JHS Svendgaard Retail Ventures Ltd Directors Report

Dear Members,

The Board of Directors hereby presents the report of the business and operations of your Company ("the Company" or "RETAIL"), along with the Audited Financial Statements (standalone and consolidated), for the financial year ended March 31, 2026.

1. Financial Highlights

		(Rs. In Lacs.)
Particulars	FY 2025-26	FY 2024-25
Net Sales / Revenue from Operations	1618.50	1614.14
Other Income	578.28	483.78
Total Income	2196.79	2,097.82
Interest & Finance Charges	92.92	101.20
Depreciation	270.62	278.31
Total Expenses	2198.97	2,096.91
Profit/ (Loss) before exceptional items and tax	(2.19)	1.01
Exceptional items	-	-
Profit / (Loss) Before Tax	(2.19)	1.01
Tax Expense:
Current Tax (Provision for Tax)	(21.39)	-
Deferred Tax Asset / (Expense)	40.24	(10.75)
Total Tax Expense / (Income)	18.85	(10.75)
Profit / (Loss) After Tax	(21.03)	11.75

Note: The above figures are extracted from the audited standalone financial statements of the Company as per the Indian Accounting Standards (Ind AS). Equity shares are at par value of 10 per share.

2. State of Companys Affairs

Standalone Financial Statements

During the financial year ended 31 March 2026, the Companys revenue from operations remained largely stable at Rs.1,618.50 lacs as compared to Rs.1,614.14 lacs in the previous financial year. The Companys total income increased to Rs.2,196.79 lacs from Rs.2,097.92 lacs in FY 2024-25, primarily due to an increase in other income.

The Company reported a loss before tax of Rs.2.19 lacs as against a profit before tax of Rs.1.01 lacs in the previous financial year. After considering tax expense, the loss after tax stood at Rs.21.03 lacs as compared to a profit after tax of Rs.11.75 lacs in FY 2024-25.

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

Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, as prepared in compliance with the Companies Act, 2013 (the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015] 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.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, together with all relevant documents, as well as the separate audited financial statements of its subsidiary, are available on the Companys website at www.jhsretail.com.

3. Subsidiaries & Associate Companies

As on 31st March, 2026, Company has 1 (one) subsidiary i.e. PJHS Entertainment Private Limited.

Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 forms part of this Boards Report as Annexure-1.

The statement provides details of the performance, the financial position of the subsidiary and their contribution to the overall performance of the company during the period under report.

The consolidated financial statements presented in this annual report include financial results of the subsidiary company.

Copies of the financial statements of the subsidiary company is available on the website of the Company in the investor section and can be accessed at https://ihsretail.com/subsidiarydocuments/index.html

4. Annual Return

In accordance with the provisions of section 92(3) read with Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return for FY- 2025-26, is hosted on the Companys website and can be accessed at www.ihsretail.com/annual-reports

5. Meetings of Board

During the Financial Year 2025-26, seven (7) meetings of the Board of Directors were held.

The details meeting of Board and its Committees, held during the Financial Year 2025-26 are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

6. Committees of the Board

As on the date of this report, the Board has the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Preferential Issue Committee.

The details with respect to the compositions, powers, roles and terms of reference etc. of relevant statutory Committees of the Board of Directors are given in the Corporate Governance Report which forms a part of this Annual Report.

All the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board and there were no instances of any disagreement between the Committee and Board.

7. Directors Responsibility Statement

Pursuant to the Section 134(5) of the Companies Act, 2013, the Board of Directors to best of its knowledge & ability confirm that:

i. In the preparation of the annual accounts for the Financial Year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made iudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for Financial Year ended 31st March 2026 on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. Details In Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Company has established internal financial controls with reference to the financial statements commensurate with the size, scale and nature of its operations. These controls are designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The effectiveness of the internal financial control framework is reviewed on an ongoing basis through the internal audit function, statutory audit, management reviews and oversight by the Audit Committee. During the financial year, the internal auditors identified certain and opportunities for strengthening operational processes and internal controls. The management has taken note of these observations and has initiated, and where necessary continues to implement, appropriate corrective and preventive actions to strengthen the control environment.

