Davin Sons Retail Ltd Directors Report

Your directors have pleasure in presenting the 03rd Directors Report on the business and operations of Davin Sons Retail Limited (The Company) together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended March 31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following financial performance, for the year ended March 31, 2025:

PARTICULARS	Period Ended 31.03.2025	Period Ended 31.03.2024
Revenue from the operations for the year	1352.7	1339.16
Other Income	6.41	-
Total Income	1359.12	1339.16
Total Expenditure	1134.82	1,118.69
Profit before exceptional and extraordinary items and tax	224.29	220.47
Less: Provision for Taxation Current Tax Deferred Tax	58.32	57.32
Excess/short provision relating to earlier year tax	-0.28	-0.90
Profit after Taxation	166.26	164.05

2. SUMMARY OF OPERATIONS

The total revenue of our Company for the Financial Year (FY) 2024-25 was Rs. 1359.12/- Lakhs as against Rs. 1339.16/- Lakhs in the previous financial year (FY 2023-24).

During the year under review, the Company has earned Net Profit after tax to the tune of Rs. - 166.26/- Lakhs as against Net profit after tax of Rs. 164.05/- Lakhs for the corresponding previous financial year.

3. STATE OF AFFAIRS

The Company is engaged in the business of:

• FMCG

• Readymade Garments

There has been no change in the business of the Company during the financial year ended March 31,2025.

4. SHARE CAPITAL

During the year under review, there has no change in the Authorized Capital structure of the Company.

During the year under review, there has change in the Paid-Up Capital structure of the Company.

The paid-up capital of the Company has increased from INR 3,66,67,920 /- (Indian Rupees Three Crore Sixty Six Lakhs Sixty Seven Thousand Nine Hundred Twenty) divided into 36,66,792 (Thirty Six Lakh Sixty Six Thousand Seven Hundred Ninty Two Only) Equity Shares of INR 10/- (Indian Rupees Hundred Only) each to INR 5,26,27,920 /- (Indian Rupees Five Crore Twenty Six Lakh Twenty Seven Thousand Nine Hundred twenty) divided into 52,62,792 (Fifty Two Lakh Sixty two Thousand Seven Hundred Ninty Two Only) Equity Shares of INR 10/- (Indian Rupees Hundred Only) each.

5. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The Board of Directors of your company, has proposed not to transfer any amount to the Reserves for the year under review.

6. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

7. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company is not required to prepare Form AOC 1 pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, as the Company doesnt have any subsidiary, Associate or Joint Venture.

8. CONSOLIDATED FINANCIAL STATEMENT

The Company does not have any Subsidiary company, Associate Company and Joint Venture Company hence company is not required to prepare Consolidated Financial Statement.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

10. REVISION OF FINANCIAL STATEMENT, IF ANY

There was no revision in the financial statements of the Company

11. INTERNAL FINANCIAL CONTROL

The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level. The Board submits that there is adequacy of internal financial controls with reference to the financial statements.

(a) CHANGE IN DIRECTORS

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. There have no changes in the directors of the Company in last year.

The Strength of the Board of Directors as of 31st March 2025 is Five (5) Directors as follows.

Sr. No Name of the Directors	Designation	DIN	Date of Appointment	Date of Cessation
1 Mr. Mohit Arora	Managing Director	7231072	08.02.2022	-
2 Ms. Sonam Arora	Director	10163260	15.05.2023	-
3 Ms. Saloni Mehra	Independent Director	10062907	25.04.2023	-
4 Mr. Nohit Arora	Whole Time Director	9424503	30.11.2023	-
5 Ms. Sapna	Independent Director	10294154	30.11.2023	-

(B) DETAILS OF KEY MANAGERIAL PERSONNEL -

Sr. No Name of the Directors	Designation	Date of Appointment	Date of Cessation
1 Mr. Mohit Arora	Managing Director	08.02.2022	-
2 Mrs. Shruti Khanna	CFO	11.10.2024	-
3 Ms. Kavita Wadhwa	Company Secretary	06.06.2023	-
4 Mr. Chander Prakash	CFO	22.06.2023	10.10.2024

a) Board Meetings held during the year are as below:

