Baazar Style Retail Ltd Directors Report

Directors Report

Dear Shareholders,

Your directors are pleased to present the 12^th Annual Report for the Financial Year 2024-25 of your Company on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended on March 31, 2025, and the Auditors Reports thereon.

FINANCIAL RESULTS

The salient features of Companys financial performance for the year under review along with the previous years figures are given hereunder:

			(in Rs. Lakhs)
	Standalone		Consolidated
Particular	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue From Operations	1,34,354.78	97,265.34	1,34,371.29	97,288.20
Other Income	899.17	994.64	897.58	994.46
Total Income	1,35,253.95	98,259.98	1,35,268.87	98,282.66
Profit Before Interest, Depereciation and Taxation	19,866.45	15,216.64	19,855.78	15,210.92
Less: Finance Cost	6,903.22	4,943.48	6,903.25	4,943.48
Less: Deprectiation and Amortisation	9,989.11	7,345.43	9,989.15	7,345.45
Profit Before Exceptional Items and Tax	2,974.12	2,927.73	2,963.38	2,921.99
Less: Exceptional items charge (net)	1,075.60	-	1,075.60	-
Less: Tax Expenes	424.32	729.02	421.49	727.71
Profit After Tax (pat)	1,474.20	2,198.71	1,466.29	2,194.28
Add: Other Comprehensive lncome/(Loss)	(130.57)	(40.12)	(130.57)	(40.12)
Total Comprehensive Income	1,343.63	2,158.59	1,335.72	2,154.16

FINANCIAL PERFORMANCE Standalone Financials

The Company sustained its strong growth momentum in FY2024-25, driven by the strategic expansion of its retail footprint and consistent revenue performance. The Companys revenue from operations surged by 38%, reaching Rs. 1,34,354.78 Lakhs compared to Rs.97,265.34 Lakhs in FY 2023-24, supported by an increase in the retail store network from 162 to 214 stores. Total income rose to 51,35,253.95 Lakhs from 598,259.98 Lakhs in the previous financial year 2023-24. Profit before exceptional items and tax saw a slight uptick to 52,974.12 Lakhs from 52,927.73 Lakhs. However, profit after tax (PAT) declined to 51,474.20 Lakhs from 52,198.71 Lakhs, primarily exceptional item charge. Similarly, total comprehensive income decreased to 51,343.63 Lakhs from 52,158.59 Lakhs. While the Company maintained its core profitability, the financial impact of increased operating costs was evident. Additionally, an exceptional loss of 51,075.60 Lakhs was recorded following a fire at the Serampore warehouse on May 20,2024, net of expected insurance recoveries. Despite this unforeseen event, the Companys operational resilience remained strong.

Consolidated Financials

Revenue from operations increased by 38%, reaching 51.34.371.29 Lakhs compared to 597,288.20 Lakhs in FY2023-24. Total consolidated income rose to 51,35,268.87 Lakhs from 598,282.66 Lakhs in the previous financial year 2023-24. Profit before exceptional items and tax stood at 52,963.38 Lakhs, slightly higher than 52,921.99 Lakhs recorded in the prior year. After accounting for an exceptional net loss of 51,075.60 Lakhs and tax expenses, profit aftertax (pat) declined to 51.466.29 Lakhs from 52,194.28 Lakhs. Consequently, total comprehensive income also decreased to 51,335.72 Lakhs from 52,154.16 Lakhs in FY2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed evaluation of the Companys operational and financial performance, along with insights into human resource development, economic outlook, and the associated risks and concerns, is provided in the Management Discussion and Analysis Report.

GENERAL REVIEW & STATE OF COMPANYS AFFAIRS

The fiscal year 2024 - 25 has been a landmark year for your Company, marking significant progress across multiple dimensions - geographical expansion, operational excellence, digital transformation, and financial performance. Operating under the brand names "Style Baazar" and "Express Baazar", the Company continues to strengthen its position in the Indian retail sector by focusing on the sale of readymade garments, accessories, and home decor items through a cluster- based expansion model. This approach has enabled the Company to penetrate Tier 2, Tier 3, and Tier 4 cities and towns, tapping into a rapidly growing consumer base that remains underserved by larger retail chains.

As of March 31, 2025, the Company has established a robust footprint across nine states - West Bengal, Odisha, Assam, Bihar, Jharkhand, Uttar Pradesh, Andhra Pradesh, Arunachal Pradesh, and Tripura - with a network of 214 retail stores. This strategic presence allows the Company to cater to diverse regional preferences and fashion sensibilities, thereby enhancing customer engagement and loyalty. The cluster expansion model has proven to be a catalyst for concentrated growth, enabling the Company to leverage regional familiarity and operational synergies.

The Companys total retail space witnessed a significant increase, expanding from approximately 14.65 lakh sq. ft. in FY 2023-24 to 19.21 lakh sq. ft. in FY 2024 - 25. This expansion has been instrumental in accommodating a broader inventory, offering customers a more spacious and immersive shopping experience, and supporting the Companys growing product portfolio.

During the year under review, the Company faced an unforeseen challenge when a fire incident occurred on May 20,2024, at its erstwhile central warehouse located at J.L No. 11, Prospace Industrial Parks, Mouza - Belumilki, Pearapur Gram Panchayat, Serampore District, Hooghly - 712 223, West Bengal. Despite the severity of the event, the Company responded swiftly and effectively, ensuring minimal disruption to its operations. Within a month of the incident, the entire warehousing operation was successfully transitioned to a new state-of-the-art facility, demonstrating the Companys resilience and commitment to operational continuity.