The Board, based on the reports of the internal auditors, statutory auditors and the reviews undertaken by the Audit Committee and the management, is of the view that the Company has an internal financial control framework with reference to the financial statements that is commensurate with its operations and is subject to continuous monitoring and improvement.

The Board remains committed to further strengthening the internal control systems in line with the recommendations arising from the audit and review processes.

9. Declaration of Independent Directors

All Independent Directors have submitted requisite declarations confirming that they:

i. continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) and 25 of the SEBI (LODR) Regulations 2015, and are independent of the management; and

ii. continue to comply with the Code of Conduct laid down under Schedule IV of the Act.

The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or under the order of any such authority. The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs.

During the Financial Year 2025-26, the Company conducted a Familiarisation Programme for the Independent Directors. The programme included presentations by the Senior Management covering the Companys business operations, organizational structure, business model, products, strategic initiatives, financial performance, risk management framework, internal control systems, regulatory compliances, and the responsibilities of Directors under the Companies Act, 2013, the SEBI (LODR) Regulations, 2015, and other applicable laws.

The details of the Familiarisation Programme imparted to the Independent Directors, is available in the Corporate Governance Report forming part of this Annual Report

10. Policy on Directors Appointment and Policy on Remuneration

The Nomination and Remuneration Committee ("NRC") is responsible for identifying and recommending individuals who are qualified to become Directors and who possess the requisite skills, experience, expertise, integrity, and diversity required to effectively contribute to the Board. The Committee considers the Companys strategic objectives, business requirements, and the need for an appropriate balance of skills and competencies on the Board while recommending appointments.

Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Company has adopted a Nomination and Remuneration Policy. The policy aims to maintain an optimum combination of Executive, Non-Executive and Independent Directors, ensuring an appropriate balance between governance and management functions and promoting the independence of the Board.

The Policy, inter alia, lays down the criteria for determining qualifications, positive attributes, expertise, integrity, independence, diversity and other matters relating to the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Policy is available on the Companys website at www.jhsretail.com/ codes-and-policy.

11. Particulars of Remuneration of Directors/ KMP/ Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary, the ratio of remuneration of each Director to the median remuneration of employees, the statement containing the particulars of the top ten employees and other details and other prescribed details, form part of this Boards Report as Annexure-2.

12. Statutory Auditors & Their Report

Statutory Auditors

M/s. PSMG & Associates, Chartered Accountants (Firm Registration No. 008567C) were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years, to hold office from the conclusion of the 16th Annual General Meeting held in year 2023 until the conclusion of the 21st Annual General Meeting to be held in year 2028 in accordance with Section 139 of the Companies Act, 2013 and the applicable rules thereunder.

The Auditors have confirmed that they are peer reviewed Chartered Accountants and hold a valid certificate of peer review issued by the Institute of Chartered Accountants of India.

Report of Statutory Auditors

The Auditors Report issued by M/s. PSMG & Associates, Chartered Accountants (Firm Registration No. 008567C), Statutory Auditors of the Company, on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, forms part of this Annual Report.

The Audit Reports for the financial year under review contain an unmodified opinion and do not contain any qualification, reservation, adverse remark or disclaimer.

Further, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 during the financial year.

During the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

13. Secretarial Auditors & Their Report

Secretarial Auditor

Pursuant to the Regulation 24A of the SEBI (LODR) Regulations, 2015, M/s. Dahiya & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company in 18th Annual General Meeting of the Company for a continuous term of five (5) consecutive financial years, from Financial Year 2025-26 to Financial Year 2029-30.

The Auditors have confirmed that they are peer reviewed company secretaries and hold a valid certificate of peer review issued by the Institute of Company Secretaries of India. They have also confirmed that they are not disqualified and are eligible for the said appointment.

