JHS Svendgaard Laboratories Ltd Directors Report

DEAR MEMBERS,

The Board of Directors hereby presents the report of the business and operations of your Company ("the Company" or "JHS"), along with the Audited Financial Statements (standalone and consolidated), for the financial year ended March 31, 2025.

FINANCIAL REVIEW/RESULTS

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards ("Ind AS") for the financial year ended March 31, 2025 are as under:

(Rs. in lakhs)

REVIEW OF OPERATIONS/STATEMENT OF AFFAIRS

The Company generated the revenue from operations during the financial year ended 31^st March 2025 amounted to I NR 9,199 Lakhs higher by 23% over the previous year revenue from operations of I NR 7,079 Lakhs.

A detailed note on Performance Review is given under Management Discussion and Analysis Report.

Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013 (the Act), Listing Regulations and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors Report thereon forms part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary company is attached to the Financial Statement in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the Company and its subsidiary company. The same can be accessed on th e website of the Com pa ny i. e. www.svendgaard.com/ .

The details of same can be accessed at www.ihsretail.com

In accordance with the provisions of section 92(3) of the Act, and Rule 12 of the Companies (Management and Administration) Rules, 2014, and 134 (3) (a) of the Companies Act, 2013, The annual return for FY-2025, is uploaded on the Companys website and can be accessed at. www.svendgaard.com/annual reports .

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 (Act), the current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors can be accessed at the website of the Company at www.svendgaard.com/policy .

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at www.svendgaard.com/investors/policy .

The particulars of transactions entered with the Related Party refer in section 188(1) and applicable rules of the Act have been given in the Annexure 3 to their report in Form AOC-2. All contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arms length basis.

Also, the Company has disclosed all related party transactions in relevant Note 41 to the Standalone Financial Statements for the financial year 2024-25.

TRANSFER TO RESERVES

During the financial year under review, the Board of the Company has not proposed to transfer any amount from the profit and loss account to the reserves of the Company.

DIVIDEND

Considering the future plans and business requirements of the Company, your Board is compelled to not recommend any dividend for the last financial year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Save as otherwise disclosed in this report, there are no material changes and commitments 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.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - 4 and is attached to this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

JHS is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing basis. Audit Committee is also taking care for critical risks on yearly basis.

The Company has also formulated the Risk Management Policy through which the Company has identified various risks like quality risk, industry and competition risk, risk of loss and assets which in the opinion of the Board may threaten the existence of the Company.

Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the Board is responsible for the overall risk management in coordination with Internal Auditor who reports directly to the Board.

In the opinion of the Board there have been no identification of elements of risk that may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the financial years under review, no changes took place in the CSR Policy and Company was not covered under provisions of Section 135 of the Companies Act, 2013 and relevant rules related to Corporate Social Responsibility.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) ("Listing Regulations"), the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

A structured questionnaire, covering various aspects of the functioning of the board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Directors performance, the questionnaire covering various aspects like their profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place.

Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had a separate meeting held on 24^th March, 2025. No Directors other than Independent Directors had attended this meeting. Independent Directors discussed inter-o//o the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it will be determined whether to extend or continue their term of appointment, whenever the respective term expires.

CHANGE IN NATURE OF BUSINESS

During the review under a year, there have been no material changes in the nature of business of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Managements discussion and analysis is set out in this Integrated Annual Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to the Management Discussion & Analysis Report which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors is in accordance with the provisions of section 149 of the Companies Act and Regulation 17 of SEBI(LODR) Regulations 2015, with an optimum combination of Executive director, Non-Executive Director, Independent Director, Independent Women Director.

As on March 31, 2025, the Board of Directors of the Company comprised seven Directors, including two Executive Directors, one Non-Executive and Non-Independent Director, and four Independent Directors (including one Woman Independent Director).

The Directors and Key Managerial personnel (KMP) of the Company as per section 2(51) and 203 of the Companies Act, 2013 as on 31^st March, 2025 are as follows:

Kindly refer Corporate Governance Report for the full details on Directors skills and Integrity.

Pursuant to the provisions of Sections 149, 152, 161 and other applicable provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors appointed Mr. Paramvir Singh (DIN: 00098684), Chief Executive Officer of the Company, as an Additional Director with effect from November 13, 2024. Subsequently, in accordance with

Section 160 of the Act and applicable provisions of the SEBI Listing Regulations, the appointment of Mr. Paramvir Singh as a Director (Executive Category) was approved by the shareholders through Postal Ballot dated February 10, 2025.

Further details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

Induction to the Board

• Re-appointment of Director retiring by rotation

In terms of the provisions of the Companies Act, 2013, Mr. Vinay Mittal (DIN: 08232559), Non-Executive Director, retires at the ensuing AGM and being eligible, seeks reappointment. The necessary resolution for reappointment of Mr. Vinay Mittal forms part of the Notice of the AGM. The profile and particulars of experience, attributes and skills that qualify Mr. Vinay Mittal for Board membership, are disclosed in the said Notice.

