Osia Hyper Retail Ltd Directors Report

To,

The Members,

Osia Hyper Retail Limited,

Your directors are pleased to present their 12^th Annual Report for the financial year 2024-25 ended on 31st March, 2025.

FINANCIAL RESULTS:

The financial performance of the company on a standalone basis for the Financial Year ended on 31^st March, 2025, as compared with the previous year is summarized as below:

(Amt. in Lacs)

Sr. No.	Particulars	2024-25	2023-24
1	Revenue from Operation	1,42,712.67	1,14,447.45
2	Other Income	562.45	553.24
3	Total Revenue (1+2)	1,43,275.12	1,15,000.68
4	Purchase of Stock in Trade	1,43,015.58	97,243.09
5	(Increase)/decrease in inventory	(18,912.63)	(1,291.05)
6	Employees Benefits Expense	2,829.88	3,038.98
7	Depreciation & Amortization Exp.	1,092.51	983.89
8	Finance Cost	4,107.30	3,388.25
9	Other Expenses	8,580.24	8,731.11
10	Profit/(Loss) Before Exceptional items and Tax	2,562.23	2,906.42
11	Exceptional items	-	-
12	Profit Before Tax	2,562.23	2,906.42
13	Current Tax	646.88	1,085.97
14	Deferred Tax	36.18	9.32
15	Profit / (Loss) After Tax (PAT)	1,951.53	1,829.77

COMPANYS PERFORMANCE, STATE OF AFFAIRS AND FUTURE OUTLOOK:

During the reporting year, the company has recorded Revenue of Rs. 1,42,712.67 Lacs as compared to Rs. 1,14,447.45 Lacs during the previous financial year 2023-24. The revenue of the company has been increased by more than 20 percent as compared to previous financial year. Further, the Profit after Tax (PAT) of the company for the reporting year is Rs. 1,951.53 Lacs as compared to Rs. 1,829.77 Lacs in the previous year. So, the profit after tax of the company also increased by more than 5 percent as compared to previous year.

Your Company is in the retail business through supermarket chain. Your company stores have over thousands of products under a single roof that will cater to each and every need of a people and make Osia Hyper mart public s favorite shopping destination with a modern ambience and with the feel of a large retail mall.

The outlook of the Company and its professional management make 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 the 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.

FINANCIAL STATEMENT:

In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and Section 136 of the Companies Act, 2013 and also read with Ministry of Corporate Affairs (MCA) General Circular dated 19^th September, 2024 vide Circular No. 09/2024 and Circular issued by the Securities and Exchange Board of India (SEBI) dated 03^rd October, 2024 vide SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133, soft copy of Annual Report of the company for the financial year 2024-25 along with all its annexures is being sent only through email, to all those shareholders who have registered their email address with the company or depository. Further, in accordance with Regulation 36(1)(b) of the Listing Regulations, the Company has also sent a letter to Shareholders whose e-mail addresses are not registered with Company/DPs providing the weblink from where the Annual Report can be accessed on the Companys website.

Full copy of Annual Report for the F.Y. 2024-25 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It is also available at the Companys website www.osiahypermart.com and also available on the website of the Stock Exchange www.nseindia.com under corporate announcement section.

DECLARATION OF DIVIDEND AND TRANSFER OF AMOUNT TO RESERVES:

With a view to plough back profits and in order to conserve resources for operational purposes, Directors do not recommend any dividend.

The Board of Directors of the Company has 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.

Moreover, no amount has been transferred to general reserves in the financial year 2024-25.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the year under report.

Details of significant changes in the nature of business carried on by its Subsidiaries - Not Applicable

Other description on state of Companys Affairs:

Change in the F Y: - Not Applicable

Capital Expenditure Programs; - Not Applicable

Details and status of Acquisition, Merger, expansion, Modernization and Diversification. - Not Applicable

Developments, Acquisition and/or Assignment of material: - Not Applicable Intellectual Property Rights; - Not Applicable

SHARE CAPITAL:

1. Authorized Share Capital

The Authorized Share Capital of the company as on 31^st March, 2025 was Rs. 45,00,00,000/- (Rupees Forty-Five Crore Only) divided into 45,00,00,000 (Forty-Five Crore) equity share of Re. 1/-each.

