S D Retail Ltd Directors Report

Dear Members,

Your Directors present this 21^ST Annual Report of S D RETAIL LIMITED (“the Company”) along with the audited financial statements (Standalone) for the financial year ended 31^st March, 2025.

1. FINANCIAL SUMMARY

The standalone financial statements for the financial year ended 31st March, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re- enactment thereof) (hereinafter referred to as “the Act”) and the guidelines issued by Securities and Exchange Board of India.

(Rs. in Lakhs)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operations	17,304.32	16,255.89
Other Income	213.92	76.92
Total Income	17,518.24	16,332.81
Total Expenses	16,444.84	15,310.13
Profit / (Loss) before tax	1,073.40	1,022.68
Tax expense	217.83	253.46
Profit / (Loss) after tax	855.57	769.22

2. SHARE CAPITAL

During the year under review, the Company has also successfully completed its Initial Public Offering (“IPO”) of 49,60,000 Equity Shares of face value of 10 each of the Company (the “Equity Shares”) by way of Fresh Issue of Equity Shares. The Equity Shares of the Company have been listed on EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”) with effect from September 27, 2024.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year 2024-25. The Board has decided to retain the profits in the Company to strengthen the financial position and to fund future business expansion and capital expenditure plans.

4. TRANSFER TO RESERVES

During the period under review, the Company has made a profit of INR 8,55,56,894.32 and the same has been transferred to reserves and surplus.

5. COMPANY PERFORMANCE

The Company has earned a total Revenue from operations of INR 17,518.24/-Lakhs in financial year 2024-25 as compared to Rs. INR 16,332.81/-Lakhs in the previous year. Total expenditure for the period ended as at March 31st, 2025 amounted to INR 16,444.84/-Lakhs as compared to Rs. INR 15,310.13/-Lakhs in the previous year. The Profit Before Tax (PBT) for the year ended March 31st, 2025 amounted to INR 1,073.40/-Lakhs as compared to INR 1,022.68/-Lakhs in the previous year.The Net Profit for the year ended March 31st, 2025 amounted to INR 855.57/-Lakhs as compared to Profit of Rs. INR 769.22/-Lakhs in the previous year. Your directors are hopeful to Utilize the present resources in an efficient manner and achieve even better results than this in the future through better planning,

Opening of new EBOs, Sales Promotion and efficient supply chain management techniques.

Looking ahead, the Company remains committed to enhancing its market presence, expanding its product portfolio, and exploring new opportunities to drive sustainable growth. The Management is continuously working on expanding the new Product Range which is customer friendly and targeting high level of customer retention ratio in the field of Night wears.

6. ANNUAL REPORT CIRCULATION

In compliance with the MCAs vide its General Circular No. 09/2023 dated 25.09.2023 read with its General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/ 2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022, and SEBI Circular No. SEBI / HO/CFD/CFD-POD-2/P/CIR/ 2023/167 dated 07.10.2023, Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to all the Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for F.Y. 2024-25 will also be available on the Companys website: www.sweetdreams. in, website of the stock exchange i.e. National Stock Exchange of India Limited at www.nseindia.com, and on the website of NDSL.

7. SIGNIFICANT EVENTS

• Increase in Authorized share capital

During the period under review, pursuant to the Board Resolution dated April 26, 2024, and the Shareholders Resolution dated April 27, 2024, the shareholders approved an increase in its Authorised Share Capital from INR 2,25,00,000 (Rupees Two Crore Twenty-Five Lakh only), divided into 22,50,000 (Twenty-Two Lakh Fifty Thousand) equity shares of INR 10 each, to INR 20,00,00,000 (Rupees Twenty Crore only), divided into 2,00,00,000 (Two Crore) equity shares of INR 10 each.

• Issue of Bonus shares

During the year under review, the Board of Directors, at its meeting held on May 1, 2024, allotted 1,25,11,260 equity shares of 10/- each as fully paid-up bonus shares, in the ratio of 10:1, to the existing shareholders of the Company whose names appeared in the Register of Members as on the Record Date, i.e., April 26, 2024. The allotment was made by capitalizing 12,51,12,600/- from the Companys free reserves or securities premium account, as per the audited financials as on February 29, 2024, and the certificate issued by the Statutory Auditor dated

April 26, 2024.