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit of the Company for the financial year 2025-26 was conducted by M/s Dahiya & Associates, a firm of Company Secretaries in Practice. The Secretarial Audit Report for the Financial Year 2025-26, in the prescribed Form MR- 3, is annexed to this Report as Annexure-3 and forms an integral part of this Boards Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or

disclaimer requiring any explanation from the Board under the provisions of the Companies Act, 2013.

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, the Company has obtained the Annual Secretarial Compliance Report from the Secretarial Auditor for the financial year ended March 31, 2026. The Report has been submitted to the Stock Exchange(s) within the prescribed timeline and does not contain any qualification, reservation or adverse observation.

During the year under review, the Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

14. Cost Audit

The maintenance of cost records and requirements of cost audit as prescribed by Central Government under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business carried by the company.

15. Internal Audit and Internal Audit Reports

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on February 13, 2026, approved the appointment of M/s. R. Khattar & Associates, Chartered Accountants, as the Internal Auditors of the Company for a period of three (3) financial years, commencing from Financial Year 202526 and ending with Financial Year 2027-28.

The Internal Auditors conducted risk-based internal audits in accordance with the internal audit plan approved by the Audit Committee. The scope of the internal audit, inter alia, included evaluation of the adequacy and effectiveness of the Companys internal financial controls, operational processes, risk management framework, governance practices, compliance with applicable laws and regulations, and adherence to the Companys internal policies and procedures.

The Internal Auditors submitted their reports to the Audit Committee on a periodic basis. The Audit Committee reviewed the internal audit observations, management responses and the status of implementation of corrective actions. The Committee also monitored the effectiveness of the Companys internal control systems and provided necessary guidance for strengthening the Companys governance, risk management, compliance framework and operational processes.

The Board is of the opinion that the Companys internal audit function is commensurate with the size, scale and complexity of its operations and provides reasonable assurance regarding the adequacy and effectiveness of its internal control systems.

16. Particulars Of Loans, Guarantees and Investments

Particulars of loans given, guarantees provided, securities furnished and investments made pursuant to Section 186 of the Companies Act, 2013 are disclosed in the notes forming part of the Standalone Financial Statements.

17. Particulars of Contracts/ Arrangements/ Transactions with Related Parties

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Updated Related Party Transactions Policy was approved by the Audit Committee on May 28, 2026. The updated Related Party Transactions Policy is available on the Companys website at www.ihsretail.com/codes-and-policv.

The Audit Committee approved the related party transactions and wherever it is not possible to estimate the value, the audit committee accordingly approved the limit for the financial year, based on best estimates. 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 4 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 36 to the Standalone Financial Statements for the financial year 2025-26.

18. 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.

19. Dividend

Considering the business requirements and financial position of the Company, your Board has not recommended any dividend for the financial year.

20. Material Changes and Commitments Affecting the Financial Position of the Company

During the financial year under review, the Members of the Company, at the Extra-Ordinary General Meeting held on April 03, 2025, approved the issuance of up to 34,40,000 fully convertible warrants, at an issue price of Rs.45/- per warrant, aggregating up to Rs.15.48 Crores, to certain persons/entities belonging to the Promoter & Promoter Group and Non-Promoter category on a preferential basis. The said issue was approved by the Board of Directors at its meeting held on March 05, 2025. The proceeds of the preferential issue were proposed to be utilised towards acquisition or strategic investment, business expansion and general corporate purposes.

Further, on April 22, 2025, the Company acquired 1,17,024 equity shares representing 50.01% equity stake and control in PJHS Entertainment Private Limited (formerly known as DVS Worldwide Services Private Limited) for a consideration of Rs.11.70 Lacs, pursuant to which PJHS Entertainment Private Limited became a subsidiary of the Company.

21. 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-5 and is attached to this report.

22. Development And Implementation of Risk Management

Your company is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically.

The Board of Directors of the Company is entrusted with assisting the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of SEBI (LODR) Regulation, 2015.

For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting the risks on a periodic basis.