During the year following changes had been made:

1. On 27^th June, 2024 authorized share capital of the company had been increased from Rs. 15,00,00,000/- to Rs. 28,00,00,000 by passing of an Ordinary Resolution through Postal Ballot.

2. On 19^th September, 2024 authorized share capital of the company had been increased from Rs. 28,00,00,000/- to Rs. 45,00,00,000 by passing of an Ordinary Resolution in the Annual General Meeting.

2. Paid-up Share Capital

The paid-up share capital of the company as on 31^st March, 2025 was Rs. 16,45,73,900 (Rupees Sixteen Crore Forty-Five Lacs Seventy-Three Thousand Nine Hundred Only) divided into 16,45,73,900 (Sixteen Crore Forty-Five Lacs Seventy-Three Thousand Nine Hundred) Equity Share of Re. 1/- (Rupee One Only) each.

During the reporting period, the company has allotted shares and securities as mentioned below:

1. As on 29^th June, 2024, the company had allotted 5,00,000 equity shares pursuant to conversion of warrants into equity. The said warrants were allotted in the March, 2024.

2. On 18^th March, 2025, the company had allotted 10,52,25,000 convertible warrants at an issue price of Rs. 28/- each, on preferential basis.

3. On 20^th March, 2025, the company had allotted 2,79,50,000 equity shares at an issue price of Rs. 28/- each, on preferential basis.

4. Further, on 21^st March, 2025 the company had allotted 1,30,00,000 Convertible warrants and 35,00,000 equity shares at an issue price of Rs. 28/- each, on preferential basis.

After the end of financial year but before the date of this report, in the Board Meeting held on 21^st April, 2025 the company had also allotted another 1,23,85,000 equity shares pursuant to conversion of warrants issued on preferential basis.

Further, during the year under report the Company has not issued any share with differential voting rights nor granted stock options or sweat equity.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

During the reporting period, the company had raised funds by issue of equity shares and convertible warrants on a preferential basis through private placement. The Company has utilized such fund for the objects for which fund has been raised and there is no deviation on utilization of such fund.

Further, in compliance of Regulation 32 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the company had also filed Statement of deviation or variation to the Stock exchange on a quarterly basis. The company has also appointed monitoring agency to monitor utilization of proceeds of a preferential issue and reports of agency also filed with stock exchange.

EXTRACT OF ANNUAL RETURN:

In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the copy of Annual Return for the Financial Year 2024-25 is placed on the website of the Company at the link www.osiahypermart.com

BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review, 18 (Eighteen) number of Board meetings were held on 15/04/2024, 30/04/2024, 22/05/2024, 30/05/2024, 01/06/2024, 19/06/2024, 29/06/2024, 22/07/2024,

26/07/2024, 05/08/2024, 20/08/2024, 14/11/2024, 13/12/2024, 14/12/2024, 14/02/2025,

18/03/2025, 20/03/2025 and 21/03/2025 and requisite quorum were present at the said meetings. Detailed information about attendance of Board Meeting by each director is provided in the Corporate Governance report forming part of this annual report.

Further, pursuant to the provision of Schedule IV of the Companies Act, 2013 and Reg. 25 of the SEBI Listing Regulations, meeting of the Independent Directors of the company was held on 21^st March, 2025 for the followings:

• to review the performance of Non-Independent Directors and the Board as a whole;

• to review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

The Company has received declaration under Section 149 (7) of the Companies Act, 2013 from all Independent Directors, that they meet criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013. also confirmed that all independent directors are registered in the independent directors databank maintained by Indian Institute of Corporate Affairs as per rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

BOARDS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

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 of the company for that year;

c) the directors had taken proper and sufficient care to the best of their knowledge and ability 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 annual accounts on a going concern basis;

e) Directors have 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, rules, regulations and such systems were adequate and operating effectively;

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

RELATED PARTY TRANSACTIONS:

During the year under report, the Company has entered into transactions with related parties for the purchase of goods. The said transactions were carried on at arms length price and in the ordinary course of business. The information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and attached to this report.