A key driver of the Companys growth has been its centralised warehousing infrastructure located in Serampore, West Bengal, which now spans approximately 3.12 lakh sq. ft. approx, as of the date of this Annual Report. This includes a recent addition of 1.22 lakh sq. ft. approx, of warehouse space commissioned in June 2025, further reinforcing the Companys logistics backbone. These state-of-the-art facilities are meticulously designed to optimise supply chain operations by enhancing inventory visibility, reducing turnaround times, and ensuring seamless distribution across the expanding retail network. The expanded warehousing capacity significantly strengthens the Companys ability to maintain timely replenishment, support scalable inventory management, and deliver a consistent and efficient customer experience across all stores.

The Company achieved a historic milestone in FY 2024 - 25 by crossing a turnover of 51300 Crores, a testament to its strategic foresight, operational discipline, and customer-centric approach. This financial achievement reflects the success of the cluster expansion strategy and the Companys ability to consistently deliver value to its customers.

The expansion into new territories has had a direct and positive impact on sales and customer acquisition. By entering previously untapped markets, the Company has broadened its customer base and fulfilled the growing demand for affordable and quality fashion and home decor. The increased retail space has enabled the introduction of a wider product range, deeper inventory, and enhanced visual merchandising, all contributing to higher sales volumes and improved customer satisfaction.

In line with its commitment to employment generation, the Company now employs approximately 4100 individuals, including staff across its expanding retail network. This not only supports local economies but also reflects the Companys dedication to employee welfare and inclusive growth. The rollout of a revamped Human Resources (hr) Policy and the introduction of group medical insurance schemes underscore the Companys focus on creating a supportive and employee-friendly work environment.

To foster internal communication and build a sense of community, the Company has launched a monthly newsletter, serving as a platform for sharing updates, celebrating achievements, and reinforcing a shared sense of purpose among employees. This initiative complements the Companys inclusive culture and commitment to transparency.

At the leadership level, the Company has onboarded a team of seasoned professionals with deep industry expertise, particularly in senior management roles. This strategic move is aimed at driving innovation, strengthening governance, and steering the Company towards its long-term objectives.

A major milestone during the year was the Companys transition to a publicly listed entity. Following the filing of its Red Herring Prospectus dated August 23, 2024, with SEBI and the Prospectus dated September 3, 2024, with the Ministry of Corporate Affairs, the Company was successfully listed on September 6,2024. Consequently, the Company is now subject to all applicable SEBI regulations, including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; SEBI (Prohibition of Insider Trading) Regulations, 2015; SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2016; and other allied regulations. The Company continues to uphold the highest standards of corporate governance, rigorously complying with all applicable laws, rules, and regulations under the Companies Act, 2013 and other relevant statutes.

FY 2024-25 also marked a transformational shift towards technology inclusion. The Company has successfully implemented several digital solutions, including the Warehouse Management System (wms) supported by Miebach, Supply Mints PO- ASN module, Auto Replenishment System (ARS), and Tableau Business Analytics, which have collectively enhanced inventory accuracy, supply chain visibility, and data-driven decision-making. In compliance with SEBI (PIT) regulations, a Structured Digital Database (SDD) has been deployed to ensure secure and compliant data management. The Company has also digitised its internal documentation processes, reducing paper consumption and contributing to environmental sustainability.

Looking forward, the Company is executing a comprehensive technology roadmap to further modernise its operations. Key initiatives include the implementation of SAP - Rise with S/4HANA for core ERP functions, Infor for advanced warehouse management (currently in the System Integration Testing phase), Goldratt for automated planning, and DOMO for centralised business intelligence and dashboarding. These investments are expected to significantly enhance operational efficiency, reduce manual interventions, and foster a culture of innovation and agility.

In conclusion, FY 2024-25 has been a year of strategic expansion, operational excellence, digital transformation, and financial achievement. With a strong foundation in place, your Company is well- positioned to continue its growth trajectory, redefine the retail experience, and deliver sustained value to its stakeholders across India.

DIVIDEND

In order to fund the growth plans and consider the industry outlook and financial position of the Company, your Board of Directors have not recommended any dividend for the financial year ended on March 31,2025.

Dividend Distribution Policy

The Company has a Dividend Distribution Policy pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same can be viewed on the companys website at https://stylebaazar.in/wp-content/uploads/2024/02/ Policy-on-Distribution-of-Dividend.pdf

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves, for the year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the business of value retail of fashion and lifestyle products via its retail stores. During the year under review, there has been no change in business of the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company has a non-material wholly owned subsidiary ("WOS") namely Konnect Style Retail Private Limited. Except this, your Company has no subsidiary, associates or joint venture during the financial year 2024-25. The Statement in Form AOC-1 containing the salient features of the financial statements of your Companys Subsidiary Companies pursuant to the proviso to Section 129(3) of the Companies Act 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the Rules above, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordance with the Indian Accounting Standards, Consolidated Financial Statements prepared by your Company include financial information of its Subsidiary Companies as per Rule 8(l) of the Companies (Accounts) Rules, 2014, forms part of the annual accounts which have been placed on the website of your Company https://stylebaazar.in/wp-content/ uploads/2025/08/Signed-Financials-of-Konnect-Style. pdf. Further, the contribution of above-mentioned subsidiary companies to the overall performance of the Company are provided in the Consolidated Financial Statements forming part of this report.

Performance of M/s. Konnect Style Retail Private Limited, a wholly owned subsidiary (wos)

M/s. Konnect Style Retail Private Limited, a wholly owned subsidiary of the Company, is engaged in the e-commerce business. During the reporting period, the company generated a revenue from operations (turnover) of 529.49 lakhs and a Profit After Tax (pat) of 5(7.9l) lakhs. The company is currently in the nascent stage of its operations and business life cycle.