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

23. Corporate Social Responsibility

During the financial year under review, the Company did not meet the applicability criteria prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Accordingly, the provisions relating to Corporate Social Responsibility were not applicable to the Company, and no amount was required to be spent towards CSR activities during the year.

24. Performance Evaluation of the Board, Its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 read with the SEBI (LODR) Regulations, 2015) ("Listing Regulations"), 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 as well as the evaluation of the working of the Audit, Nomination & Remuneration, Stakeholders Relationship, Preferential Issue Committee of the Board.

Annual Performance Evaluations as required have been carried out. The statement indicating the manner in which formal annual evaluation of the Directors (including Independent Directors), the Board and Board level Committees is given in the Corporate Governance Report, which forms a part of this Annual Report.

The Board expressed satisfaction on the overall performance of the Directors, functioning of the Board and its Committees.

25. 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.

26. Management Discussion & Analysis Report

In terms of the provisions of Regulation 34(2) read with schedule V of the SEBI (LODR) Regulations, 2015 ("Listing Regulations"), the Managements discussion and analysis is set out in this Integrated Annual Report.

27. Operations And Business Performance

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

28. 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 Woman Director.

As on March 31, 2026, the Board of Directors of the Company comprised four Directors, including One Executive Director and three 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 31st March, 2026 are as follows:

Director/KMP	Designation
Mr. Nikhil Nanda	Managing Director & CEO - Chairman
Mr. Sanjay Sital Sangtani	Non-Executive Independent Director
Mr. Ankur Garg	Non-Executive Independent Director
Dr. Deepali Bhardwaj*	Non-Executive Independent Director
Mr. Nalin Kant Beura	Chief Financial Officer
Mr. Kuldeep Jangir	Company Secretary & Compliance Officer

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

Dr. Deepali Bhardwaj resigned from the office of Director of the Company with effect from August 12, 2026.

The Board of Directors, at its meeting held on August 13, 2026, appointed Mrs. Richa Sood and Mr. Mukul Pathak as Additional Non-Executive Independent Directors of the Company with effect from August 13, 2026, subject to the approval of shareholders in upcoming General Meeting.

29. Change In Directors and Key Managerial Personnel

During the year under review, the Board of Directors, at its meeting held on June 27, 2025, appointed Dr. Deepali Bhardwaj (DIN: 06591514) as an Additional Director (Non-Executive Independent Director) of the Company for a term of five (5) consecutive years commencing from June 27, 2025 to June 26, 2030. Her appointment was subsequently regularised by the Members at the 18th Annual General Meeting of the Company held on September 25, 2025, for the aforesaid term.

Subsequently, Dr. Deepali Bhardwaj resigned from the position of Non-Executive Independent Director of the Company with effect from August 12, 2026.

Further, Mrs. Richa Sood and Mr. Mukul Pathak were appointed as Additional Non-Executive Independent Directors of the Company with effect from August 13, 2026 subject to the approval of shareholders in upcoming General Meeting.

Except for the aforesaid appointment, there was no appointment or resignation of any Director or Key Managerial Personnel during the year under review.

30. 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.

31. Disclosure on Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to fostering a safe, respectful and inclusive work environment for all employees and stakeholders. In line with this commitment, the Company has implemented a comprehensive Policy on Prevention of Sexual Harassment ("POSH") at the Workplace, which outlines the principles, procedures and mechanisms for prevention, prohibition and redressal of sexual harassment.

The Company regularly conducts awareness programmes, workshops and sensitisation sessions across the organisation to promote a culture of dignity, mutual respect and zero tolerance towards any form of sexual harassment.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee ("ICC") at its workplaces in accordance with the statutory requirements regarding composition and governance.

The details pertaining to sexual harassment complaints during the year under review are as follows:

Number of complaints received during the year	Nil
Number of cases pending for more than ninety (90) days	Nil
Number of complaints disposed of during the year	Nil

The Company has a zero-tolerance approach towards sexual harassment and remains committed to ensuring a safe and dignified working environment for all its employees.