• Re-appointment of Managing Director

The Board of Directors, at its meeting held on 01^st July, 2025, has, based on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Nikhil Nanda (DIN: 00051501) as the Managing Director of the Company for a further term of five (5) years with effect from 02^nd July, 2025 to 01^st July, 2030.

The terms and conditions of re-appointment, including remuneration, are in accordance with the provisions of Sections 196, 197, and other applicable provisions of the Companies Act, 2013, read with Schedule V thereto and the rules made thereunder. A resolution seeking approval of the shareholders for the said re-appointment forms part of the Notice of the Annual General Meeting.

• Cessation

As per the terms of his appointment, Mr. Mukul Pathak (DIN: 00051534)), completed his term as an Independent Director on 1st July, 2025 and accordingly, ceased to be an Independent Director and Member of Committees of the Board of Directors of the Company effective 1st July, 2025. The Board of Directors place on record their deep appreciation for the wisdom, knowledge and guidance provided by Mr. Mukul Pathak during his tenure.

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following Committees in order to effectively deliberate its duties under the Act and the Listing Regulations, 2015:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

Details of the Committees in respect of its composition, terms of reference and meetings held during the financial year 2024-25 are provided in the Corporate Governance Report, which forms part of this Annual Report.

DEPOSIT

During the year under review the Company has neither accepted nor renewed any deposit in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

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

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender. The Company has zero tolerance for sexual harassment at workplace. A policy has been adopted in line with the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment. During the year, no complaints pertaining to sexual harassment were received.

Furthermore, the Company got registered in SHE-BOX, the Government of Indias online portal for addressing workplace sexual harassment complaints, thereby strengthening its compliance and grievance redressal framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACT THE GOING CONCERNS STATUS AND THE COMPANYS OPERATIONS IN FUTURE.

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s Dahiya & Associates, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARD

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

CAPITAL STRUCTURE

(a) Share Capital

During the year under review, there has been no change in the authorized share capital of the Company. As on March 31, 2025, the authorized share capital of the Company continues to stand at Rs. 1,01,00,00,000 (Rupees One Hundred One Crores only) comprising 10,10,00,000 (Ten Crores Ten Lakhs) equity shares of Rs. 10/- each, as last increased pursuant to the Composite Scheme of Amalgamation and Arrangement of JHS Svendgaard Retail Ventures Private Limited (Resulting Company), JHS Svendgaard Brands Limited (Transferor Company), and JHS Svendgaard Laboratories Limited (Demerged Company/ Transferee Company) as approved by the Honble National Company Law Tribunal (NCLT) vide its order dated August 10, 2023.

However, there has been a change in the paid-up share capital of the Company during the financial year 2024-25. The Company raised capital by way of:

• Issuance of 72,07,204 (Seventy-Two Lakhs Seven Thousand Two Hundred Four) equity shares to nonpromoters; and

• Issuance of 36,03,602 (Thirty-Six Lakhs Three Thousand Six Hundred Two) fully convertible warrants to both promoters and non-promoters.

*Consequently, the paid-up share capital of the Company as on March 31, 2025, stands increased to Rs. 85,60,39,660 (Rupees Eighty-Five Crores Sixty Lakhs Thirty-Nine Thousand Six Hundred Sixty only) comprising 8,56,03,966 (Eight Crores Fifty-Six Lakhs Three Thousand Nine Hundred Sixty-Six) equity shares of Rs. 10/- each. It is clarified that only the equity shares issued during the year under review have been included in the calculation of the paid-up share capital of the Company as on March 31, 2025.

During the year, the Company also issued 36,03,602 (Thirty-Six Lakhs Three Thousand Six Hundred Two) fully convertible warrants to certain promoters and nonpromoters. These warrants are yet to be converted into equity shares and hence do not form part of the paid-up share capital as of the reporting date.

Further, out of the amount of Rs. 2000 lakhs received against aforesaid issue of shares and Rs. 250 lakhs against the issue of warrants, for the period ended 31^st March 2025, the company has utilized the money for project in Jammu and Kashmir - Rs.71.29 lakhs, General Corporate Purpose - Rs.749.50 lakhs and balance Rs.1429.21 lakhs has been parked in fixed deposits, pending utilization.

The said warrants are convertible into equity shares of the Company within a period of 18 months from the date of their allotment i.e. August 3, 2024 and shall lapse if not converted on or before February 3, 2026.

(b) Employees Stock Option Plan and General Employee Benefits Scheme

During the year, there has been no allotment of employee stock option plan and general employee benefits scheme with affect the company share capital.

VIGIL MECHANISM

As per Regulation 22 of Listing Regulations and Section 177(9) of the Companies Act 2013, the Company has established Vigil Mechanism through which Directors, Employees and Business Associates may report unethical behavior, malpractices, wrongful conduct fraud, and violation of companys code of conduct without any fear of reprisal. Vigil Mechanism is being overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The said Policy provides adequate safeguards against victimization of employees and Directors who express their concerns.

The Company has also provided direct access to the Audit Committee on reporting issues concerning the interests of employees and the Company and no employee was denied access to the Audit Committee. The policy as approved by the Board is uploaded on the Companys website at www.svendgaard.com/policy.