SIGNIFICANT/ MATERIAL EVENTS OCCURRED

DURING THE FINANCIAL YEAR Initial Public Offering (iPO)

During the financial year 2024-25, the Company undertook the Initial Public Offer (IPO) offering 21,459,488 Equity Shares of face value of 5 5 each of the Company for cash at a price of 5 389 per Equity Share, including a premium of 5 384 per Equity Share. The bidding of the IPO Commenced on August 30,2024, and concluded on September 3,2024. The allotment of IPO was finalised on September 4, 2024, and the Equity Shares of the Company got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). (BSE & NSE) hereinafter will be collectively referred to as Stock Exchanqes) with effect from September 6, 2024.

Exchanges	Scrip Code	ISIN
BSE	544243	INE01FR01028
NSE	STYLEBAAZA

The IPO comprised of fresh issue of shares and offer for sale. The details of the issue are stated below:

Particulars	No. of Equity shares issued as per Offer Documents	Amount in Rs. Crores	No. of Equity shares subscribed	Amount in Rs. Crores
Fresh Issue Size	3,807,168	148.00	3,806,387*	148.00
Offer for Sale	17,652,320	686.68	17,652,320	686.68
Total Offer Size	21,459,488	834.68	2,14,58,707	834.68

*Out of the total allotment of 3,806,387 equity shares, 19,570 shares have been allocated to employees under the employee reservation.

The issue was led by book running Lead Managers i.e. Axis Capital Limited, JM Financial Limited and Intensive Fiscal Services Private Limited (collectively referred to as BRLM). The Board places on record its appreciation for the support provided by various Authorities, Stock Exchanges, BRLMs, Legal Counsels, Depositories, Consultants, Auditors and Employees of the Company for making the IPO of the Company a success. We are gratified and humbled by the strong participation shown in the Companys IPO by leading domestic and global institutional investors, NRIs, HNIs, retail investors and other market participants.

The Companys IPO received an overwhelming response and was oversubscribed by 40.63 times, reflecting an investor appetite for the issue. The market capitalisation of the Company has marked its presence under the list of Top 1000 Companies. As per the market capitalisation list released by NSE, the ranking of your Company stood at 987 as on December 31, 2024. Moreover, the market capitalisation of Company as on March 31,2025 as per BSE and NSE is 51794.17 Crores and 51796.26 Crores respectively.

Proceeds from IPO

The details of the proceeds raised through the issue of fresh Equity Shares are set forth below:

Particulars	Amount in Rs. Crores
Gross Proceeds of the Fresh Issue	148.00
(Less) Net of provisional IPO Expenses	8.77
Net Proceeds	139.23

Monitoring Agency

As IPO of the Company included fresh issue of Equity Shares, the Company appointed CARE Ratings Limited as Monitoring Agency of the Company which provides report on a quarterly basis regarding utilisation of IPO proceeds and the same is filed on the Stock Exchanges in timely manner pursuant to the requirements of Regulation 32 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (SEBI LODR Regulations).

The utilisation of funds raised through IPO as on March 31, 2025, have been mentioned hereunder:

	Amount in Rs. Crores
Item Head	Amount Allocated	Amount Utilised
Prepayment or repayment of all or a portion of certain outstanding borrowings availed by our Company	146.00	146.00
General corporate purposes	28.99	28.99
Total	174.99	174.99

SHARE CAPITAL Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the company stood at 550,00,00,000/- divided into 10,00,00,000 equity shares of 55 per share.

Change in paid up Share Capital

Pre IPO Placement Allotment

On August 3, 2024, the Company issued and allotted 9,56,072 equity shares at t 387 per share including a premium of t 382 per share by way of on a private placement basis under Pre IPO Placement.

IPO Allotment

On September 4,2024, the Company allotted 3,806,387 equity shares under its Initial Public Offering (iPO). This allotment includes 3,786,817 equity shares issued at 5389 per share, which encompasses a premium of 5384 per share and 19,570 equity shares were allotted at 5354 per share, including a premium of Rs.349 per share to employees under employee reservation.

During the year under review, the Paid-up Equity Share Capital of the Company stood at Rs.37,30,86,765 as on March 31,2025, consisting of 74,617,353 equity shares of 55 per share.

During the year under review, the Company has not issued or made allotment of shares with differential voting rights or granted any stock options or sweat equity shares or instruments convertible into equity shares of the Company.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board of Directors

The constitution of the Board of Directors of the Company is in accordance with the provisions of the Act and SEBILODR Regulations. As on March 31,2025, The Board of Directors consists of total of ten members, out of which five are Independent Directors. Moreover, the Board also comprises of four Executive Directors, one Non-Executive Director and two Woman Directors out of which one is Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review and till the date of approval of this Directors Report composition of Board of Directors is given below:

Name	Designation	DIN No
Mr. Pradeep Kumar Agarwal	Chairman and Whole Time Director	02195697
Mr. Shreyans Surana	Managing Director	02559280
Mr. Rohit Kedia	Whole Time Director	06562024
Mr. Bhagwan Prasad	Whole Time Director	01228213
Mrs. Ushma Sheth Sule*	Non -Executive Non- ndependent Director	07460369
Dr. Dhanpat Ram Agarwal	Non-Executive, ndependent Director	00322861
Mrs. Richa Manoj Goyal	Non-Executive, Independent Director	00159889
Mr. Prashant Singhania Mr. Saurabh Mittal	Non-Executive, Independent Director Non-Executive, Independent Director	08538079 10471748
Mr. Rishabh Narendra Jain	Non-Executive, Independent Director	10480325

* Mrs. Ushma Sheth Sule (DIN: 07460369) was initially appointed as a Nominee Director, and further she was re-designated as Non -Executive Non-Independent Director w.e.f. from September 25, 2024.

