S D Retail Ltd Directors Report

Dear Members,

Your Directors present this 22^nd Annual Report of S D RETAIL LIMITED ("the Company") along with the audited financial statements (Standalone) for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY

The standalone financial statements for the financial year ended March 31, 2026, have been prepared in accordance with the Applicable Accounting Standards, 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.

Key highlights are given as under:

( in Lakhs)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Revenue from Operations	19,597.542	17,304.32
Other Income	234.81	213.92
Total Income	19,832.35	17,518.24
Total Expenses	18,387.47	16,444.84
Profit / (Loss) before tax	1,326.76	1,073.40
Tax expense	348.84	217.83
Profit / (Loss) after tax	977.92	855.57

2. SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company stood at Rs 20,00,00,000 (Rupees Twenty Crore only), comprising 2,00,00,000 Equity Shares of Rs 10 each.

The Paid-up Equity Share Capital of the Company as on March 31, 2026 was Rs 18,72,23,860 (Rupees Eighteen Crore Seventy-Two Lakh Twenty-Three Thousand Eight Hundred Sixty only), comprising 1,87,22,386 Equity Shares of Rs 10 each fully paid-up.

The Equity Shares of the Company are listed and admitted to trading on the EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") with effect from September 27, 2024.

During the year under review, there was no change in the authorised & Paid Up share capital of the Company.

3. DIVIDEND

Your Directors have not recommendedanydividendforthefinancialyear 2025-26. The Board has Company to strengthen the financial position and to fund future decidedtoretaintheprofits business expansion and capital expenditure plans.

4. TRANSFER TO RESERVES

During the period under review,theCompanyhasmadeprofitof 977.92 Lakhs and the same has been transferred to reserves and surpluses.

5. COMPANY PERFORMANCE

During the Financial Year 2025-26, the Company recorded a Total Income of Rs 19,832.35 Lakhs, as compared year, reflecting steady growth in business to Rs 17,518.24 Lakhs in the previous financial

The Total Expenditure for the year stood at Rs 18,387.47 Lakhs, as against Rs 16,444.84 Lakhs in the previous financial year, in line with the growth in the scale of operations.

The Company reported a Profit Before Tax (PBT) of Rs 1,326.76 Lakhs for the year ended March 31, 2026, compared to Rs 1,073.40 Lakhs in the previous financial year. The Profit After Tax (PAT) increased to Rs 977.92 Lakhs from Rs 855.57 Lakhs in the previous financial year, demonstrating the Companys continued focus on growth and operational efficiency. The financial performance during the year was driven by sustained demand across key markets, disciplined execution of business strategies, prudent cost management, and continued emphasis on operational excellence. The Company remained focused on improving productivity, optimizing its supply chain, and enhancing customer experience across its sales channels.

During the year, the Company continued to strengthen its retail presence through the expansion of its Exclusive Brand Outlet (EBO) network, while simultaneously undertaking targeted sales and marketing initiatives to improve market penetration and brand visibility. The Management also continued its efforts towards product innovation and expansion of the product portfolio to address evolving consumer preferences.

Looking ahead, the Company remains committed to delivering sustainable and profitable growth by strengthening its market position, enhancing operational efficiencies, broadening its product offerings, and exploring opportunities in both domestic and international markets. The Company will continue to focus on customer-centric product development, particularly in the nightwear segment, improving customer retention, leveraging digital capabilities, and creating long-term value for all stakeholders.

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 2025-26 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 2025-26 will also be available on the Companys profitable 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

• Employee Stock Option Plan (ESOP) 2025

During the year under review, the shareholders of the Company, by way of a Special Resolution passed at their meeting held on 25^th September, 2025, approved the implementation of the "S D Retail Employee Stock Option Plan 2025" ("ESOP 2025").

Pursuant to the said approval, the Company has received in-principle approval for the listing of up to 9,35,000 (Nine Lakhs Thirty-Five Thousand) Equity Shares of face value Rs 10 each, which may be allotted upon exercise of stock options granted under the ESOP 2025. The ESOP 2025 has been formulated with the objective of attracting, retaining, motivating and rewarding eligible employees and aligning their interests with the long-term growth and performance of the Company. The Nomination and Remuneration Committee ("NRC") has been authorized to administer and implement the Scheme and may grant, in one or more tranches, not exceeding 9,35,000 options to eligible employees from time to time. Each option shall entitle the holder to apply for one fully paid-up equity share of the Company of face value Rs 10 each, subject to the terms and conditions of the Scheme and applicable laws. The ESOP 2025 shall be administered by the NRC in accordance with the provisions of the Companies Act, 2013, the applicable SEBI Regulations and other applicable laws.

