osia hyper retail ltd Directors report

Dear Shareholders,

Your Directors have pleasure in presenting the 10th ANNUAL REPORT together with the Audited

Financial Statements for the Financial Year 2022-23 ended 31st March, 2023.

1. COMPANYS PERFORMANCE, STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

Your Company is the business of an emerging supermarket chain with a focus on valueretailing. Your company stores have over thousands of products under a single roof that will cater to every need of a family and making Osia Hypermart publics favorite shopping destination with a modern ambience and with the feel of a large retail mall.

During the year under review, the Company has achieved a gross turnover of Rs. 73881.67 lakhs in comparison to previous years turnover which was Rs. 58964.31 lakhs. It represented the increase of 14917.36 lakhs over the previous year. Your Company has earned a net profit of Rs. 950.14 lakhs against last years Rs. 904.00 lakhs. It represented an increase of Rs. 46.14 Lakhs over the previous year. Key aspects of Financial Performance of your Company for the current financial year 2022-23 along with the previous financial year 2021-22 are tabulated below in the Financial Results.

The future outlook of the Company and its professional management makes an enterprise of high quality and high efficiency as core competition. Our focus on quality has enabled us to sustain and grow our business model to benefit our customers. Our Company is managed by a team of experienced personnel having experience in different aspects of software industry. We believe that our qualified and experienced management has substantially contributed to the growth of our business operations. We believe our track record of timely delivery of quality products and demonstrated technical expertise has helped in forging strong relationships with our customers.

2. FINANCIAL RESULTS:		(Rs. in lakhs)
Particulars	2022-23	2021-22
Total Revenue (including other income)	74351.11	59172.18
Profit before Interest and Depreciation	4376.05	2690.52
Less: Interest	2203.36	861.18
Profit before Depreciation	2172.69	1829.34
Less: Depreciation	825.91	574.57
Profit before Taxation	1346.78	1254.77
Exceptional Item	14.96	22.70
Profit After Exceptional Item	1331.82	1232.07
Less: Provision for Taxation - Current	373.05	300.65
Less: Provision for Taxation - Deferred	8.63	27.42
Profit for the year	950.14	904.00

3. DIVIDEND:

Since the Company needs to plough back the profits for the future development and expansion, hence the Board of Directors has not recommended any dividend for the financial year 2022-23. The Board of Directors of the Company had approved the dividend distribution policy in line with Regulation 43A of the Listing Regulations. The Policy broadly specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc. The policy is uploaded on the website of the Company at www.osiahypermart.com/image/pdf/Policies/DIVIDEND DISTRIBUTION POLICY.pdf.

4. STATE OF COMPANYS AFFAIRS:

The management of the Company continued with its core business activities. There is no change in the nature of business of the Company.

5. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 5th April, 2019 and Migrated to main board of NSE Limited w.e.f. 01.12.2022.

6. NO ALLOTMENT OF EQUITY SHARES:

The Company has allotted shares during the financial year 2022-23 as mentioned below:

Sr. No.	Type of Issue	No. Shares of Allotted
1.	Preferential issue	4,91,844 Equity Shares
2.	Bonus Issue	38,67,146 Equity Shares
3.	Convertible Warrant Issue**	3,00,00,000 Convertible Warrants

** As on June 28, 2023, 72,00,000 Convertible warrants were converted into 72,00,000 Equity Shares.

** As on July 21, 2023, 78,00,000 Convertible warrants were converted into 78,00,000 Equity Shares.

7. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE06IR01013.

8. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to General Reserves

9. PUBLIC DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any Public Deposit within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.

10. SUBSIDIARY(IES) COMPANY:

The Company has no Subsidiary Company during the financial year under review.

11. ASSOCIATE COMPANY:

The Company does not have any Associate Company within the meaning of section 2(6) of the Act during the financial year under review.

12. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2023, on its website at https://www.osiahypermart.com/investor-relations.html.

13. DIRECTORS & KMP:

a. One of your Directors viz. Mrs. Kavita Dhirendra Chopra (DIN - 06473785), retires by rotation in terms of the Articles of Association of the Company. However, being eligible he offers himself for reappointment.

b. The Board of Directors duly met 15 times during the financial year under review.

c. Brief profile of the Director who is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

d. The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

e. Formal Annual Evaluation:

The Nomination and Remuneration Committee has adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

f. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

ii. that 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 31st March, 2023 being end of the financial year 2022-23 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. 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.

g. Disclosure relating to remuneration:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY 2022-23 as the company was listed on 5th April 2019. Accordingly, details with respect to remuneration of employees are applicable which are as under:

1& 2.The percentage increase in remuneration of each KMP during the FY 22-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the FY 22-23 are as under:

Sr. No. Name of Director, KMP & Designation	% increase/decrease in Remuneration in the Financial Year 2022-23	Ratio of remuneration of each Director/ to median remuneration of employees
1. Dhirendra Chopra, Managing Director	33.33%	55.99 : 01.00
2. Kavita Chopra, Director	33.33%	55.99 : 01.00
3. Chetan Damji Sangoi, Independent Director	-	-
4. Hardik Bhadreshbhai Joshi, Additional Independent Director
5. Archna Nagrani, Director	21.13%	14.08 : 01.00
6. *Avni Chauhan, Independent Director1	-	-
7. *Pranay Jain, Independent Director2	-	-
8. *Monika Gaurav Gupta, Independent Director3	-	-
9. Sandeep Tailor, Chief Financial Officer	55.00%	6.63: 01.00
10. *Yusuf Rupawala, Company Secretary4	10.78%	1.55 : 01.00

1. Mrs. Avni Chauhan has resigned w.e.f. 04.08.2023

2. Mr. Pranay Jain has resigned w.e.f. 21.10.2022

3. Mrs. Monika Gaurav Gupta has resigned w.e.f. 30.03.2023

4. Mr. Yusuf Rupawala has resigned w.e.f. 04.08.2023

3. The median remuneration of employees of the Company during the financial year 2021-22 was Rs. 189376 whereas in FY 2022-23 it is Rs. 257194.

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2023: 1365.

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. The information as per Rule 5 (2) is as follows:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is provided in a separate annexure forming part of the Annual Report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

14. COMMITTEES

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Shareholders/ Investors Grievance Committee;

4) Corporate Social Responsibility Committee; and

5) Internal Complaints Committee.

AUDIT COMMITTEE

The Audit Committee was originally constituted at a meeting of the Board of Directors held on December 19, 2018. The Audit Committee was consisting of the following Directors as on 31.03.2023:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Chetan Damji Sangoi	Chairman and member	Independent Director
Mrs. Avni Chouhan*	Member	Independent Director
Mr. Dhirendra Gautam Chopra	Member	Managing Director

* Mrs. Avni Chauhan has resigned w.e.f. 04.08.2023 and Mr. Hardik Bhadreshbhai Joshi has appointed in committee as member.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was originally constituted at a meeting of the Board of Directors held on December 19, 2018. During the Financial Year, Mrs. Monika Gaurav Gupta (DIN: 07224521) resigned from the said committee also as Member w.e.f. 30/03/2023 and Appointed Mr. Hardik Bhadreshbhai Joshi (DIN: 10158314) w.e.f. 30/03/2023. The Nomination and Remuneration Committee was consisting of the following Directors as on 31.03.2023;

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Chetan Damji Sangoi	Chairman and member	Independent Director
Mrs. Avni Chouhan*	Member	Independent Director
Mr. Hardik Bhadreshbhai Joshi	Member	Independent Director

* Mrs. Avni Chauhan has resigned w.e.f. 04.08.2023.

SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE

The Shareholders/ Investors Grievance Committee have been originally formed by the Board of Directors at the meeting held on December 19, 2018. During the Financial Year, Mrs. Monika Gaurav Gupta (DIN: 07224521) resigned from the said committee also as Member w.e.f. 30/03/2023 and Appointed Mr. Hardik Bhadreshbhai Joshi (DIN: 10158314) w.e.f. 30/03/2023. The Shareholders/ Investors Grievance Committee was consisting of the following Directors as on 31.03.2023 is as under;

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Chetan Damji Sangoi	Chairman	Independent Director
Mr. Hardik Bhadreshbhai Joshi	Member	Independent Director
Mrs. Kavita Dhirendra Chopra	Member	Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been originally formed by the Board of Directors at the meeting held on December 19, 2018. The Corporate Social Responsibility Committee was consisting of the following Directors as on 31.03.2023;

Name of the Director	Designation in the Committee	Nature of Directorship
Mrs. Avni Chouhan *	Chairman and member	Independent Director
Mr. Dhirendra Gautam Chopra	Member	Managing Director
Mrs. Kavita Dhirendra Chopra	Member	Executive Director

* Mrs. Avni Chauhan has resigned w.e.f. 04.08.2023 and Mr. Hardik Bhadreshbhai Joshi has appointed in committee as Chairman.