Key Managerial Personnel

The following are the designated Key Managerial Personnel of the Company pursuant to Sections 2(5l) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name	Designation
Mr. Pradeep Kumar Agarwal	Chairman and Whole Time Director
Mr. Shreyans Surana	Managing Director
Mr. Rohit Kedia	Whole Time Director
Mr. Bhagwan Prasad	Whole Time Director
Mr. Nitin Singhania	Chief Financial Officer
Mr. Abinash Singh	Chief Compliance Officer, Company Secretary and Head - Legal and Compliance

Changes in Directors and Key Managerial Personnel:

Re-appointment of Managing Director

Based on the recommendation of Nomination & Remuneration Committee and approval of the Board of Directors, the members of the Company at 11^th Annual General meeting held on July 19 2024, had approved by way of special resolution the re-appointment of Mr. Shreyans Surana (DIN: 02559280) as Managing Director of the Company for a period of 3 (three) years, with effect from March 30 2025.

Change of Designation

The Company entered into a waiver cum amendment agreement with investors on July 18, 2024, to facilitate its IPO.

On July 19,2024, shareholders passed special resolutions terminating/falling away of Part II of the Articles of Association, effective upon filing the updated draft red herring prospectus with SEBI. Because of the same Mrs. Ushma Sheth Sule was no longer a nominee director. However, she continues as Director (Professional - Non- Executive) with effect from September 25, 2024, with approval of Board.

Retirement by Rotation of Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Pradeep Kumar Agarwal (DIN: 02195697), Whole-time Director and Mrs. Ushma Sheth Sule (DIN: 07460369) Non-Executive Non-Independent Director, being longest in the office shall retire by rotation and being eligible, offers their candidature for re-appointment.

Details of the above-mentioned Directors seeking such re-appointment are given in the Notice of the ensuing 12^th Annual General Meeting being sent to the members along with the Annual Report.

Declaration of Independence by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013 the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (6) of the Companies Act, 2013 read with the Schedule and Rules issued thereunder as well as Regulation 16 of the SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have also given declarations that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("MCA").

Further, in the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board are provided in the Report on Corporate Governance.

As per declaration received by the company, none of the Directors of the Company are disqualified for being appointed or re-appointed as Directors, as specified in section 164(2) of the Companies Act, 2013 and rule 14(l) of the Companies (Appointment and Qualification of Directors) Rules 2014.

A note on the familiarisation programme for orientation and training of the Directors undertaken in compliance with the provisions of the Act and the SEBI LODR Regulations is provided in the Corporate Governance Report, which forms part of this Annual Report.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

In accordance with the provisions of Section 173 of the Companies Act, 2013 read with the relevant Rules thereto read with with Regulation 17(2) of the SEBI (LODR) Regulations, the Board of Directors of the Company has met 10 (ten) times during the current financial year on 14.06.2024, 24.06.2024, 08.07.2024, 03.08.2024, 11.08.2024, 23.08.2024, 03.09.2024, 25.09.2024, 07.11.2024 and 28.01.2025 in physical mode as well as through "Video Conferencing / Other Audio Visual Means" (VC/ OAVM) as required in line with Companies Act, Rules and Secretarial Standards. The details of the meetings attended by the Directors during the financial year 2024- 25 has been furnished in the Corporate Governance Report forming part of this report.

In accordance with circulars issued by Ministry of Corporate Affairs, some of the Board Meetings took place through Video Conferencing/ Other Audio- Visual Means (VC/OAVM). Measures were taken to ensure security of information and confidentiality of process, and at the same time, ensuring convenience of the Board members. The Company Secretary and the Chairman of the meeting(s) ensured that all the applicable provisions related to holding of the meetings through VC/OAVM had been complied with.

Audit Committee

Pursuant to Section 177 of the Companies Act, 2013, and the applicable rules of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of the SEBI (LODR) Regulation, 2015, the Company has duly constituted Audit Committee. It is noteworthy that the majority of the Audit Committee members are Independent Directors, each with a robust background in accounting and financial management. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

Furthermore, the Board of Directors has consistently given due consideration to the Audit Committees recommendations. During the year under review, there has been unanimous concurrence with the committees advice, with no instances of non-acceptance by the Board.

Nomination and Remuneration Committee

In terms of the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has properly constituted the Nomination & Remuneration Committee. All members of the said committee are Independent of the Company. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel ("Nomination and Remuneration Policy") which includes the criteria for determining qualifications, positive attributes, remuneration and independence of a director and others as provided under Section 178(3) of Companies Act, 2013. The salient features of the policy are as follows:

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of Baazar Style Retail Limited, formulated and approved by the Board of Directors, is guided by the principles and objectives outlined in the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy aims to ensure the reasonableness and sufficiency of remuneration to attract, retain, and motivate competent resources while maintaining a clear relationship between remuneration and performance.

The objectives of the Nomination and Remuneration policy is to include formulating criteria for determining qualifications and independence of directors, evaluating performance, identifying suitable candidates for key positions, recommending appointments and removals, and ensuring diversity and appropriate remuneration levels.

Key definitions within the policy include those of the Board, Director, Nomination and Remuneration Committee, Independent Director, Key Managerial Personnel (kmp), and Senior Management Personnel (SMP). It specifies the applicability to directors (executive and non-executive), KMP, and SMP.

The Nomination and Remuneration Committee is responsible for recommending appointments based on ethical standards, qualifications, and expertise. Additional criteria apply to the appointment of Independent Directors, including adherence to specific provisions of the Companies Act, 2013.

Terms and tenure for Executive Chairman/Whole-time Director and Independent Directors are outlined, along with provisions for their re-appointment. The policy also addresses removal criteria and evaluation of directors performance, emphasising adherence to corporate governance practices.

Board diversity is encouraged, aiming for a combination of directors from various fields. Remuneration, determined by the NR Committee, should be reasonable, motivate personnel, and align with performance benchmarks. It outlines criteria for remuneration of Executive Chairman/Whole-time Director, Non-executive Directors, and KMP/SMP.

