JHS Svendgaard Retail Ventures Ltd Directors Report

Dear Members

The Board of Directors hereby submits the reports of the business and operations of your Company (“the Company" or “Retail"), along with summary of Audited Financial Statements, for the year ended March 31^st, 2025.

REVIEW OF OPERATIONS/STATEMENT OF AFFAIRS

The Company generated revenue from operations of ?1,614.14 Lacs for the financial year ended 31^st March 2025, as compared to ?1,304.81 Lacs in the previous year ended 31^st March 2024, registering a growth of approximately 23.74%.

Net Profit Margin has declined in the current year from the previous year, primarily due to increase operational cost at the Airports and recognition of lease liabilities arising from the extension of the airport store lease.

A detailed analysis of the Companys operational and financial performance is provided under the Management Discussion and Analysis Report.

CASH FLOW STATEMENTS

As required under Regulation 34 of SEBI (LODR) Regulations, 2015 a Cash Flow Statement is the part of the Annual Report.

ANNUAL RETURN

In accordance with the provisions of section 92(3) and 134 (3) (a) of the Companies Act, 2013, the annual return is uploaded on the Companys website and can be accessed at www.jhsretail.com.

STATE OF THE COMPANYS AFFAIRS

During the financial year ended March 31, 2025, your Company continued to strengthen its position in the retail segment, primarily through the exclusive operation of branded retail outlets at major airports across India. The product offerings at these outlets span a wide range of consumer goods, including personal care products, health supplements, packaged food, beverages, and household

FINANCIAL HIGHLIGHTS

Key highlights of the financial performance for the year ended March 31, 2025, are summarized as under:

(? in lakhs)

essentials, catering to the diverse needs of domestic and international travelers.

In addition to its retail operations, the Company also undertakes activities in the field of human resource consultancy, offering customized recruitment and staffing solutions to a varied client base.

The financial year under review witnessed steady growth, supported by favorable industry dynamics, increased passenger footfall at airports, and strategic efforts by the Company to optimize store operations and product portfolios. The Company has actively pursued opportunities to expand its presence at key locations and is exploring collaborations with reputed brands to enhance its product mix and consumer engagement.

The management remains focused on strengthening operational efficiency, improving margins, and enhancing stakeholder value. Your Company is well-positioned to leverage emerging opportunities in both the retail and human resource consultancy sectors to drive sustainable growth in the coming years.

The Company has successful launch of new stores at Terminal 1, Delhi and Hyderabad Airport, is a testament to our dedication to consistent growth and excellence in customer service.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors with majority being Independent Directors, interacts with the statutory auditor,

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	1614.14	1,304.81
Other income	483.78	355.30
Total income	2,097.82	1,660.10
Profit before exceptional items and tax	1.01	29.08
Profit before tax	1.01	29.08
Tax expense	(10.75)	3.6
Profit for the year	11.75	25.48

Notes: The above figures are extracted from the audited financial statements of the Company as per the Indian Accounting Standards (Ind AS) Equity share is at par value of Rs. 10/-.

internal auditors and the management in dealing with matters within its terms of reference.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the Internal control systems and their adequacy section in the Managements discussion and analysis, which forms part of this Integrated Annual Report. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision under Section 134(3)(c) of the Companies Act, 2013, the Board of Directors to best of its knowledge & ability confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is

of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 1 which forms an integral part of this report.

AUDITORS & AUDIT REPORT

• Statutory Auditors & Audit Report

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

The Audit Reports issued by M/s PSMG & Associates, Chartered Accountants on the financial statements of the Company for the financial year 2024-25 form part of this Annual Report.

The reports are self-explanatory and do not contain any qualification, reservation, adverse remark, or disclaimer.

• Secretarial Auditors & Audit Report

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net worth of the Company are below the threshold limits hence, the provisions of Regulations 17-27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 are not applicable on the Company for the FY 2024-25.

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed M/s Dahiya & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2024-25 to conduct the Secretarial Audit.

The Secretarial Audit Report, in Form MR-3, as submitted by the Secretarial Auditor, is attached as Annexure-2 and forms an integral part of this Report.

The Report is self-explanatory and does not contain any qualifications, observations, or adverse remarks.

In compliance with the recent amendment to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular dated January 19, 2024, it has been mandated that all listed entities shall appoint a Secretarial Auditor for a continuous term of five years.

Although the said provision is currently not applicable to the Company due to its paid-up capital and net worth falling below the prescribed thresholds, the Company has voluntarily chosen to comply with the regulatory intent in the interest of sound corporate governance.