INTERNAL COMPLAINTS COMMITTEE:

The Internal Complaints Committee has been formed by the Board of Directors at the meeting held on December 19, 2018 in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The constitution of the Committee as on 31.03.2023 is as under;

Name of the Director	Designation in the Committee
Mrs. Kavita Dhirendra Chopra	Presiding Officer
Mr. Sanjay Solanki	NGO Member
Mr. Shankarsingh Tarsingh Rajpurohit	Member
Mrs. Poonam Panchal	Member

15. GENERAL:

During the year;

i) The Company has issued shares and warrants which have been mentioned above in detail.

ii) The Company does not have any ESOP scheme for its employees / Directors;

iii) The Company has not bought back any of its securities;

iv) The Company has not issued any Sweat Equity Shares;

16. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

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 assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

17. AUDITORS:

Statutory Auditor:

M/s. SPJV & Co., Chartered Accountants, Bhopal, (FRN: 116884W), Statutory Auditors of the Company has submitted the Audit Report for the financial year 2022-23. The remarks of Auditors are self-explanatory and have been explained in Notes on Accounts.

Further pursuant to recommendation of the Audit Committee, Board as well as Shareholders in their Annual General Meeting held on 30.09.2021 has already approved appointment of M/s. SPJV & Co., Chartered Accountants, Bhopal, (FRN: 116884W), as statutory auditor of the company for the period of Four years.

They have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

Cost Auditor:

The provisions of section 148 of the Companies Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company has not appointed the Cost Auditor.

Secretarial Auditor:

The provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY 2022-23 for which company has already appointed M/s. SCS AND CO. LLP as the Secretarial Auditor of the Company w.e.f. 01st June, 2022. Hence, the Secretarial Audit Report is applicable to the Company and the said report is presented in a separate section forming part of the Annual Report in Form No. MR-3.

The Secretarial Audit Report contain Following qualification, reservation or adverse remark or disclaimer-

1. The charge was created by company on 14th December, 2022 but the e-form CHG-1 was filed on 17th January, 2023 there was delay of 5 days in filing the e-form CHG-1.

2. The company has delayed in filing Financial Results for the year ended 31.03.2022. Notice for non-compliance with SEBI (LODR) Regulations, 2015 ("Listing Regulations") and Fine amounting to total Rs. 10,000 (Rs. 5000 per day) and the non-compliance of Regulation 33 in delay for 2 days in filing Financial Results for the half year/year ended 31.03.2022. With vide SEBI Circular No. SEBI/HO/CFD /CMD/CIR/P/2020/12 dated January 22, 2020 (hereinafter referred to as "SOP Circular), specifying Standard Operating Procedure for imposing fines and suspension of trading in case of Non-compliance with Listing Regulations. On verification of the Exchange records, it has been observed that Company has not complied/delayed complied with certain Listing Regulation(s).

Boards comment on the above non-compliance

1. The board of directors of the company are aware of the above non-compliance and the company has already filed additional fees for delay in filing the form CHG-1 and company ensure that in future no such delay or non-compliance will take place.

2. For non-compliance related to financial results the company has paid the fine amount and has taken utmost care to avoid the further non-compliance in future.

Reporting of fraud by Auditors

The Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed against the Company, by its officers or employees which are not reportable to the Central Government as specified under Section 143(12) of the Companies Act, 2013.

18. RELATED PARTY TRANSACTION:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

19. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

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

20. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORY:

During the year; there was no significant / material order passed by any regulator, court or tribunal on the Company impacting the going concern status and Companys operations in future.

21. RISK MANAGEMENT:

The Company was already having risk management system to identify, evaluate and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organization.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has no information to furnish with respect to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo, as are needed to be furnished under section 134(3) (m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company has formed Corporate Social Responsibility Committee as per section 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014. The Committee Consist three directors namely Mrs. Avni Chouhan as Chairperson of CSR Committee, Mr. Dhirendra Gautamkumar Chopra and Mrs. Kavita Chopra Dhirendrakumar as members of the Committee.

The Company has spent the amount on CSR Activities for the financial year 2022-23 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed under Section 135 of the Companies Act, 2013. (CSR Report separately attached herewith).

24. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs. 8.5 lakhs per month or Rs. 1.02 crore per annum during the year under review.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

26. SAFETY, HEALTH AND ENVIROMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analyzed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

27. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

28. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

29. CAUTIONARY STATEMENT:

Certain Statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

30. ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, cooperation and support helped us face all challenges and deliver results. We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

	By Order of the Board of Directors
	For, OSIA HYPER RETAIL LIMITED
Date: 08.09.2023
Place: Ahmedabad
	SD/-	SD/-
	Mr. Dhirendra Chopra	Mrs. Kavita Chopra
	Managing Director	Director
	DIN:06473774	DIN:06473785