Provisions for the Chairperson of the Nomination and renumeration as Committee, frequency of meetings, members interests, secretarys role, voting procedures, adoption, changes, and disclosure of information are detailed. The dissemination of the policy to directors, its inclusion in the annual report, and penalties for non-adherence are also specified. The policy ensures compliance with statutory provisions and allows for subsequent amendments as required.

Further, affirmed that the remunerations of the KMPs, SMPs and sitting fees of Independent Directors, are as per the Appointment & Remuneration Policy of the Company.

The Companys Appointment & Remuneration Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of Companies Act, 2013 has been placed on the website of the Company at the https:// stylebaazar.in/wp-content/uploads/2024/06/Policy- on-No mi nation-Rem un era tion-of-Pi rectors-Key- Managerial-Person nel-a nd-Senior-M anagement- Personnel.pdf

Vigil Mechanism for the Directors and Employees

In terms of the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR Regulations, the Board has, on the recommendation of the Audit Committee framed a "Whistle Blower Policy/vigil Mechanism" that provides a formal mechanism for Directors and all employees of the Company to approach the Vigilance and Ethics Officer and Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Whistle Blower Policy/ Vigil Mechanism is an extension of the Code of Conduct for Directors and Senior Management Executives adopted by the Company, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event when he becomes aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames as prescribed in the policy.

Under the Policy, each employee of the Company has an assured access to the Vigilance and Ethics Officer and Chairman of the Audit Committee. The said Policy is disclosed on the website of the Company at https:// stylebaazar.in/wp-content/uploads/2024/03/whistle- Blower-Policy.pdf under the Investor section. During the year under review, neither any employee was denied access to the Chairman of the Audit Committee nor any complaint was received by the Vigilance and Ethics Officer in respect of the violations of the Companys Code of Conduct.

Corporate Social Responsibility (CSR) Committee

Our CSR philosophy transcends traditional philanthropy, aiming to make a profound impact on society. We focus our efforts on community development, thereby contributing to the nations growth. By collaborating with various agencies, we drive initiatives that reach every corner of the country.

In terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the company has properly constituted the CSR Committee. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The salient features of the CSR policy and the disclosures on CSR activities undertaken by the Company as per Companies (corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is appended to the Directors Report forming part of this Annual Report and annexed as "Annexure-1".

The Website of the Company has a separate section on CSR under the sustainability tab displaying comprehensive information of Corporate Social Responsibility ("CSR") Activities and the "CSR Policy" of the Company is also available on Companys website at https://stylebaazar.in/wp-content/uploads/2024/06/ Policy-on-Corporate-Social-Responsibility.pdf

Risk Management Committee

In terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the company has duly constituted Risk Management Committee. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Risk Management Policy

The Board has, on the recommendation of the Risk Management Committee, framed a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks viz-a-viz Intense Competition, Liquidity &. Cash Management, Legal & Regulatory, Information S, Cyber Security that are associated with the business model including in which the Company operates coupled with the disciplined risk monitoring, measurement, continuous risk assessment and mitigtion measures.

A combination of policies and processes as outlined above adequately addresses the various risks associated with the Companys business. There is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

The Risk Management Policy of the Company is available on Companys website at https://stylebaazar.in/wp-content/uploads/2024/06/ Policy-on-Risk-Management.pdf

Stakeholders Relationship Committee

In terms of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has duly constituted Stakeholders Relationship Committee. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The Stakeholders Relationship Committee oversees redressal of complaints and grievances of the shareholders/investors and quarterly Reconciliation of Share Capital Audit Report as well as compliance with other relevant guidelines of Securities and Exchange Board of India (SEBl).

Initial Public Offer ("IPO") Committee

The IPO Committee, formed by a Board resolution on February 04, 2024, is a sub-committee tasked with managing the Initial Public Offering process. Its main duties include completing legal, statutory, and procedural formalities, appointing intermediaries, and filing necessary documents with SEBI, stock exchanges, and the Registrar of Companies, West Bengal. Details on the committees composition, terms of reference, members, chairman, and meetings are provided in the Corporate Governance Report.

Committee of Directors

The Board of Directors has delegated some powers to the Committee of Directors from time to time. The Committee of Directors is a sub-committee formed by the Board of Directors within a company to manage specific duties and responsibilities, allowing the board to focus on broader strategic issues. This committee is constituted under Section 179 of the Companies Act, 2013, which grants the Board of Directors the authority to delegate certain powers to smaller groups within the board for efficient management and decisionmaking. The primary purpose of the Committee of Directors is to approve borrowing, investments within the limit approved by the board of directors, and other significant corporate actions and activities. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The Company guidelines relating to Board Meetings are applicable to Committees meetings as far as practicable. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before Board Meetings for noting.

Statement on Annual Evaluation of Directors and Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an annual evaluation of Board as a whole, as well as the evaluation of the working of committees of the Board and Individual Directors, including Chairman of the Board in the meeting of the Board held on May 14,2025. Further, the performance evaluation of the Board as a whole, the Non-Independent Directors and the Chairman of the Board was carried out by the Independent Directors in their separate meeting held on March 29,2025, for the Financial Year 2024-25. A brief disclosure regarding their attendance in the meeting is disclosed in the Corporate Governance Report forming part of this Annual Report on page no 159. This exercise was carried out in accordance with the Policy framed by the Company within the framework of applicable laws.

While evaluating the performance and effectiveness of the Board, various aspects of the Boards functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to the Companys long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. Committees performance was evaluated based on their effectiveness in carrying out respective mandates. A separate exercise was carried out to evaluate the performance of Independent Directors and the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgement, safeguarding the interest of the Company and focus on creation of shareholders value, ability to guide the Company in key matters, attendance at meetings, etc.