STATUTORY AUDITOR AND AUDITORS REPORT:

In the Annual General Meeting (AGM) of the company held on 30^th September, 2021, Shareholders had approved appointment of M/s. SPJV & Co., Chartered Accountants, Bhopal, (FRN: 116884W)

as the statutory auditor of the company for a term of 5 years.

The Auditors Report along with financial statements and all its annexures forming part thereof for the financial year ended March 31, 2025 forms part of this Annual Report. Observation made by the auditor in the Audit Report and reply of the said observations by the board is as given below:

Audit Observations & reply of the Board:

a] the company delayed payments to a Non-Banking Financial Company (NBFC) in respect of certain vendor financing arrangements within agreed timelines which is a contractual non-compliance and potentially affecting creditor relationships and possibly liabilities reported.

Reply: The Board hereby carries and commit that the delayed payment was due to unfavorable and adverse Market condition, and liquidity crunch and have taken up steps for the compliance of the same and there was no fraud nor any dishonest intent.

b] the software used by the company did not maintain an audit trail or edit log for transactions throughout the year, which is a significant internal control weakness, due to which, the auditors were unable to fully verify changes or modifications in accounting entries, which may impact the assurance on the accuracy and completeness of accounting records.

Reply: The board would like to draw the attention on the check and verification features which enables the functioning correctly recorded and ensure that only, authorised users can access and rectify the details. And Board gives assurance that the audit trail features shall be enabled in order to carry the functioning smooth and timely manner.

Further, there have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board had appointed SCS & Co. LLP, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the FY 2024-25. However, on 20^th August, 2025 the said auditor had resigned as a Secretarial Auditor for the FY

2024- 25 due to pre-occupancy of other professional assignments.

Thereafter, to fill the casual vacancy arised due to resignation of secretarial auditor, the company had appointed Bhumika Ranpura & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor for the FY 2024-25.

Further, as per the recent amendments in the SEBI Listing Regulations read with section 204 of the Act and rules made thereunder, in the Board Meeting held on 08^th September, 2025 the Board of Directors has recommended the appointment of Bhumika Ranpura & Associates, Practicing Company Secretary [Firm Registration No. S2022GJ876100], Ahmedabad, as Secretarial Auditor of the Company to hold office of a term of five consecutive years commencing from financial year

2025- 26 till financial year 2029-30 subject to approval of shareholders in the Annual General Meeting.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2025 is attached to the Directors Report. Qualifications or observation made by the secretarial auditor in the Audit Report and reply of the said observations by the board is as given below:

1. The form MGT-14 (for alteration of the object clause in the memorandum of association of the company) was due on October 18, 2024, but actually filed on November 11, 2024, resulting in a delay of 24 days.

2. The form MGT-14 (for preferential allotment of 10,52,25,000 fully convertible equity Warrants of the company) was due on April 16, 2024, but actually filed on April 23, 2024, resulting in a delay of 7 days.

3. The form MGT-14 (for preferential allotment of 2,79,50,000 equity shares (first tranche) of the company by way of preferential basis) was due on April 18, 2024, but actually filed on April 24, 2024, resulting in a delay of 6 days

4. The form AOC-5 was due on March 27, 2025, but actually filed on April 21, 2025, resulting in delay of 25 days.

5. The form AOC-4 XBRL was due on October 18, 2025, but actually filed on October 21, 2025, resulting in delay of 4 days.