During the year under review, the Company granted 140000 (One Lakh Forty Thousand) stock options of face value 10 each to eligible employees of the Company as determined by the Nomination and Remuneration Committee (NRC), in accordance with the approved vesting schedule.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

9. DEPOSITS

During the financialyear 2025-26, 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, 2026, 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 Previous 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 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there has been a deviation and/or variation in the utilisation of the public issue proceeds from the objects as stated in the

Prospectus. The said deviation and/or variation does not arise on account of any change in the terms of a contract referred to in the Prospectus or in the objects for which the public issue proceeds were raised and, accordingly, no shareholders approval was required in this regard.

The deviation pertains solely to the extension of the timeline for utilisation of the balance IPO proceeds beyond the originally envisaged timeline of 31 March 2026. The revised timeline for utilisation of the balance IPO proceeds has been reviewed and recommended by the Audit Committee and approved by the Board of Directors. The Company shall utilise the unutilised IPO proceeds towards the original objects of the issue within the revised timeline approved by the Board.

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 Utilised upto March 31, 2026	Amount Unutilised
Capital expenditure for setting up new exclusive brand outlets ("EBOs")	1,648.85	583.22	1,065.63
Funding Working Capital Requirement	3,500.00	3,010.00	490.00
General Corporate Expenses	893.01	648.64	244.37
Total	6,041.86	4,241.86	1,800.00

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 1,800.00 Lakhs, the Company has parked amount as follows:-

	Amount
Particulars	(Rs in Lakhs)
In Deposit with Scheduled Bank	1,800.00
Total Unutilised Amounts	1,800.00

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

A. Change in Designation of Mr. Utpalbhai Pravinchandra Ruparelia (DIN: 00300525)

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Members of the Company, at the Annual General Meeting held on September 25, 2025, approved the change in designation of Mr. Utpalbhai Pravinchandra Ruparelia (DIN: 00300525) from Whole-time Director to Managing Director of the Company with effect from September 25, 2025. The terms and conditions of his appointment, including remuneration, remain unchanged and continue to be governed by the approvals previously accorded by the Board of Directors and the Members. The change in designation is effective for the unexpired period of his existing tenure, originally approved for a term of five (5) years..

B. Change in Designation of Mr. Vishesh Jailesh Dalal (DIN: 03250002)

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Members of the Company approved the change in designation of Mr. Vishesh Jailesh Dalal (DIN: 03250002) from Nominee Director to Non-Executive, Non-Independent Director (Professional Category).

The change in designation became effective from the date of approval by the Members. Mr. Dalal continues to serve on the Board in his professional capacity and contributes to the Companys strategic direction, governance framework, and long-term objectives.

C. Appointment of Mr. Jaydeep Jagannath Shetty (DIN: 01567863) as Independent Director

During the year under review, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Members of the Company approved the appointment of Mr. Jaydeep Jagannath Shetty (DIN: 01567863) as an Independent Director of the Company for a term in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior to his appointment, he was serving as an Additional Independent Director on the Board.

In the opinion of the Board, Mr. Shetty possesses the requisite integrity, expertise, experience, and proficiency required for his appointment as an Independent Director.

The Board is satisfied that he fulfils conditions specified under the Companies

Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015andisindependentoftheManagement.

The Company has received the requisite declarations from Mr. Shetty confirming that he meets the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also received confirmation that he is not debarred from holding the office of director pursuant to any order issued by the Securities and Exchange Board of India or any other statutory authority.

D. Resignation of Ms. Simeran Bhasin (DIN: 07482286) from the Post of Non-Executive Director of the Company

Ms. Simeran Bhasin (DIN: 07482286) tendered her resignation from the position of Non-Executive Director of the Company with effect from July 18, 2026, owing to her other professional commitments. The Board places on record its sincere appreciation for the valuable guidance, support, and contributions rendered by her during her tenure as a Director of the Company.

E. Appointment of Ms. Lekhinee Mandeep Desai (DIN: 11904544) as Additional Non-Executive, (designated as a Woman Director)

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Lekhinee Mandeep Desai (DIN: 11904544) as an Additional Non-Executive, (designated as a Woman Director) of the Company, effective 22nd August 2026.

In terms of Section 161 of the Companies

Act, 2013, she holds office as an Additional

Director up to the date of the ensuing Annual General Meeting (AGM). Based on the recommendation of the Nomination the and Remuneration Committee, the Board has recommended her appointment as a Non-Executive, (Woman Director) for the approval of the shareholders at the ensuing AGM.

Except as stated above, there were no other changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review. None of the Directors of the Company are disqualified under Section 164 of the Companies Act, 2013. Necessary disclosures, as required under Section 184 and other applicable provisions of the Act, have been duly made by all Directors.

