mr. Pinal Shah Member Managing Director 5 5

*Ms. Sudhir Baraiya has resigned from the chairmanship of the Company with effect from 29thJanuary, 2021.

**Mr. Gaurav Kimtani is appointed as a Chairman of the Audit Committee w.e.f. 29th January, 2021.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three non-executive Directors as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2020-2021, 4 meeting of Nomination and Remuneration Committee were held on 22.08.2020, 02.09.2020, 04.09.2020 and 12.02.2021.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by the members during the year are given below:

Name of the Director Status Nature of Directorship No. of Meetings Meeting attended
1. Mr. VinayRaval Chairman Non-Executive 4 4
2. Mr. Sudhirbhai Baraiya* Member Non-Executive &Independent Director 4 4
3. Mrs. Rachanaben Jain** Member Non-Executive& Non-Independent Director 3 3
4. Mr. Gaurav Kimtani** Member Non-Executive& Independent Director 1 1

*Mr. Sudhirbhai Baraiya has resigned from the Directorship of the Company with effect from 15th March, 2021.

**Mrs. Rachanaben Jain has resigned from the committee and Mr. Gaurav Kimtani is appointed as Member of the Committee w.e.f. 11.11.2020.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee comprises of two non-executive Directors and Managing Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2020-2021,3 meetings of Stakeholder Relationship Committee were held on 30.06.2020, 22.08.2020 and 10.09.2020.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Name of the Director Status Nature of Directorship No. of Meetings Meeting attended
1. Mr. Vinay Raval Chairman Non-Executive & Independent Director 3 3
2. Mr. Pinal Shah Member Managing Director 3 3
3. Mr. Sudhirbhai Baraiya* Member Non-Executive & Independent Director 3 3

*Mr. Sudhir Baraiyahas resigned from the board as Independent Director with effect from 15thMarch, 2021.

34. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER

DETAILS:

The Companys policy on appointment of directors is available on the website of the Company i.e. www.7nrretailltd.in . The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Website of the Company.

35. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO:

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company hence the same is not disclosed in the Annual report.

37. REPORTING OF FRAUD:

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

38. DIRECTORS RESPONSIBILITYSTATEMENT:

It is hereby stated that:

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

(ii) the Directors have 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 period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for;

(iv) safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(v) the directors had prepared the annual accounts on a going concern basis;

(vi) 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 and

(vii) 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.

39. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace for prevention, prohibition and redressal of Complaints relating to sexual harassment of women at work place. All women employees of the Company are covered under this Policy. The Sexual Harassment policy has been available on the website of the Company www.7nrretailltd.in.

The Company has not received any complaints on sexual harassment and hence no compliant remains pending as on 31st March, 202.

40. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Companywww.7nrretailltd.in.

41. DEMATERIALISATION OFSHARES:

As on 31st March, 2021, a total of 1,04,74,500 equity shares aggregating to 100% of the total issued, subscribed and paid-up equity share capital of the Company. Out of 1,04,74,421 Equity Share in dematerialized form and 79 Equity Shares in Physical form. The Company ISIN No. is INE413X01019.

One Remat request received for 79 shares on 30th July, 2020 and the same has been processed.

42. OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA:

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

43. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company Equity Shares is listed at Bombay Stock Exchange Limited. The Annual Listing fees for the year 2021-2022 have been paid.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.