Total 12 Board Meetings were held during the financial year ended 31 st March 2025. The maximum gap between any two Board Meetings was less than one 120 days. The names of members of the Board, their attendance at the Board Meetings is as under:

Sr. No. Date of Meeting	Total Number of Director Present
1 06.05.2024	3
2 06.06.2024	3
3 01.08.2024	3
4 04.09.2024	3
5 11.10.2024	5
6 14.10.2024	3
7 04.11.2024	3
8 20.12.2024	3
9 01.01.2025	3
10 07.01.2025	3
11 08.01.2025	5
12 31.03.2025	5

 

Type of Meeting	Date of meeting	Total Number of Members entitled to attend the meeting	Attendance
			Number
% of total shareholding
Extraordinary General Meeting 28.06.2024 7 7	100
Annual General Meeting 30.09.2024 7 7	100

14. COMMITTEES OF THE BOARD

Our Board of Directors presently has three (3) committees which have been constituted in accordance with the relevant provisions of the Companies Act and SEBI LODR Regulations: (i) Audit Committee, (ii) Stakeholders Relationship Committee and (iii) Nomination and Remuneration Committee.

Audit Committee:

During the Financial Year under review 04 (Four) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

• 06th May, 2024

• 01st August, 2024

• 12th October, 2024

• 31st March, 2024

Stakeholders Relationship Committee:

During the Financial Year under review 02 (Two) meetings of the Stakeholders Committee were convened and held. The dates on which the said meetings were held:

• 20th November, 2024

• 11th December, 2024

Nomination and Remuneration Committee:

During the Financial Year under review 01 (One) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held:

11th October, 2024

15. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s Sharma Sharma & Co Chartered Accountants have been appointed as Auditors for a term of five years from the conclusion of the 1 st Annual General Meeting till the conclusion of the 6th Annual General Meeting.

16. COST AUDITOR AND COST RECORDS

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the company.

17. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s Priya Binani & Associates., Company Secretaries, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as Annexure - I of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Pursuant to the provisions of Section 143(12) of the Act, the Secretarial Auditor has not reported any incidence of fraud during the year.

Further, pursuant to amended Regulation 24A of Listing Regulations, and subject to the approval of the Members being sought in the ensuing AGM, the Board of Directors has appointed M/s Priya Binani & Associates, (Firm Reg. No. S2023RJ919600) as Secretarial Auditors to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years commencing from 01 April, 2025, till 31 March, 2030. M/s Priya Binani & Associates, Company Secretaries have confirmed that they are not disqualified to be appointed as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of the Company.

18. INTERNAL AUDITOR

The Board of Directors of your Company had appointed M/s N.K. Mittal & Associates., Chartered Accountant, as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2025-2026 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors

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

20. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR UNDER SUB SECTION 12 OF SEC6TION 143

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2024-2025.

21. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

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

During the year under review, there has been no such significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

23. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "ANNEXURE II" and form part of this Report.

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or Rs. 1.02 crore or above per annum.

24. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

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

26. WEBSITE OF THE COMPANY

Company maintains a website http://www.davinsonsretail.com/ where detailed information of the Company and specified details in terms of the Companies Act, 2013

27. EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year 2024-25, will be placed on the Companies website i.e. http://www.davinsonsretail.com/The same can be accessed by the members and stakeholders post filling of the same with concerned Registrar of Companies.

28. DEPOSITS

Your Company neither accepted nor renewed any deposits from public in the terms of section 73 to 76 of the Companies Act 2013, read with the companies (Acceptance of Deposits) Rules 2014, covered under Chapter V of the Companies Act, 2013 during the year under review.

29. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declaration to the Company under Section 149(7) of the Companies Act, 2013, they meet the criteria of independence as provided in the Subsection 6 of Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the Board, The Independent Directors of the Company possess necessary expertise, integrity and experience.

30. PARTICULARS OF REMUNERATION

The Company has paid INR 23,86,900/- (Rupees Twenty-Three Lakh Eighty-Six Thousand Nine Hundred Only) as Directors Remuneration to the Directors.

The details are mentioned below:

Sr. No. Name of Director	Designation	Gross salary
1 Mr. Mohit Arora	Managing Director	1,617,200.00
2 Mr. Nohit Arora	Whole Time Director	769,700.00
Total		2,386,900.00

31. RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure-III to this Report. All transactions entered with Related Parties for the year under review where on arms length basis and in the ordinary course of business.

32. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

33. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information pertaining to conservation of energy and technology absorption, as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable as furnished in Annexure.

The details of conservation of energy, technology absorption are as follows:

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

35. FOREIGN EXCHANGE EARNINGS AND OUTGO

The company had a total foreign exchange earnings and outgo as provided below during the year ended 31st, March 2025:

Foreign Exchange Earnings	0
Foreign Exchange Outgo	0

37. SAFE & CONDUCIVE WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year under review.

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow

a. Number of complaints of Sexual Harassment received in the Year	DAVINS RET 0
DNS ui i in
b. Number of complaints of Sexual Harassment received in the Year	0
c. Number of cases pending for more than ninety days	0

40. MATERIAL CHANGES AND COMMITMENTS

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

41. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review has been annexed as ‘Annexure - IV to the Directors Report.

42. MATERNITY BENEFIT

During the under review, the Company has complied the provisions of the Maternity Benefit Act, 1961, for the financial year 2024-25. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

43. GENERAL

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

1. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

2. The Company has no subsidiary and neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

44. SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India under section 118(10) of the Companies Act,2013.

As Company got listed on BSE SME Platform on 09.01.2025.

• MD/CFO Certification (Under regulation 17(8) of SEBI (LODR) Regulations, 2015),

• Certificate of Compliance With The Code Of Conduct Policy [Regulation 34(3) read with Schedule V (Part D) of the SEBI (LODR) Regulations, 2015,

• Certificate on Non-Disqualification of Directors (Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015) - are not applicable for SME IPO.

46. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

1. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

2. 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 your Company as at March 31, 2025 and of the profit of the Company for the Financial Year ended March 31, 2025;

3. proper and sufficient care has been 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;

4. the annual accounts have been prepared on a ‘going concern basis;

5. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

47. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS OF THE COMPANY

^ The observations made in Statutory Auditors Report given by M/s. SharmaSharma & Co., Chartered Accountants are self-explanatory and do not contain any reservation, qualification or adverse remarks. Therefore, needs no further clarification/ explanations as required under Section 134 of the Companies Act, 2013. The Statutory Audit report is attached with the Financial Statement and forms part of this report.

^ The observations made in Secretarial Auditors Report given by M/s Priya Binani & Associates, Company Secretaries (COP No. 24562). are self-explanatory and do not contain any reservation, qualification or adverse remarks. Therefore, needs no further clarification/ explanations as required under Section 134 of the Companies Act, 2013. The same is annexed to this Annual Report as ANNEXURE - I

48. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, employees, banks, Government authorities, vendors and members during the year under review.

Sd/- Sd/-

Nohit Arora Whole Time Director (DIN: 09424503)

ENCLOSURES:

Date: 05.09.2025 Place: Delhi

Mohit Arora Managing Director (DIN 07231072)

ANNEXURE I : Secretarial Auditor Report -MR-3

ANNEXURE II : Statement of Particulars as per Rule 5 (1) of the Companies

ANNEXURE III : Particulars of prescribed contracts / arrangements with related parties in Form AOC2

ANNEXURE IV : Management Discussion and Analysis Report