Accordingly, the Board of Directors, at its meeting held on 13 August, 2025, approved the appointment of M/s Dahiya & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a fixed term of five consecutive financial years, commencing from FY 2025-26 to FY 2029-30.

This proactive initiative underscores the Companys commitment to strengthening its compliance structure and enhancing its corporate governance framework, while ensuring long-term consistency in secretarial and regulatory oversight.

• Reporting of Fraud

During the year under review, the Statutory Auditors, and Secretarial Auditors 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, details of which need to be mentioned in this Report.

• Annual Secretarial Compliance Report

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net worth of the Company are below the threshold limits hence, the provisions of Regulations 17-27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is not applicable on the Company for the FY 2024-25.

Hence, the Annual Secretarial Compliance Report, as required under Regulation 24A of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, was not applicable.

• 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. Hence, the Company is not required to maintain cost records and to undertake

cost audit in accordance with the provisions of the Companies Act, 2013.

• Internal Auditor & Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct internal audit functions and activities.

During the period under review, M/s R. Khattar & Associates, Chartered Accountants, appointed as an Internal Auditor of the Company for the financial year 2024-25.

The Internal Auditor carries out periodic audits to evaluate the adequacy, effectiveness, and compliance of internal control systems and procedures, covering all critical areas of the Companys operations. The reports of the Internal Auditor are presented to the Audit Committee and the Board of Directors for their review, along with necessary recommendations for strengthening the internal control framework wherever required.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there was no instances of frauds reported by Auditors under Section 143(12) of the Companies Act 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, as on the 31^st March, 2025, form part of the Notes to the financial statements provided in this Integrated Annual Report.

PARTICULARS OF CONTRACTS/ARRANGEMENTS 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 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 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 34 to the Financial Statements for the financial year 202425.

There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty, requiring approval of the shareholders during F.Y. 2024-25.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the general 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 financial year 2024-25.

UNPAID/UNCLAIMED DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year under review, the Company did not transfer any amount to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013. This was because no dividends had remained unpaid or unclaimed for a period of seven years or more from the date they became due for payment.

Particulars	Unclaimed Securities Suspense Demat Account		Unclaimed Securities Suspense Escrow Demat Account
	No. of Shareholders	No. of Shares	No. of Shareholders	No. of Shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	NIL	NIL	61	1,17,227
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	NIL	NIL	0	0
Number of shareholders to whom shares were transferred from suspense account during the year	NIL	NIL	0	0
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	NIL	NIL	61	1,17,227

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

Save as otherwise disclosed in this Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, except that the preferential allotment of warrants made to the Promoter of the Company has been partly exercised.

However, pursuant to the Scheme of Merger and Amalgamation, there exist balances in the Unpaid/ Unclaimed Dividend Account and the Investor Education and Protection Fund Account maintained by the Transferor Company, JHS Svendgaard Retail Ventures Limited. These balances are held in the share exchange ratio of 10:1, as specified in the approved scheme.

The Company is in the process of reconciling and evaluating these transferred balances to ensure appropriate treatment and compliance with applicable provisions of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended.

The Company remains committed to full compliance with all statutory obligations related to IEPF transfers and disclosures.

DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

In terms of SEBI Circulars, following shares are lying in the Companys Unclaimed Securities Suspense Demat Account and Unclaimed Securities Suspense Escrow Demat Account:

The Promoter has exercised 6,00,000 convertible warrants by paying 75% of the balance consideration, amounting to ?2,25,00,000 (Rupees Two Crore Twenty Five Lakhs only), in accordance with the terms of the preferential allotment approved by the shareholders and regulatory authorities.

Non-Promoter has exercised 8,00,000 convertible warrants by paying 75% of the balance consideration, amounting to ?3,00,00,000 (Rupees Three Crores), in accordance with the terms of the preferential allotment approved by the shareholders and regulatory authorities.

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

Your Company 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.

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

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companys business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in the society through its services, conduct and initiatives, so as to promote sustained growth for the society.

During the financial year under review, the Company was not covered under provisions of Section 135 of the Companies Act, 2013 and relevant rules related to Corporate Social Responsibility.

CHANGE IN NATURE OF BUSINESS

During the financial year 2024-25, the Company undertook an amendment to its Memorandum of Association (MOA) to broaden the scope of its business activities.

At the 17^th Annual General Meeting held on September 24,

2024, the shareholders approved the insertion of a new clause under the Object Clause of the MOA which enables the Company to formally enter the domain of Human Resource (HR) services, including HR management, consulting, and related support services, thereby enhancing its existing portfolio and aligning with its strategic growth objectives.