• Shifting of Registered Office

During the year under review, your company shifted its registered office from Survey No.177, Nr.Sml Isuzu, B/H Krishna Mandir BhammariyaKuva, Lambha, Laxmipura, Na, Ahmedabad, Gujarat, India,382405 to C-929, STRATUM AT VENUS

GROUND, NR. JHANSI KI RANI STATUE, NEHRU NAGAR, Ambawadi, Ahmedabad, Gujarat, India, 380006 w.e.f 01st May, 2024.

• Conversion of the company from Private Limited to Public Limited

During the year under review, the Shareholders of the Company has approved conversion of the Company from private limited company into public limited company, vide Special Resolution passed at their Extraordinary General meeting held on May 13, 2024. Subsequently, the Company has received fresh Certificate of Incorporation consequent upon conversion to public limited company issued by the Registrar of Companies, Ahmedabad, Gujarat, on June 19, 2024. Pursuant to the same, name of the Company has been changed from S D Retail Private Limited to “S D Retail Limited” with effect from June 19, 2024.

• Issue of Equity shares Via Initial Public Offering (IPO)

Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer (“IPO”) of 49,60,000 equity shares of face value 10/- each, at an issue price of 131/- per equity. The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company successfully listed its shares on the NSE EMERGE Platform on September 27, 2024. The Company has utilized its proceeds of Initial Public Offer as per the Object of the issue as mentioned in Prospectus.

8. Subsidiaries, Joint Ventures and Associate Companies

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

9. Deposits

During the financial year 2024-25, your Company has not accepted any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

10. LISTING

The equity shares of the Company are listed on the SME Platform of the National Stock Exchange of India Limited (NSE EMERGE) with effect from September 27, 2024. The Company has paid the annual listing fees to the NSE and is in compliance with all applicable listing regulations.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, (“the Act”), your Directors, based on the representations received from the operating management and after due enquiry, confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

b. they have 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 period;

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

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

12. UTILIZATION OF PROCEEDS

During the financial year, the Company raised funds through Initial public offer. The proceeds from these issuances have been utilized in accordance with the objects stated in the offer documents filed with the regulatory authorities.

The funds have been deployed towards purposes such as Capital expenditure to be incurred by our Company for setting up new exclusive brand outlets (EBOs), working capital requirements, and general corporate purposes, in line with the disclosures made at the time of Initial public offer.

The Board of Directors confirms that the utilization of proceeds is in compliance with the terms and conditions set out in the offer documents, and there has been no deviation or variation in the intended use of funds. The utilization of funds has been managed prudently, reflecting our commitment to transparency and maximizing shareholder value. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus. In the current year, the Company has completed its initial public offer (“IPO”) of 49,60,000 Equity Shares of 10 each at an issue price of 131 per equity share (Security Premium 121 per equity share). The issue was entirely fresh issue of Equity Shares for value aggregating 6,497.60 lakhs. Pursuant to IPO, the equity shares of the Company were listed on Emerge platform of National Stock Exchange of India Limited w.e.f. September 27, 2024.

The details of utilization of the net proceeds of 6,041.86 Lakhs (net off IPO expenses of 455.74 lakhs), is follows:

(Rs. in Lakhs)

Objects of the Issue as per Prospectus	Amount to be utilised (net)	Amount Utilisedupto March 31, 2025	Amount Unutilised
Capital expenditure for setting up new exclusive brand outlets (“EBOs”)	1,648.85	187.61	1,461.24
Funding Working Capital Requirement	3,500.00	948.91	2,551.09
General Corporate Expenses	893.01	298.86	594.15
Total	6,041.86	1,435.38	4,606.48

The unutilised IPO proceeds will be strategically deployed, in a phased manner, towards the expansion of Exclusive Brand Outlets (“EBOs”) and other identified objectives outlined above. This utilisation will be in alignment with the Companys long-term growth roadmap. Out of unutilised amount of Rs. 4,606.48 Lakhs, the Company has parked amount as follows:-(Rs. in Lakhs)

Particulars	Amount (Rs. in Lakhs)
In Deposit with Scheduled Bank	4,600.00
In the Escrow Account	6.48
Total Unutilised Amounts	4,606.48

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes took place in the Board of Directors and Key Managerial Personnel of the Company.