6. The form MGT-15 (Report on AGM proceedings), which is mandatory for listed companies, was not filed at all for FY 2024-25.

7. The form MGT-14 (Filing of Board resolution approving FS & Boards Report), which is mandatory for public companies, was not filed at all for FY 2023-24 to be filed in FY 2024-25.

8. The form MSME-1, which is mandatory in case of MSME vendors, was not filed at all for second half year of FY 2023-24 to be filed in April, 2024 and for first half year of FY 2024-25 to be filed in October, 2024.

9. We have not found any data on significant beneficial owner neither form BEN-2 filed on MCA. Hence, we are not able to comment on it.

10. We have not received any data regarding CSR fund utilization or CSR-2 form filed, neither from management nor available on MCA, hence we are not able to comment on it.

11. The Company has appointed a Company Secretary and Compliance Officer on June 30, 2024. Till the said date i.e for the period from April 1, 2024 to June 30, 2024, no Company Secretary and Compliance Officer was appointed in a company and this post was vacant since previous year hence it is a non-compliance under Section 203 of the Companies Act, 2013 and Regulation 6 of SEBI (LODR) Regulations, 2015.

12. The composition of the Board of Directors was not in compliance with the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply from Board on observations from Sl. No. 1 to 12 of Secretarial Audit Report :

Management of the Company shall take due care for timely compliance in future and have set up the System for Regular Review and audit for timely compliance.

13. We have been not provided any details on CSR committee composition and meeting held during the year along with any ongoing projects or any other type of projects in which company makes CSR donation hence we are not able to comment on any matter related to the CSR as per Section 135 of the Companies Act, 2013.

Reply from Board on observation No. 13 : The Company had made the compliance of CSR and also the Committee composition and Meetings are held during the reporting period and for CSR Expenditure are made in compliance with the Act and norms.

14. The Company has failed to comply with Regulation 108 of the SEBI (ICDR) Regulations, 2015, in respect of timely filing of the listing application.

Reply from Board on observation No. 14: The Delayed in filing of Listing application was due the in-adverted reason as due to lack of timely guidance in the matter.

15. The Structured Digital Database (SDD) required under the SEBI (Prohibition of Insider Trading) Regulations, 2015 was not properly maintained during the financial year, as the software was corrupted and events for the year under review were not captured.

Reply from Board on observation No. 15: The Company has reinstalled the SDD software and have engaged the IT team for recovery of the Data for SDD compliance.

16. Several mandatory policies and codes displayed on the Companys website, including the Policy on Appointment & Remuneration of Directors/KMP, the Terms and Conditions of Appointment of Independent Directors, and the Code of Practices and Procedures for Fair

Disclosure of UPSI, Stakeholders Relationship / Investor Grievance Redressal Policy were not available or were outdated. Further the website of the company has not updated many things such as shareholder pattern, annual report, financials etc hence it seems that the website is not functional hence, This amounts to a non-compliance with Regulation 46 of SEBI (LODR) Regulations, 2015.

Reply from Board on observation No. 16: Due to some technical glitches on web portal and sometimes the IT bugs make some options Freeze or hide on the Website so this happens will take due care for this website compliance.

17. The financial results were also not signed by the authorised signatory and were not submitted in the prescribed SEBI format. Segment reporting was not disclosed. These are violations of Regulation 33 of SEBI (LODR) Regulations, 2015.

Reply from Board on observation No. 17: Management and Audit Committee have taken serious note of the said and have instructed the Compliance team to take due care for timely compliance and disclosures.

18. The Company filed the XBRL form on August 26, 2024 for the Board Meeting held on August 20, 2024, instead of within the prescribed timelines. This is a non-compliance of Regulation 30(6) of SEBI (LODR) Regulations, 2015.

19. The Company has not filed the XBRL form in respect of the appointment of the Secretarial Auditor (Board Meeting dated July 22, 2024), which is a non-compliance of Regulation 30(6) of SEBI (LODR) Regulations, 2015.