The Non-Executive Directors were evaluated on parameters such as strategy implementation, leadership skills and Board was evaluated on parameter such as quality, quantity, and timeliness of the information flow to the Board, etc by the Independent Directors.

The company opted for a questionnaire method for this evaluation. The questionnaire was designed to capture detailed feedback on various aspects of performance and governance. The responses were then analysed to derive the insights and placed before the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the financial year ended March 31, 2025, the Board of Directors hereby confirms that:

a. in preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profits or loss of the Company for the year ended on that date;

c. proper and sufficient care was taken for the 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.

d. the annual accounts of the Company have been prepared on a going concern basis.

e. 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

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has aligned its systems of internal financial control in line with the globally accepted risk-based framework which meets the requirements of the Companies Act, 2013. Moreover, the Company has an effective internal control and risk mitigation system, which is constantly assessed based on the essential components of Internal Controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India and strengthened with new/ revised standard operating procedures.

The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and in safeguarding of assets. Assurance to the Board on the effectiveness of internal financial controls is obtained through three Lines of Defence which includes:

(a) Management reviews and control self-assessment.

(b) Continuous controls monitoring by functional experts; and

(c) Independent design and operational testing by the Internal Audit function.

The Internal Control framework aims to enhance transparency and accountability in the organisations processes for designing and implementing internal controls. This framework mandates the identification and analysis of risks, followed by the management of appropriate responses. The Company has successfully established this framework and ensured its effectiveness.

The Companys internal controls are tailored to its size and operational nature, providing reasonable assurance regarding the recording and provision of reliable financial and operational information, compliance with applicable laws, safeguarding assets from unauthorised use, executing transactions with proper authorisation, and adherence to corporate policies. Additionally, the Company has a well-defined delegation of authority, with limits commensurate with responsibilities, for approving engagements with stakeholders that involve committing organisational resources and result in the creation of assets, liabilities, income, and expenditure. The Companys management assessed the effectiveness of the Companys internal control over financial reporting as defined in Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as of March 31, 2025.

The Companys ERP Systems enable it to exercise effective business and financials control. The ERP software, Ginesys, addresses multiple aspects ranging from setting up of new stores to managing day-to- day operations along with procurement, sales, and inventory. This system enables prompt identification and response to changes in customer preferences by adjusting products available, brands carried, stock levels and pricing in each of the stores and effectively monitor and manage the performance of each of the stores.

Internal Audit is carried out by M/s Ernst & Young LLP (e&y), an Independent Internal Auditor and periodically covers all areas of business. The audit scope, methodology to be used, reporting framework or internal audit plan, is defined by the Audit Committee of the Board of Directors in consultation with Internal Auditor each year. The Internal Auditor evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, policies, and accounting procedures of the Company. The Internal Audit also evaluates various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective. Significant audit observations along with reports submitted by the management and corrective actions thereon are placed before the Audit Committee of the Board. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

M/s Singhi & Co. Chartered Accountants, the statutory auditors of the Company, have audited the financial statements included in this Annual Report and have issued an attestation report on the Companys internal control over financial reporting as defined in Section 143 of the Companies Act, 2013.

Based on its evaluation as defined in Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place adequate internal financial controls with reference to the financial statements, commensurate with the size and scale of operations of the Company and operating effectively. During the year under review, such controls were tested and no reportable material weaknesses in the design and operations were observed.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

As per the provisions of Section 177 of the Act and the Rules made thereunder read with Regulation 23 of SEBILODR Regulations, the Company has obtained the necessary prior approval of the Audit Committee for all the related party transactions ("RPT"). Prior omnibus approval is obtained for RPTs that are repetitive in nature and/or conducted in the ordinary course of business and at arms length. Further, there were no material related party transactions with Related Party during the financial year 2024-25. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, they synchronise and synergise with the Companys operations. All the transactions entered into with related parties as defined under the Act and SEBI LODR Regulations during the financial year ended March 31, 2025, were in the ordinary course of business and on arms length basis.

The Company has also undertaken an independent third-party review of its related party transactions, conducted by M/s J.K.V.S S, Co., Chartered Accountants, a reputed accounting firm. This review assesses whether these transactions were executed at arms length, ensuring that they were conducted under the assumption that all parties were unrelated and independent. Additionally, the review includes a benchmarking analysis, comparing the terms of related party transactions against established industry standards to affirm their fairness. The findings, along with a certificate confirming that the transactions are in the ordinary course of business and undertaken at arms length, have been presented to the Audit Committee on periodic basis. This thorough assessment underscores the Companys commitment to transparency and compliance with best practices in corporate governance.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

The Particulars of Related Party Transactions according to the provisions of Section 188 of the Act for the financial year 2024-25 is disclosed in Note No. 38 of the Standalone Financial Statements of the Company. The Company has adopted a Policy on Related Party Transactions in accordance with the provisions of the Act and SEBI LODR Regulations, as amended, from time to time. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and related parties. The Policy on Related Party Transactions is available on the website of the Company and can be accessed at: https://stylebaazar.in/wp-content/ uploads/2024/02/Policy-on-Materiality-of-Related- Party-Transactions-and-on-Dealing-with-Related- Party-Transactions.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186(3) of the Companies Act, 2013 pertaining to loans, guarantees and investments activities are not applicable to the Company as the company has invested in and provided loans to its Wholly Owned Subsidiary (wos) only. During the year under review, the particulars of loans, securities, guarantees, and investments given or made to its WOS were utilised for the intended purposes. The details of these transactions have been furnished in Note No. 6 & 7 to the standalone financial statements.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(l2) of the Act and Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as an Annexure -II to this Annual Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 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 forming part of this 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 and any Member, interested in obtaining a copy of the same, may write to the Company at secretariaipstylebaazar.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the particulars as required in respect of conservation of energy and technology absorption and foreign exchange earnings and outgo are given below:

A. CONSERVATION OF ENERGY:

1: Steps taken or impact on conservation of energy:

The Company is not engaged in any manufacturing or processing activity. Further, your Companys Stores being on lease / license, your Company has limited right to do improvements in the premises. However within the limitations it has with respect to the premises, ensures the fit-out of the stores are done with sustainable material and with minimum carbon footprint. It, at the same time, makes every effort to minimise the power consumption and air-conditioning. Your Company recognises the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environment friendly and energy efficient manner.