Company Secretary and Compliance Officer

During the year under review, the Board at its meeting held on 11TH MAY, 2024 appointed Ms. SHAH POOJABEN, an Associate Member of the Institute of Companies Secretaries of India, as Company Secretary of the company w.e.f. May 11 2024, on the terms and conditions set out by the Board, to perform the duties assigned to her by the Board of Directors from time to time. Ms. SHAH POOJABEN tendered their resignation as Company Secretary of the Company with effect from 20th June, 2024 due to personal reasons. The Board appointed MS. SAKSHI SINGH CHAUHAN as Company Secretary and Compliance Officer of the Company with effect from 20th June, 2024. Later, during the year under review, Ms. SAKSHI SINGH CHAUHAN tendered her resignation as Company Secretary and Compliance Officer of the Company with effect from 30th December, 2024 due to personal reasons.

Ms. SHAH POOJABEN was appointed as Company Secretary and Compliance Officer of the Company with effect from 30th December, 2024, on the terms and conditions set out by the Nomination and Remuneration Committee, to perform the duties of a secretary as required under the Act and any other duties assigned to her by the Board of Directors from time to time.

Chief Financial Officer

During the year under review, the Board at its meeting held on 11TH MAY, 2024 appointed MR. RITESH SURENDRA SARAOGI, as Chief Financial Officer of the Company w.e.f. May 11 2024, on the terms and conditions set out by the Board, to perform the duties assigned to him by the Board of Directors from time to time.

Chairman and Managing Director

During the year under review, the Board at its meeting held on 20TH JUNE, 2024 appointed MR. HITESH PRAVINCHANDRA RUPARELIA, Managing Director of the Company,as CHAIRMAN AND MANAGING DIRECTOR of the Company for a period of five years with effect from 20TH JUNE, 2024. Subsequently, the Shareholders at their Extraordinary General Meeting held on 20TH JUNE, 2024 have approved the appointment of MR. HITESH PRAVINCHANDRA RUPARELIA as Chairman and

Managing Director and remuneration payable to him, during the tenure as Chairman and Managing Director of the Company.

Whole Time Director

During the year under review, the Board at its meeting held on 20TH JUNE, 2024 appointed MR. UTPALBHAI PRAVINCHANDRA RUPARELIA, Director of the Company, as Whole Time Director of the Company for a period of five years with effect from 20TH JUNE, 2024. Subsequently, the Shareholders at their Extraordinary General Meeting held on 20TH JUNE, 2024 have approved the appointment of MR. UTPALBHAI PRAVINCHANDRA RUPARELIA as a Whole Time Director and remuneration payable to him, during the tenure as Whole Time Director of the Company.

Independent Directors

During the year under review, Mr. HARSHIL RAJENDRABHAI PATEL was appointed as Independent Director on the Board of the company pursuant to resolutions passed by the Board of Directors on 11TH MAY, 2024 and Special Resolutions passed by the Shareholders at their Extra-ordinary General Meeting held on JUNE 20th, 2024 for a period of five years up to

10th May, 2029 not liable to retire by rotation.

During the year under review, Mr. MANISH KAPOOR was appointed as Independent Director on the Board of the Company, pursuant to resolutions passed by the Board of Directors on 11TH MAY, 2024 and approval of the shareholders through a Special Resolution at the ExtraOrdinary General Meeting held on JUNE 20, 2024 for a term of five years up to 10th May, 2029 not liable to retire by rotation.

Subsequently, during the year under review,Mr. MANISH KAPOOR tendered their resignation as an Independent Director on the Board of the company with effect from 21st March, 2025 due to other professional commitments. During the year under review, Mr. JAYDEEP JAGANNATH SHETTY was appointed as an Additional Independent Director on the Board of the company pursuant to Resolution passed by the Board of Directors on 21st March, 2025 to hold office till the conclusion of the Annual General Meeting or the last day on which the Annual General Meeting should have been held, whichever is earlier.

In the opinion of the Board, Independent Directors possess requisite expertise, integrity and experience (including proficiency) and are independent of the management of the Company.

14. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT a. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act and that he/she meets the criteria of independence as laid out in Section 149(6) of the

Act. b. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate

Affairs.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit,Stakeholders Relationship, Nomination &

Remuneration Committees from time to time.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has adopted the Remuneration policy for Directors, Key Managerial Personnel and other employees of the Company under section 178(4) of the Act and Policy on diversity of Board of Directors.

17. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met Twenty-One (21) times during the Financial Year 2024-25. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The meetings were held on the following dates:

Date of the Board Meeting

08-04-2024

26-04-2024

01-05-2024

08-05-2024

09-05-2024

11-05-2024

17-06-2024

20-06-2024

27-06-2024

27-07-2024

30-08-2024

06-09-2024

10-09-2024

12-09-2024

19-09-2024

20-09-2024

25-09-2024

25-09-2024

12-11-2024

30-12-2024

21-03-2025

The necessary quorum was present for all the meetings. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting (“AGM”) are given herein below. The Company has an optimal combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board from the management, which is in conformity with the requirement of Section 149(4) of the Act and Regulation 17 of the Listing

Regulations.

As on March 31, 2025, the Board of Directors of the Company comprised of six Directors viz., Two Executive Director and four Non-Executive Directors, as detailed below:

Name of the Director and DIN	Position	No. of Board meetings during the year 2024-25		Whether last attended last AGM held on September 3, 2024
		Entitled to attend	Attended
UTPALBHAI PRAVINCHANDRA RUPARELIA DIN: 00300525	Whole Time Director	21	21	Yes
HITESH PRAVINCHANDRA RUPARELIA DIN: 00490790	Chairman & Managing Director	21	20	Yes
VISHESH JAILESH DALAL DIN: 03250002	Nominee Director	21	10	No
JAYDEEP JAGANNATH SHETTY DIN: 01567863 (Appointed w.e.f. 21-03-2025)	Additional Independent Director	0	0	N.A
MANISH KAPOOR DIN: 08415273 (Resigned w.e.f. 21-03-2025)	Independent Director	15	8	No
SIMERAN BHASIN DIN: 07482286	Director	21	10	No
HARSHIL RAJENDRABHAI PATEL DIN: 09606743	Independent Director	15	10	No

18. COMMITTEES OF THE BOARD

The Companys Board has following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

During the year, all recommendations made by the Committees were approved by the Board.

Details of Committee meetings, terms of reference of the Committees, Committee membership are available on your Companys website and can be accessed at the Web-link: https://https://www.sweetdreams.in/pages/corporate-governance.

Audit Committee

Your Company has constituted the Audit Committee in accordance with Section 177 and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines. Audit Committee was constituted by way of a Board resolution dated June 20, 2024. During the year under report the Company re-constituted its Audit Committee on March 21, 2025 as per SEBI LODR Regulations comprising the following members:

Name	Designation	Position in Committee
Mr. Harshil Rajendrabhai Patel	Independent Director	Chairman
Mr. Jaydeep Jagannath Shetty	Additional Independent Director	Member
Mr. Hitesh Pravinchandra Ruparelia	Managing Director	Member

During the year 4 (Four) meetings of the Audit Committee were held, the dates and attendance are as follows:

Date of the Audit Committee Meeting

27-07-2024

12-11-2024

30-12-2024

21-03-2025

	Status in Committee	Number of meetings
Name		Entitled to attend	Attended
Mr. Harshil Rajendrabhai Patel	Chairman	4	4
Mr. Jaydeep Jagannath Shetty (Appointed w.e.f. 21-03-2025)	Member	0	0
Mr. Hitesh Pravinchandra Ruparelia	Member	4	4
Mr. Manish Kapoor (Resigned w.e.f. 21-03-2025)	Member	4	2

Stakeholders Relationship Committee

Your Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, in the meeting of Board of Directors dated June 20, 2024. During the year under report the Company re-constituted its Stakeholders Relationship Committee on March 21, 2025 as per SEBI LODR Regulations comprising the following members:

Name	Designation	Position in Committee
Mr. Harshil Rajendrabhai Patel	Independent Director	Member
Mr. Jaydeep Jagannath Shetty	Additional Independent Director	Chairman
Mr. Utpalbhai Pravinchandra Ruparelia	Whole Time Director	Member