The ICC is responsible for addressing complaints related to sexual harassment in a fair and timely manner. The status of such complaints is periodically reviewed by the Audit Committee to ensure appropriate oversight and effective redressal mechanisms. Details of complaints received/disposed during FY 2025-26 have been provided in the Corporate Governance report.

32. 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.

33. Investor Education and Protection Fund (IEPF)

During the Financial Year 2025-26, there were no amounts and shares required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

34. Employee Welfare

The Company is committed to providing a safe, inclusive and equitable workplace for all its employees. The Company complies with the provisions of the Maternity Benefit Act, 1961, as amended, and extends maternity benefits and related facilities to eligible women employees in accordance with applicable laws. The Company continues to promote employee welfare through various policies and practices aimed at fostering a supportive work environment.

35. 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.

36. 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.

37. Capital Structure

(a) Share Capital

During the year under review, there was no change in the authorised share capital of the Company. As on March 31, 2026, the authorised share capital of the Company stood at Rs. 20,00,00,000 (Rupees Twenty Crores only) comprising 2,00,00,000 equity shares of Rs.10/- each.

During the financial year under review, pursuant to the approval of the Board of Directors and the Members of the Company, the Company allotted 29,20,000 (Twenty-Nine Lacs Twenty Thousand) Fully Convertible Warrants ("Warrants") at an issue price of Rs.45/- (Rupees Forty-Five only) per Warrant, aggregating to Rs.13,14,00,000/- (Rupees Thirteen Crores Fourteen Lacs only), on a preferential basis to persons belonging to the Promoter and Non-Promoter categories, on May 23, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

During the financial year under review, the Preferential Issue Committee of the Board of Directors, at its meetings held on June 2, 2025 and August 1, 2025, approved the allotment of 14,00,000 (Fourteen Lacs) Equity Shares of face value of Rs.10/- each pursuant to the conversion of 14,00,000 (Fourteen Lacs) Fully Convertible Warrants, upon receipt of the balance 75% of the issue price from the respective warrant holders. Consequent to the said allotments, the paid-up equity share capital of the Company increased from Rs.6,80,46,000/- comprising 68,04,600 Equity Shares of face value of Rs.10/- each to Rs.8,20,46,000/- comprising 82,04,600 Equity Shares of face value of Rs.10/- each.

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

During the Financial Year under review, the Company did not have any Employee Stock Option Scheme, Employee Stock Purchase Scheme or any other share- based employee benefit scheme in force. Accordingly, no stock options were granted, vested, exercised or lapsed during the Financial Year under review.

38. 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.ihsretail.com/codes-and-policy.

39. Compliance With SEBI (PIT) Regulations, 2015

The Company has in place a Code of Conduct for Prevention of Insider Trading and a Code of Fair Disclosure pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also implemented Structured Digital Database (SDD) in accordance with the applicable provisions.

40. 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:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

• Your Company has not resorted to any buy back of its Equity Shares during the year under review.

• Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• No application was filed by/ on the Company under the Insolvency and Bankruptcy Code, 2016.

• Your Company has not entered into any one-time settlement with any Bank or Financial Institution during the financial year. Accordingly, there is no difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loans from Banks or Financial Institutions.

• in terms of Regulation 30A of SEBI (LODR) Regulations, 2015, there no such agreements which are required to be disclosed in the Annual Report.

Also, the Company is not falling under the list of top 1000 Companies, for the purpose of determination of applicability of dividend distribution policy, Risk Management Committee and business responsibility & sustainability reporting.

41. Industrial Relations

The Company has been maintaining healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

42. Acknowledgements

Your Directors take this opportunity to thank all customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and the Central Government and the State Government for their consistent support and encouragement provided by them in the past.

Your Directors conveying their sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in this industry.

For and on behalf of the Board
JHS Svendgaard Retail Ventures Limited
Sd/-	Sd/-
Nikhil Nanda	Ankur Garg
Managing Director	Director
DIN:00051501	DIN:06813534
Date: 29 August, 2026
Place: New Delhi