2. Steps taken by the Company for utilising alternate sources of energy:

The Company as a matter of policy has a regular and ongoing programme for investments in energy saving devices, optimum use of air conditioner at the stores to reduce the electricity consumption, replacement of single use plastic carry bags with recyclable material bags at the stores.

3. Capital investment on energy conservation equipment:

In line with the companys commitment to sustainable development and energy efficiency, the Company has made significant capital investments in energy conservation equipment during the financial year. These initiatives are aimed at reducing our carbon footprint, optimising energy usage, and aligning with national and global environmental standards. The key investments include:

a. Inverter Air Conditioners (ACs):

The Company has replaced conventional air conditioning systems with energy- efficient inverter ACs across its facilities. These systems adjust compressor speed based on cooling demand, resulting in substantial energy savings and improved operational efficiency. Total Capital investment during the Financial year 2024-25 is 525.87 lakhs.

b. Inverter Backup Systems:

To ensure uninterrupted power supply while minimising energy consumption, inverter-based backup systems have been installed. These systems offer higher efficiency and lower energy losses compared to traditional UPS systems. Total Capital investment during the Financial year 2024-25 is 533.76 lakhs.

c. CPCB IV+ Compliant Equipment:

In compliance with the latest Central Pollution Control Board (CPCB) norms, the Company has upgraded its power generation and backup systems to CPCB IV+ standards. This investment not only enhances fuel efficiency but also significantly reduces emissions, contributing to a cleaner environment. Total Capital investment during the Financial year 2024-25 is 5443.45 lakhs.

d. LED Energy-Saving Lighting:

The Company has undertaken a comprehensive replacement of conventional lighting with LED-based energy-saving lights across all operational areas. This transition has led to a marked reduction in electricity consumption and maintenance costs. Total Capital investment during the Financial year 2024-25 is 5 11.78 lakhs.

These initiatives reflect our proactive approach toward environmental stewardship and operational excellence. The capital expenditure incurred on the above energy conservation measures is expected to yield long-term benefits in terms of cost savings, regulatory compliance, and environmental sustainability.

The above capital investment on invertors and its electricals, being the energy conservation equipment helped the company to curb down dependency on fossil fuel, hence lead to reduction of carbon footprint. Further, initiative is being taken to implement and installation of such devices in all stores across various state.

B) TECHNOLOGY ABSORPTION:

i) Efforts made towards technology absorption:

Currently, the Companys warehouse is enabled with Warehouse Management System (WMS) supported by Miebach, Supply Mint for controlling of Purchase Order-Advance Shipment Note (PO-ASN) module business cycle, Auto Replenishment System (ARS) for order generation with sales at Front End in

synchronising of Minimum Buying Quantity (mbq) at stores, Tableau Business Analytics Module etc.

Further, keeping in view the requirements of SEBI (PIT) Regulation, the Company has implementation of Structured Digital Database (SDD) using software solutions. The company has also, in line with its growing needs and to lower paper consumption, thereby reducing its carbon footprint, has shifted towards digital preparation of all its meetings including agendas, notes and other documents. Furthermore, the Company has implementation of enterprise-wide compliance management solutions to be able to track all kinds of compliance requirements and adherence to the same on a timely basis.

ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

WMS enabled transparency and traceability of stocks at warehouse which leads to more accuracy in inventory and helps to enhance the productivity of warehouse operation by reduction in and control of cost. Further, Tableau Business Analytics Module helped the Company to make accurate decision making with respect to Purchase, comparison and identifying stock category (sku) at store level and warehouse level, thus process improvement, smooth supply chain management and reduction of costs.

As part of our ongoing digital transformation journey, the company and its management are actively considering the implementation of a comprehensive tech stack roadmap aimed at enhancing operational efficiency and user experience across key business functions. For the Core ERP, SAP - Rise with S/4HANA has been proposed and is currently undergoing implementation phase. This solution is expected to significantly improve operational workflows and deliver a modern, user-friendly interface. World-class ERP software further streamlining the ERP functionality in line with the industrys best practices.

For Warehouse Management, Infor has been shortlisted and is presently in the System integration Testing (sit) phase. It is anticipated to enhance inventory control, increase productivity, and offer a more intuitive user experience. In the domain of Planning, the company has recently implemented Onebeat from Goldratt Consulting, which is in the testing phase. This tool is expected to automate planning processes, reduce manual errors, and streamline allocation and replenishment activities.