During the year 1 (One) meeting of the Stakeholders Relationship Committee was held, the date and attendance are as follows:

Date of Stakeholders Relationship Committee meeting

21-03-2025

Name	Position in Committee	Number of meetings
		Entitled to attend	Attended
Mr. Jaydeep Jagannath Shetty (Appointed w.e.f. 21-03-2025)	Chairman	0	0
Mr. Harshil Rajendrabhai Patel	Member	1	1
Mr. Manish Kapoor (Resigned w.e.f. 21-03-2025)	Chairman	1	1
Mr. Utpalbhai Pravinchandra Ruparelia	Member	1	1

Nomination and Remuneration Committee

Your Company has constituted Nomination and Remuneration Committee in terms of Section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, in the meeting of the Board of Directors held on June 20, 2024. During the year under report the Company re-constituted its Nomination and Remuneration Committee on March 21, 2025 as per SEBI LODR Regulations comprising the following members:

Name	Designation	Position in Committee
Mr. Harshil Rajendrabhai Patel	Independent Director	Chairman
Mr. Jaydeep Jagannath Shetty	Additional Independent Director	Member
Ms. Simeran Bhasin	Non-Executive Director	Member

During the year 2 (Two) meetings of the Nomination and Remuneration Committeewas held, the date and attendance are as follows:

Sr no.	Date of Nomination and Remuneration Committee meeting
1	30-12-2024
2	21-03-2025

 

Name	Position in Committee	Number of meetings
		Entitled to attend	Attended
Mr. Harshil Rajendrabhai Patel	Chairman	2	2
Mr. Jaydeep Jagannath Shetty	Member	0	0
Mr. Manish Kapoor (Resigned w.e.f. 21-03-2025)	Member	2	1
Ms. Simeran Bhasin	Member	2	1

19. AUDITORS AND AUDITORS REPORT Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/S KKC & Associates LLP, Chartered Accountants, Formerly Khimji Kunverji & Co. LLP, {Firm Registration No.105146W / W100621), Statutory Auditors of the Company have been appointed for a term of 5 year the Annual General Meeting held for 2023-24 till the conclusion of the Annual General Meeting to be held in the year 2027-28.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors report is enclosed with the financial statements in this Annual Report.

Internal Auditors

In terms of Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, M/s. TALATI & TALATI LLP, Chartered Accountants (FRN No. 110758W) have been appointed as the Internal Auditors of the

Company for the financial year 2024-25

COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company hereby confirms that the provisions of this Section is not applicable, hence your Company is not required to appoint cost auditor for the financial year 2024-25.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Monika Chechani & Associates, Practicing Company Secretaries, (COP No. 10883), a peer reviewed Firm, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

Secretarial Audit Report and Annual Secretarial Compliance Report

The Company has annexed a Secretarial Audit Report for the Financial Year 2024-25 given by the Secretarial Auditor, to this Report as “Annexure II”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.The observation marked by the Secretarial Auditor has been addressed to concerned team and management assures the due consideration of the same to make company more compliant.

20. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause (10) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A certificate from M/s. Monika Chechani &

Associates, Practicing Company Secretary certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by SEBI or MCA or any such statutory authority, it is enclosed as

“Annexure V”. 21. STATUTORY DUES

Pursuant to Rule 8(5)(viii) of the Companies (Accounts)

Rules, 2014, the Company confirms that there are no disputed statutory dues including income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, or any other statutory dues that were outstanding as at the end of the financial year for a period of more than six months from the date they became payable except mentioned herein:

However, the following disputed statutory dues have not been deposited as they are pending before the appropriate authorities:

Name of the Statute	Nature of Dues	Amount ( in Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	4.87	Financial Year 2019-2020	Assessing Officer

22. TRANSACTIONS WITH RELATED PARTIES a. During the year under review, there were some transactions entered into by the Company with related parties, which were in the Ordinary Course of Business and at Arms Length pricing basis for which the Audit Committee granted omnibus approval (which are repetitive in nature) and the same were reviewed by the Audit Committee and the Board. b. During the year under review, there were no significant transactions with related parties which were at arms length basis. c. There were no materially significant transactions with related parties which were in conflict with the interest of the

Company. d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year under review, which fall under the scope of Section 188(1) of the Act, are given in Form AOC-2 attached as “Annexure-III” to this report.

23. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provision of Secretarial Standards on meetings of the Board of Directors (“SS-1”) and on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act.

24. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making. Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied with in the period of 6 months.

25. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and ethics (“the code”). The code is applicable to the members of the Board, the executive officers and all the employees of the Company. All the members of the

Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on

March 31, 2025

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies(Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company,the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in “Annexure-IV” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of Promoting education, health care, employment enhancing vocational skills, eradicating hunger and making available safe drinking water and various other social matters continues to enhance value creation in the society and in the community in which it operates,through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

27. COMPANYS POLICIES

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Companys Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

During the year, the Company did not receive any complaint under vigil mechanism and there was no complaint pending at the opening and closing of the year under review.

Nomination and Remuneration Policy

The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on the Companys website. The related weblink is: https://www.sweetdreams.in/pages/corporate-governance

Policy for Determining Materiality of Litigation

In view of the nature and extent of operations of the Company and its Directors, Promoters and Group Companies, the Company has policy for determining materiality of Litigation involving the Company and its Directors,Promoters and Group Companies.

Risk Management and Internal Financial Control

The Management met periodically for identifying, assessing, mitigating and monitoring of all risks associated with the business of the Company. The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Board Diversity Policy

The Company has on place a policy for the diversity of the Board as per the recommendations of the Nomination and Remuneration Committee which is available on the Companys website. The relevant weblink is:https://www. sweetdreams.in/pages/corporate-governance

Sexual Harassment Policy

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, and THE SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 required disclosure is given below:

Your Company has always endeavored to provide a safe, secured and harassment free workplace for every individual working in the Company and to create an environment that is free from any discrimination and sexual harassment. The Company has in place a policy on prevention of sexual harassment of women at workplace. The Company has a Committee of Prevention of Sexual

Harassment of Women at Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information.

The Company has a policy in place for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The summary of sexual harassment complaints during the financial year is as follows:

The details of the complaints received during the year under review were as follows:

Particulars	No.
Number of complaints of sexual harassment received	0
Number of complaints disposed of during the year	0
Number of cases pending for more than 90 days	0
Number of awareness programs/ trainings conducted	3
Nature of corrective actions taken (if any)	N.A.

The Company continues to foster a work culture free from harassment, discrimination, and bias, and promotes gender sensitivity through training and awareness programs.

Policy on Related Party Transactions a. During the year under review, there were some transactions entered into by the Company with related parties, which were in the Ordinary Course of Business and at Arms Length pricing basis for which the Audit Committee granted omnibus approval (which are repetitive in nature) and the same were reviewed by the Audit Committee and the Board. b. During the year under review, there were no significant transactions with related parties which were at arms length basis c. There were no materially significant transactions with related parties which were in conflict with the interest of the Company. d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year under review, which fall under the scope of Section 188(1) of the Act, are given in Form AOC-2 attached as Annexure-III to this report.

28. ANNUAL RETURN

Pursuant to provisions of rule 12(1) of the Companies (Management and Administration) Rules, 2014 and Section 92(3) of the Companies Act, 2013 as amended, the extract of annual return in Form MGT-9 is not required to be annexed herewith in the report. The Company is having website and therefore, it will publish annual return on its website i.e. www.sweetdreams.in after filing Form MGT-7 on MCA portal.

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any loan, guarantee or security under section 186 of the Act. The details of investments, as required under the provisions of section 186 of the Act or Para A of Schedule V of the Listing Regulations, are provided in Notes forming part of the Standalone Financial Statements, which form part of the Annual Report.

Disclosure of Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount: During the year under review, the Company has not given any Loans and advances in the nature of loans to firms/ companies in which directors were interested.

30. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:

A. Conservation of energy: a. The operations of the Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company constantly evaluates and invests in new technology to make its infrastructure more energy efficient and also under cost reduction measure the management has internally issued different circulars for use of natural light in place of tube lights; Administration keeps a regular check on whether the Computer systems provided to the employees have been shut down properly at the time of closure of office etc. b. No new investment is made on such energy saving devices during the financial year. c. Further, since energy costs comprise a very small part of your Companys total expenses, the financial implications of these measures are not material.