20. The Company uploaded the outcome of the Board Meeting held on November 14, 2024 to the stock exchange on November 15, 2024, however, the XBRL filing was made on November 16, 2024. The delay in XBRL filing is a non-compliance of Regulation 30(6) of SEBI (LODR) Regulations, 2015.

21. The Company has not uploaded the XBRL filing of the General Meeting notice for the meeting held on June 28, 2024 (through postal ballot). This is a non-compliance of Regulation 30(6) of SEBI (LODR) Regulations, 2015.

22. The Company uploaded the outcome of the Board Meeting held on March 20, 2025 to the stock exchange on March 21, 2025, and the XBRL filing was also made on March 21, 2025. Although uploaded the next day, the delay is a technical non-compliance of Regulation 30(6) of SEBI (LODR) Regulations, 2015.

Reply from Board on observation No. 18 to 22 : The Board members have taken serious note of said non-Compliances and delayed compliance in XBRL and non-filing of disclosures, delayed filing AND the Board assures for the timely compliance of the said Reports, Disclosures along with XBRL reporting.

DISCLOSURES UNDER RULE 8/8A OF COMPANIES ACCOUNTS RULES 2014:

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

Your company is increasingly using information technology in its operations and promotes conservation of energy and resources. Further, the company has no information to furnish with respect to Foreign Exchange Earnings and Outgo.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence, no approval from the shareholders in this regard was required.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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. Detailed description of constitution of committee, Committee Meeting held during the year and spent of amount on CSR Activities during the financial year 2024-25 has been provided in CSR Report separately attached to this report and forming part of the Annual Report.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report their genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a member of the committee for this purpose.

The Company ensures that genuine Whistle Blowers are provided complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy has also been uploaded on the website of the company at https: / /www.osiahypermart.com/investor-relations.html

RISK MANAGEMENT:

The Company is not under the purview for constituting Risk management committee under the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. However, the Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) to mitigate the predicted risk, which the Board deems fit in the best interest of the Company.

CORPORATE GOVERNANCE:

As per Regulation 15(2) read with regulation 34 (3) and Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Corporate Governance Report along with the Certificate thereon from Bhumika Ranpura & Associates, Practicing Company Secretary form part of the Board Report.

DETAILS OF BOARD OF DIRECTORS:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, one-third of such number of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Dhirendra Gautamkumar Chopra, Chairman & Managing Director [DIN: 06473774] will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with provisions of the Companies Act, 2013. The Board of Directors recommend their reappointment for approval of members at the ensuing AGM and resolution seeking approval for his re-appointment is provided in the Notice.

As on 31st March, 2025, the Board of Directors comprised of the following Directors:

Sr. No.	Name	Designation	Director Identification Number (DIN)	Date of Appointment	Date of Cessation
1.	Dhirendra Gautamkumar Chopra	Chairman & Managing Director	06473774	18/10/2013
2.	Kavita Chopra Dhirendrakumar	Director	06473785	18/10/2013
3.	Nishit Bharatbhai Popat	Additional (Independent) Director	09279612	13/12/2024
4.	Aesha Harsh Shah	Additional (Independent) Director	10423365	13/12/2024	12/08/2025
5.	Chetan Damji Sangoi	Independent Director	00645226	15/09/2017	01/05/2025

During the reporting year, following changes had been made in the Board of Directors:

1. Mr. Kunjit Maheshbhai Patel, Independent Director [DIN: 06719295] had resigned as NonExecutive & Independent Director of the company w.e.f 30^th April, 2024.

2. Mrs. Deepshikha Choudhari, Independent Director [DIN: 08190708] had resigned as NonExecutive & Independent Director of the company w.e.f 13^th December, 2024.

3. Mr. Hardik Bhadreshbhai Joshi, Independent Director [DIN: 10158314] had also resigned as Non-Executive & Independent Director of the company w.e.f 13^th December, 2024.