HOLDING, SUBSIDIARIES & ASSOCIATE COMPANIES

During the year under review, the Company did not have any holding, subsidiaries & associate companies

However, the Board of Directors of the Company at its meeting held on April 22, 2025, considered and approved an investment in PJHS Entertainment Private Limited (formally known as DVS Worldwide Services Private Limited), pursuant to which the Company acquired 1,17,024 equity shares, representing 50.01% of the shareholding and control.

With this acquisition, PJHS Entertainment Private Limited has become a subsidiary of the Company effective from April 22, 2025.

UPDATE ON CORPORATE RESTRUCTURING, DEMERGER AND ACQUISITIONS

The Board of JHS Svendgaard Laboratories Limited approved a Scheme of Arrangement for demerger of its retail business(JHS Svendgaard Retail Ventures Limited) into a separate entity to enhance operational focus, unlock shareholder value, and enable independent growth. The Scheme, effective from April 1, 2021, was approved by shareholders, creditors, and the Tribunal, transferring assets, liabilities, and employees accordingly.

The equity shares of the Company got listed on the BSE Limited (Scrip code: 544197) and the National Stock Exchange of India Limited (Scrip: RETAIL) on 26th June 2024, in accordance with the SEBI Regulations and circulars issued thereunder.

HUMAN RESOURCES MANAGEMENT

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industrys leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

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.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Companys Paid-up Share Capital and Net Worth are below the prescribed threshold limits.

Consequently, the provisions of Regulations 17 to 27, and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, along with Para C, D, and E of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year 2024-25.

In view of the above, the requirement to furnish the Corporate Governance Report does not apply to the Company during the financial year 2024-25.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), the Board of Directors has formulated a structured framework for the evaluation of the performance of the Board, its committees, and individual Directors, including Independent Directors. The framework, inter alia, includes criteria for assessing the effectiveness of the Board as a whole, the functioning of its committees, and the contribution of individual Directors.

A structured questionnaire, covering various parameters such as the adequacy of the Boards composition, effectiveness of its processes, quality of deliberations, strategic focus, regulatory compliance, and adherence to Corporate Governance practices, has been implemented. Similarly, for evaluation of individual Directors, the questionnaire includes factors such as qualifications, participation in meetings, fulfillment of responsibilities, regulatory compliance, and governance contributions.

Board members submitted their evaluations covering the overall performance of the Board, its committees, and individual Directors, including the Chairperson.

In accordance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a separate meeting of the Independent Directors was held on March 5, 2025, without the presence of Non-Independent Directors or members of management. At this meeting, the Independent Directors reviewed the performance of Non-Independent Directors, the overall Board, and that of the Chairperson, after taking into consideration the views of Executive and

Non-Executive Directors.

Further, the performance evaluation of all Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Based on the outcome of the evaluation process, the Board shall decide on the extension or continuation of the term of appointment of the Independent Directors as and when required.

The Board expressed satisfaction with the overall performance evaluation process and its outcome.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR").

Further, the Independent Directors have confirmed that they have complied with the Companys Code of Conduct for Directors and Senior Management Personnel.

All Independent Directors of the Company have duly registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA), Manesar, in compliance with the applicable provisions.

In the opinion of the Board, all Independent Directors possess integrity, expertise, qualifications, skills, and relevant experience in their respective fields, bringing valuable contributions to the governance and functioning of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a structured Familiarization Programme for its Independent Directors with the objective of providing insights into their roles, rights, responsibilities, and the working of the Company, including updates on industry developments and regulatory changes. This programme also includes interactions with senior management on matters related to the Companys strategy, operations, financial performance, and risk management.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Sec on 134(3)(e) and Sec on 178(3) of the Companies Act, 2013 (Act), 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, KMP and other employees can be accessed at the website of the Company at www.ihsretail.com.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Changes in the Key Managerial Personnel (KMP) during the Financial Year ended March 31, 2025.

During the year, Mrs. Sushma Nanda resigned from the position of Non-Executive Director w.e.f. close of business hours on 28 March, 2025. The Board places on record its immense appreciation for her contribution during her tenure in the Company.

The composition of the Board of Directors is in accordance with the provisions of section 149 of the Companies Act, 2013 with an optimum combination of Executive director and Non-Executive Directors.

The Directors & 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:

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

** The Board of Directors, at its meeting held on 27^th June, 2025, on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Dr. Deepali Bhardwaj (DIN: 06591514)as a Non-Executive Independent Director of the Company, for a term of five consecutive years, subject to the approval of the shareholders at the ensuing General Meeting.