B. Technology absorption:

The Company continuous to use the latest technologies for improving the productivity and quality of its services and products.

C. Foreign exchange earnings and outgo:

The details of foreign exchange earned and outgo during the year are as follows:

	Amount in
Particulars	Lakhs (INR)
Foreign Exchange Outflow	123.49
Foreign Exchange Inflow	41.40
Foreign Exchange Expenditure	5.66

31. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate “Annexure I” forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

32. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on

March 31, 2025.

33. INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Act, all dividends declared by the Company have been fully paid to the Shareholders of the Company. There was no dividend that remained unpaid / unclaimed with the Company as on March 31, 2025, which required to be transferred to the IEPF.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report is provided in a separate section of the Annual Report, offering insights into the Companys operations, performance, and future outlook. This report is in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It covers various aspects of the business under review, offering stakeholders a comprehensive understanding of the Companys strategic direction, market conditions, and financial health. This section forms an integral part of the Annual Report, ensuring transparency and informed decision-making for investors and other stakeholders.

35. DISCLOSURE ON MATERNITY BENEFITS

Your Company remains committed to promoting the health, well-being, and rights of its women employees. In accordance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, S D RETAIL LIMITED has implemented all necessary measures to support women employees during and after pregnancy. The Company provides maternity benefits which are in strict accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and have been duly adopted and incorporated into the Companys policy. These entitlements are extended to all eligible women employees in line with statutory compliance. During the financial year under review, the Company has not received any grievances or complaints related to maternity benefits, and remain fully compliant with the applicable legal and regulatory requirements. S D RETAIL LIMITED remains committed to fostering a progressive, inclusive, and supportive workplace for all its employees, especially working mothers, and continuously works towards enhancing employee-friendly policies and practices.

36. PREVENTION OF INSIDER TRADING

Company is fully committed to upholding the highest standards of transparency and fairness in its dealings, particularly with respect to the handling of sensitive information. In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time (“PIT Regulations”), the Board has adopted a comprehensive Code of Conduct to regulate, monitor, and report trading by designated persons and other connected individuals.

37. DECLARATION UNDER SECTION 89 & 90 OF THE COMPANIES ACT 2013:

“RESOLVED THAT pursuant to the provisions of Section 89 and 90 of the Companies Act, 2013; the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder; the Board of Directors does hereby appoints Mr. Hitesh Pravinchandra Ruparelia, Managing Director and Mr. Utpalbhai Pravinchandra Ruparelia, Wholetime Director of the Company as the Designated Person for furnishing information to the

Registrar of Companies or any such other Authority with respect to beneficial interests in the shares of the Company”.

38. DISCLOSURE REQUIREMENTS

A. Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section148(1) of the Act are not applicable for the business activities carried out by the Company. B. Except as disclosed elsewhere in this Report, there are no material changes affecting the financial position of the Company, subsequent to the end of the financial year under review till the date of this Report.

C. There were no events relating to non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3)of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

D. During the year under review, the statutory auditors have not reported to the Board, under section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

E. There has been no change in the nature of business of the Company.

F. There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016 however the appeal filed by one of the operational creditor is under consideration of Appellate Tribunal which was rejected by the Tribunal earlier.

G. There was no instance of onetime settlement with any Bank or Financial Institution.

H. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

I. No equity shares were issued with differential rights as to dividend, voting or otherwise. J. No Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme. K. The Auditors Report does not contain any information in relation to fraud.

L. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. M. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

39. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and thanks our customers, bankers, investors, shareholders, vendors and all other stakeholders for their continued support and patronage, extended to the Company.

For and on behalf of the Board of Directors of
S D RETAIL LIMITED
HITESH PRAVINCHANDRA RUPARELIA	UTPALBHAI PRAVINCHANDRA RUPARELIA
CHAIRMAN CUM MANAGING DIRECTOR	WHOLETIME DIRECTOR
DIN:00490790	DIN:00300525
Place: AHMEDABAD
Date: 28th August, 2025