4. In the Board Meeting held on 13^th December, 2024, the Board had appointed Mr. Nishit Bharatbhai Popat [DIN: 09279612] and Mrs. Aesha Harsh Shah [DIN: 10423365] as an Additional (Non-executive & Independent) Directors of the company to hold office till the conclusion of next annual general meeting.

After the end of financial year but before the date of signing of this report -

1. Mr. Chetan Samji Sangoi [DIN: 00645226] had resigned as non-executive & independent director of the company w.e.f 01^st May, 2025.

2. In the Board Meeting held on 01^st May, 2025, the Board of Directors had also appointed Mr. Dheeraj Tolani [DIN: 09604968] as an Additional (Non-executive & Independent) Directors of the company to hold office till the conclusion of next annual general meeting.

3. Mrs. Aesha Harsh Shah [DIN: 10423365] had resigned as non-executive & independent director of the company w.e.f 12^th August, 2025.

During the reporting period, the company has not paid any remuneration to its Executive & Nonexecutive Director of the Company. No commission was paid to any of the Directors during the year under Report.

COMMITTEES OF BOARD OF DIRECTORS:

As per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has established and constituted four committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee as a part of better corporate governance practice. Composition of such committees also available on the website of the company at https://www.osiahypermart.com/investor-relations.html

1. AUDIT COMMITTEE:

The detailed description related to composition of Audit Committee, committee meeting held during the reporting period and attendance of each committee members are included in the Corporate Governance Report, which is a part of this report.

2. NOMINATION AND REMUNERATION COMMITTEE:

The detailed description related to composition of Nomination and Remuneration Committee, committee meeting held during the reporting period and attendance of each committee members are included in the Corporate Governance Report, which is a part of this report.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The detailed description related to composition of Stakeholder Relationship Committee, committee meeting held during the reporting period and attendance of committee members are included in the Corporate Governance Report, which is a part of this report.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The detailed description related to composition of Corporate Social Responsibility Committee; committee meeting held during the reporting period and attendance of committee members are as mentioned in Annual Report on CSR.

CORPORATE POLICIES:

We always believe to promote and pursue the high level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates the formulation of certain policies for all listed companies.

Key policies that have been adopted are as follows:

Name of the policy	*Web Link
Policy on Board Diversity	https://www.osiahypermart.com/investor-relations.html
Code of conduct for Director and Senior Management	https://www.osiahypermart.com/investor-relations.html
Corporate Social Responsibility Policy	https://www.osiahypermart.com/investor-relations.html
Dividend Distribution Policy	https://www.osiahypermart.com/investor-relations.html
Evaluation Policy	https://www.osiahypermart.com/investor-relations.html
Policy on Determination of Materiality of Events	https://www.osiahypermart.com/investor-relations.html
Policy for Insider Trading	https://www.osiahypermart.com/investor-relations.html
Policy On Preservation of Documents	https://www.osiahypermart.com/investor-relations.html
Policy on prevention of Sexual Harassment at work place	https://www.osiahypermart.com/investor-relations.html
Related Party Transactions Policy	https://www.osiahypermart.com/investor-relations.html
Webarchival Policy	https://www.osiahypermart.com/investor-relations.html
Whistle Blower Policy	https://www.osiahypermart.com/investor-relations.html
Familiarization Programme of Independent Director	https://www.osiahypermart.com/investor-relations.html
Code of conduct for Independent Directors	https://www.osiahypermart.com/investor-relations.html
Risk Management Policy	https://www.osiahypermart.com/investor-relations.html
Nomination and Remuneration Policy	https://www.osiahypermart.com/investor-relations.html

*URL for all the above-mentioned policies is having common web link.

Further, as of now Dividend Distribution Policy is not applicable to the Company but it has been adopted voluntarily.