For Business Intelligence and Dashboards, DOMO is in the process of implementation. It promises to provide a centralised data source, unified dashboards, reduced manual reporting, and support for data-driven decision-making. These initiatives reflect the companys strategic intent to modernise its technology landscape and drive long-term operational excellence.

iii) Information regarding imported technology (imported during last three years)- NIL

iv) The expenditure incurred on research or development - NIL

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there is no foreign exchange earnings and out go.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulators or Courts or Tribunals which can have an impact on the going concern status and the Companys operations in future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

DISCLOSURE UNDER SEXUAL HARRASSEMENT OF WOMEN AT WORKPALCE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has duly constituted a policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition 8, Redressal) Act, 2013. Internal Complaints Committee is in place to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The disclosures for the period under review as per the Policy on Prevention of Sexual Harassment of Women at Workplace of the Company and The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 are as follows:

1. Number of complaints of sexual harassment received during the year: NIL

2. Number of complaints disposed-off during the year: NIL

3. Number of cases pending for more than ninety days: NIL

4. Number of workshops on awareness programme against sexual harassment carried out:

At Head office Kolkata	2
At various Store	166

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company is committed to supporting our employees through all stages of life, including parenthood. We are proud to adhere to the provisions of the Maternity Benefit Act, 1961, as amended in 2017. This ensures that our female employees receive pre and post maternity leave and other facilities as per the Maternity Benefit Act, 1961. Additionally, we offer flexible work-from-home options post-maternity leave, based on mutual agreement. We ensure that all employees are well-informed about their maternity benefits through mandatory written and electronic communication at the time of joining and also through HR leave policy. Our commitment to these standards reflects our dedication to creating a supportive and inclusive workplace for all.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the guidelines of Secretarial Standard-1 (Board Meetings) and Secretarial Standard-2 (General Meetings) issued by the Institute of Company Secretaries of India (iCSl) and approved as such by the Central Government pursuant to Section 118(l0) of the Act were adhered to while conducting the respective Meetings.

COST RECORDS

The Company is not required to maintain cost records in terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

AUDITORS & AUDITORS REPORT

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Singhi S, Co. Chartered Accountants (FRN No. 302049E) were re-appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 10^th Annual General Meeting held on August 25, 2023 until the conclusion of 15^th Annual General Meeting of the Company to be held in the calendar year 2028 on such remuneration as may be decided by the Board of Directors.

M/s Singhi & Co. Chartered Accountants have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Company has adopted the best practices for fraud prevention, and it follows confidential, anonymous reporting about fraud or abuse to the appropriate responsible officials of the Company. No fraud in or by the Company has been reported by the Statutory Auditors under Section 143(l2) of the Companies Act, 2013.

The observation of the Statutory Auditors in their report read with relevant notes to the accounts are self- explanatory and therefore does not require any further explanations. The Auditors Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

Secretarial Auditor

CS Shruti Singhania, Practicing Company Secretary (FCS no. 11752/C.P. No. 18028) has been appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the FY 2024-25, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit report as received from CS Shruti Singhania in the Prescribed Form No. MR-3 is enclosed herewith as Annexure-lll to the Boards Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and the observation made by the Secretarial Auditor is self-explanatory in nature and requires no further clarification. An Annual Secretarial Compliance report as per Securities and Exchange Board of India circular dated 8^th February, 2019 and as amended vide NSE circular dated 16^th March, 2023 and 10^th April, 2023 is also attached as Annexure-IV as an additional disclosure.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act and based on recommendation of the Audit Committee, the Board at its meeting held on August 1,2025 has approved the appointment of M/s. S.K. Joshi & Associates, Company Secretaries, (Firm Registration No. P2008RJ064900) (Peer Review Certificate No: 1659/2022) as the Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing 12^th Annual General Meeting of the Company.

Internal Auditor

The Board of Directors of your Company has appointed M/s. Ernst & Young LLP (e&y) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2024-25. The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with the provisions of Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has presented its Business Responsibility and Sustainability Report (BRSR) as a distinct section forming part of this Annual Report annexed as Annexure - V. This report outlines the Companys initiatives and performance from an environmental, social, and governance (ESG) perspective in accordance with National Guidelines for responsible business conduct (NGRBC) issued by Ministry of Corporate Affairs (MCA) and in the format as prescribed by SEBI.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of corporate governance and ethical conduct. In accordance with the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance forms an integral part of this Annual Report is annexed as Annexure - VI. This report outlines the Companys governance framework, board structure, committee composition, and disclosures that reflect our commitment to transparency, accountability, and stakeholders value creation. Other disclosures required to be made under the Listing Regulations, the Act and the Rules made thereunder, have been included in the Corporate Governance Report and / or the Financial Statements for the financial year ended March 31,2025, to avoid repetition in this Boards Report.

DEPOSITORY SYSTEM

The Company has International Securities Identification Number (iSIN): INE01FR01028 and facilitate to hold its securities in Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and has MUFG Intime India Pvt. Ltd. (formerly M/s. Link Intime India Pvt. Ltd.) as the Registrar and Share Transfer Agents. As on March, 2025 and as on date all equity shares of the company are in dematerialised form.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and other relevant provisions, the Annual Return of the Company in Form MGT-7 is available on the Companys website at https://stylebaazar.in/wp-content/uploads/2025/08/ Draft-MGT-7.pdf.

INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no application has been filed against the Company and no proceeding is pendinq under the Insolvency and Bankruptcy Code, 2016.

VALUATION

The requirement to disclose the details of difference between 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 along with the reasons thereof is not applicable.

CREDIT RATING

CRISIL Rating Limited (formerly Credit Rating Information Service of India Limited) has reaffirmed the Companys rating as long-term rating outlook of CRISIL A-/Stable assigned for bank loan facility of E 171.03 Crores (Enhanced from E 127.03 Crores).

GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 read with the Companies (Accounts) Rules, 2014 and other applicable provisions and rules, if any, of the Companies Act 2013, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your directors also wish to thank its customers, dealers, agents, suppliers, investors, government authorities and bankers for their continued support and faith reposed in the Company.

	For and on behalf of the Board of Directors
	Baazar Style Retail Limited
	(Formerly Baazar Style Retail Private Limited)
	Pradeep Kumar Agarwal
	Chairman
	DIN: 02195697
	Shreyans Surana
Date: August 1,2025	Managing Director
Place: Kolkata	DIN: 02559280