The Board considers that her association would be of immense benefit to the Company and it is desirable to avail her services as an Independent Director. Necessary resolution for her appointment is being placed before the shareholders for approval.

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 SEBI (LODR)Regulations, 2015:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Preferential Issue Committee MEETINGS OF BOARD

The Board of Directors of the Company met 9 (Nine) times during the financial year 2024-25. The Date of Board

Meetings are as under:

No. of Meeting	Date of Meeting
ist	20-05-2024
2nd	17-07-2024
3rd	12-08-2024
4th	27-09-2024
5th	12-11-2024
6th	09-12-2024
7th	24-01-2025
8th	11-02-2025
9th	05-03-2025

D ring the Financial Year 2024-25 an Extra Ordinary General Meeting was held on October 26, 2024.

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 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.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the all-applicable Secretarial Standards issued by the Institute of Company Secretaries of India and adopted under the Act.

CAPITAL STRUCTURE • Share Capital

During the Year under review, the authorised share capital of the Company, has increased from Rs. 10,00,00,000 comprising of 1,00,00,000 equity shares of Re. 10 each to Rs. 20,00,00,000 consisting of 2,00,00,000 equity shares of Re. 10 each.

During the year, there has been change in the Paid-Up share capital of the Company.

As on March 31, 2025, the paid-up Share Capital of the Company stood at Rs. 6,80,46,000 (Six Crore Eighty Lacs Forty-Six Thousand only) comprising 68,04,600 (Sixty- Eight Lacs Four Thousand six hundred only).

Allotment of Convertible Warrants

During the year under review, the Company has undertaken the following preferential allotments of fully convertible warrants in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018:

1. Issue of 87,71,357 Fully Convertible Warrants:

The Board of Directors at its meeting held on 27th September, 2024 approved the issuance of 87,71,357 fully convertible warrants, each convertible into one equity share of the Company at an issue price of ?50/- per warrant, on a preferential basis to “Promoter" and “Non-Promoter" Group category. The approval of the shareholders for the said issuance was obtained at the Extraordinary General Meeting held on 26th October, 2024.

Out of the aforesaid warrants, the Promoter, Mr. Nikhil Nanda, exercised:

o 3,00,000 warrants on 17th February, 2025, and

o 6,00,000 warrants on 23rd May, 2025.

In respect of the above conversions, 75% of the balance consideration per warrant was duly received by the Company in accordance with the applicable regulations, and the corresponding equity shares have been issued and allotted.

The Company has utilized an amount of Rs. 50 Lakh towards the working capital requirements and Rs. 14.62 Lakh towards general corporate purpose and out of the balance amount of Rs. 1019.30 Lakh, an amount of Rs. 229..00 Lakh has been kept in form of fixed deposits and Rs. 720.30 Lakh has been kept in the bank account, pending utilization.

2. Issue of 34,40,000 Fully Convertible Warrants:

Further, the Board of Directors at its meeting held on 5th March, 2025, approved the issuance of 34,40,000

fully convertible warrants at an issue price of ?45/- per warrant, on a preferential basis to “Promoter" and “Non-Promoter" Group category. The approval of the shareholders for the said issuance was obtained at the Extraordinary General Meeting held on 3rd April, 2025.

The proceeds from these preferential issues are being utilized towards the purposes as stated in the respective explanatory statements annexed to the notices of the general meetings convened for seeking shareholders approval.

For more information regarding preferential issue of the company, please visit website of the company i.e. www.ihsretail.com.

• 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 SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 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.

PARTICULARS OF EMPLOYEES

The Company had 202 employees on a standalone basis as of March 31, 2025.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees remuneration, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure 1 to this Boards report.

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.

• 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 - Not Applicable.

• The Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively. The Company Secretary & Compliance Officer of the Company shall ensure compliance of Insider Trading Rules of the Company and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable.

Further, in terms of Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) 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.

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.

LISTING ON STOCK EXCHANGES

The equity shares of JHS Svendgaard Retail Ventures Limited got listed on the BSE Limited (Scrip code “544197") and the National Stock Exchange of India Limited (Script “RETAIL") on 26 June, 2024 in accordance with the SEBI Regulations and Circulars issued thereunder. The details of same can be accessed at wwwjhsretail.com.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all customer, shareholders, suppliers, bankers, business Partners/ associates financial institutions for their consistent support and encouragement provided by them in the past. Your Directors conveying their sincere appreciation to all employees of the Company. 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/-

Nikhil Nanda Managing Director DIN:00051501

Sd/-

Ankur Garg Director DIN:06813534

Date: 13/08/2025 Place: New Delhi