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Mr. Dhirendra Gautamkumar Chopra, Chairman and Managing Director

2. Mrs. Neha Sharma, Company Secretary

3. Mr. Samir Chunara, Chief Financial Officer (CFO)

During the reporting period, Mr. Sandeep Tailor had resigned as CFO of the company w.e.f 15^th April, 2024 and the Board had appointed Mr. Amit Punambhai Parmar as CFO of the company w.e.f 15^th April, 2024.

Mrs. Neha Sharma had been appointed as Company Secretary of the company w.e.f. 19^th June, 2024.

Further, after the end of financial but before the date of this report, Mr. Amit Parmar had also resigned as CFO of the company w.e.f 20^th May, 2025 and the Board had appointed Mr. Samir Chunara as CFO of the company w.e.f 20^th May, 2025.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8.5 Lacs per month or 1.02 crore per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made thereunder, performance evaluation of executive directors was carried out by Independent Directors and in the same manner performance evaluation of Independent Directors was carried out by the executive directors of the company.

COST RECORDS AND AUDIT:

The company is not required to maintain cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. Therefore, no cost records have been maintained by the company. Therefore, requirements for cost audit shall not applicable to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards including amendments thereof in the Financial Year 2024-25 as issued by the Institute of Company Secretaries of India (ICSI).

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

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.

The Company also has in place a policy on "Prevention of Sexual Harassment at work place" and the same is also available on the website of the company at https://www.osiahypermart.com/investor-relations.html

To redress the complaints received regarding sexual harassment, internal complaints committee is in place.

Sr. No.	Name	Designation in the Committee
1.	Kavita Chopra Dhirendrakumar	Presiding Officer
2.	Sanjay Solanki (Laddoo Foundation)	NGO Member
3.	Shankarsingh Tarsingh Rajpurohit	Member
4.	Poonam Panchal	Member

The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed off : NA

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.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2024-25:

The information required pursuant to provision of Section 197(12) read with rule 5(1)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the company for the F.Y. 2024-25 is as mentioned below:

Sr. No.	Name of Director, KMP & Designation	% increase/decrease in Remuneration in the Financial Year 2024-25	Ratio of remuneration of each Director/ to median remuneration of employees
1.	Dhirendra Chopra, Managing Director	-	79.73:01
2.	Kavita Chopra, Director	-	79.73:01
3.	Nishit Bharatbhai Popat	-	-
4.	Aesha Harsh Shah	-	-
5.	Chetan Damji Sangoi	-	-

The median remuneration of employees of the Company during the financial year 2023-24 was Rs. 251094/- whereas in FY 2024-25 it is Rs. 15,050/-.

Number of Permanent Employees on the rolls of Company as on 31st March 2025: 1236

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

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 2025, the Company doesnt have any Subsidiary, Joint Venture or Associate Companies.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

1. There have been no material changes/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 on report;

2. During the year under review your company has not accepted the deposit from the public under section 73 to 76 of the Companies Act, 2013 and the rules made thereunder;

3. No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and companys operations in future.

4. The disclosures to be made under the Maternity Benefit Act 1961, are not applicable during the reporting period.

5. The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under Section 67(3) are not required to be made.

6. Number of employees as on the closure of financial year (Female: 385, Male: 851, Transgender: Nil): Not Applicable

7. There have been no instances of any revision in the Boards Report or the financial statement; hence disclosure under Section 131(1) of the Act is not required.

8. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not required to disclose.

9. The Company has not issued (a) any shares with differential voting rights (b) Sweat Equity shares (c) shares under any Employee stock option scheme; hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014.

10. There are no application made under the Insolvency and Bankruptcy Code, 2016, during the year under Report, and therefore no such details are required to be given.

11. There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the 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, are not required to be given.

ACKNOWLEDGEMENT:

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.

Date: 08th September, 2025	By Order of the Board of Directors
	For, Osia Hyper Retail Limited
Place: Ahmedabad	Sd/-
	(Dhirendra G. Chopra)
	Chairman & Managing Director
	[DIN: 06473774]