Key Managerial Personnel

Pursuant to Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the following are the Key Managerial Personnel (KMP) of the Company:

• Mr. Hitesh Pravinchandra Ruparelia – Chairman & Managing Director

• Mr. Utpalbhai Pravinchandra Ruparelia– Managing Director

• Mr. Ritesh Surendra Saraogi– Chief Financial

Officer

Ms. Poojaben Shah Company Secretary & Compliance officer

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. The Board has taken on record the declaration under Section 149(7) and confirmed compliance with Rule 6 (Independent

Directors Databank), wherever applicable. 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 the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, the Chairperson and the individual Directors.

The annual performance evaluation was conducted in accordance with the criteria approved by the Nomination and Remuneration Committee, which, inter alia, covered aspects relating to the composition of the Board and its Committees, effectiveness of Board processes, quality of deliberations, strategic guidance, governance practices, participation and contribution of Directors, and the discharge of their duties and responsibilities.

The Independent Directors, at their separate meeting held during the year, reviewed the performance of the Chairperson, the Non-Independent Directors and the Board as a whole. They also assessed the quality, quantity and timeliness of the flow of information between the Companys Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

The Board expressed its satisfaction with the evaluation process and the overall effectiveness of the Board, its committees and the individual Directors.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has, on the recommendation of the Nomination and Remuneration Committee ("NRC"), adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel.

The Policy lays down the criteria for appointment, qualification, positive attributes, independence of Directors, and the framework for remuneration of Directors, KMP and Senior Management Personnel. It also includes the criteria for determining qualifications, competencies, diversity and independence of

Directors, as well as the process for evaluation of the performance of the Board, its Committees and individual Directors.

The objective of the Policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and senior executives of the quality required to successfully manage the affairs of the Company while aligning remuneration with the Companys performance and long-term objectives.

The Nomination and Remuneration Policy is available on the Companys website at https://www. sweetdreams.in/pages/policies

17. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met Five times during the Financial Year 2025-26. 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

29-05-2025

01-08-2025

28-08-2025

12-11-2025

27-02-2026

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, 2026, the Board of Directors of the Company comprised of six Directors viz., Two Executive Director and four Non-Executive Directors, as detailed below:

		No. of Board meetings during the year 2025-26	Whether attended last AGM held on
Name of the Director and DIN	Position	Entitled to attend	Attended	September 25, 2025
Utpalbhai Pravinchandra Ruparelia DIN: 00300525	Managing Director	5	5	Yes
Hitesh Pravinchandra Ruparelia DIN: 00490790	Chairman & Managing Director	5	5	Yes
Vishesh Jailesh Dalal DIN: 03250002	Director	5	3	Yes
Jaydeep Jagannath Shetty DIN: 01567863	Independent Director	5	5	Yes
Simeran Bhasin DIN: 07482286	Director	5	3	No
Harshil Rajendrabhai Patel DIN: 09606743	Independent Director	5	5	Yes

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: www.sweetdreams.in

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. Further 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	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

29-05-2025

28-08-2025

12-11-2025

27-02-2026

		Number of meetings
Name	Status in Committee	Entitled to attend	Attended
Mr. Harshil Rajendrabhai Patel	Chairman	4	4
Mr. Jaydeep Jagannath Shetty	Member	4	4
Mr. Hitesh Pravinchandra Ruparelia	Member	4	4

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. Further 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	Independent Director	Chairman
Mr. Utpalbhai Pravinchandra Ruparelia	Managing Director	Member

During the year 2 (Two) meeting of the Stakeholders Relationship Committee was held, the date and attendance are as follows:

Date of the Stakeholders Committee Meeting

28-08-2025

12-11-2025

Name	Position in Committee	Number of meetings Entitled to attend	Attended
Mr. Jaydeep Jagannath Shetty	Chairman	2	2
Mr. Harshil Rajendrabhai Patel	Member	2	2
Mr. Utpalbhai Pravinchandra Ruparelia	Member	2	2

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. Further 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	Independent Director	Member
Ms. Simeran Bhasin	Non-Executive Director	Member

During the year 3 (Three) meetings of the Nomination and Remuneration Committee was held, the date and attendance are as follows:

Date of Nomination and Remuneration Committee meeting

28-08-2025

12-11-2025

27-02-2026

Name	Position in Committee	Number of meetings Entitled to attend	Attended
Mr. Harshil Rajendrabhai Patel	Chairman	3	3
Mr. Jaydeep Jagannath Shetty	Member	3	3
Ms. Simeran Bhasin	Member	3	2

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 at 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 re-appointed as the Internal Auditors of the Company for the financial year 2025-26

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 2025-26.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company at the Annual General Meeting held for the financial year 2024-25 approved the appointment of M/s. Monika Chechani & Associates, Practicing Company Secretaries (COP No. 10883), a Peer Reviewed Firm, as the Secretarial Auditors of the Company.

The appointment has been made for a term of five consecutive years, commencing from the financial year 2025-26 and continuing up to the conclusion of the Annual General Meeting to be held for the financial year 2029-30, subject to the provisions of the Companies Act, 2013 and other applicable laws.

20. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the Financial Year 2025-26 issued by M/s. Monika Chechani & Associates, Practicing Company Secretaries, is annexed to this Report as Annexure I.

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

The requirement to obtain and submit the Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company during the financial year under review.

21. 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. & 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 II".

22. STATUTORY DUES

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company confirmsthat 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	Tax	4.87	Financial Year 2019- 2020	Assessing Officer
The Goods and Service Tax Act	Tax and penalties	26.30	Financial Year 2018-2019	Additional Commissioner (Appeals)
The Goods and Service Tax Act	Tax and penalties	6.25	Financial Year 2019- 2020	Additional Commissioner (Appeals)
The Goods and Service Tax Act	Tax and penalties	7.21	Financial Year 2020-2021	Additional Commissioner (Appeals)

23. 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 at arms length basis.

c. There were no materially significant transactions with related parties which were in 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.

24. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards, namely Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

25. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and believes that sound governance practices are essential for sustainable business growth and the enhancement of stakeholder value. The Companys governance framework is founded on the principles of integrity, transparency, accountability, ethical business conduct and compliance with applicable laws and regulations.

The Company continues to adopt appropriate governance practices through an effective and accountable Board, robust internal control systems, transparent disclosures and well-defined policies and procedures. As on March 31, 2026, the provisions relating to Corporate Governance specified under

Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2), and Paras C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company pursuant to Regulation 15(2)(b) of the said Regulations. Corporate Governance Report and Compliance Certificate are not applicable.

The Company shall comply with the applicable Corporate Governance requirements within the time prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, upon such provisions becoming applicable.

26. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Code of Conduct and Ethics ("the Code") applicable to all members of the Board of Directors and Senior Management

Personnel. The Code reflects the Companys commitment to ethical business practices, integrity, transparency and compliance with applicable laws and regulations.

The Code is also applicable to all employees of the Company to promote the highest standards of professional conduct and ethical behavior across the organization.

All the Directors and Senior Management Personnel have affirmed compliance with the Code for the Financial Year ended March 31, 2026.

27. 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. The CSR Policy is available on the Companys website at https://www.sweetdreams.in/ pages/policies

28. COMPANYS POLICIES

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle Blower Policy to provide Directors, employees and other stakeholders, wherever applicable, with an avenue to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices.

The Vigil Mechanism provides for adequate safeguards against victimization of whistle blowers and ensures that genuine concerns are addressed in a fair and transparent manner. The Policy also provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the Financial Year 2025-26, no complaints were received under the Vigil Mechanism/Whistle Blower Policy. Further, there were no complaints pending either at the beginning or at the end of the financial year.

Policy is available on the Companys website at https://www.sweetdreams.in/pages/policies.

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. Policy is available on the Companys website at https://www.sweetdreams.in/pages/policies.

Policy for Determining Materiality of Litigation

Considering the nature and scale of the Companys operations, the Company has adopted a Policy for Determining Materiality of Litigation involving the Company, its Directors, Promoters and Group Companies. The Policy provides the framework and criteria for determining the materiality of pending or threatened legal proceedings and ensures appropriate identification, evaluation and disclosure of material litigations in accordance with the applicable provisions of law and regulatory requirements. Policy is available on the Companys website at https://www. sweetdreams.in/pages/policies.

Risk Management and Internal Financial Control

TheManagementmetperiodicallyforidentifying, 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 Board periodically reviews key business risks and mitigation measures.

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. Based on the assessment carried out, the Board is of the opinion that the internal financial controls with reference to financial statements are adequate and operating effectively.

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 www.sweetdreams.in

Sexual Harassment Policy

Pursuant to the 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 ("POSH Act"), the Company is committed to providing and maintaining a safe, secure, inclusive and harassment-free workplace for all its employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace and has constituted an Internal Committee ("IC") in accordance with the provisions of the POSH Act and the Rules made thereunder. The Policy provides a robust framework for prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace and ensures fair, impartial and timely resolution of complaints while maintaining strict confidentiality throughout the process. Policy is available on the Companys website at https:// www.sweetdreams.in/pages/policies.

The Company continues to conduct awareness and sensitization programmes to promote a respectful and gender-sensitive work environment and to ensure compliance with the provisions of the POSH Act.

The details of complaints received and disposed of during the Financial Year 2025-26 are 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 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.

29. 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.

30. 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 Companies Act, 2013. The details of investments, as required under the provisions of section 186 of the Companies Act, 2013 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. 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.

31. 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 parties 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:

Particulars	Amount in Lakhs ( )
Foreign Exchange Inflow	89.96
Foreign Exchange Expenditure	15.32

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

32. 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 V" 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.

33. 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, 2026.

34. 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, 2026, which required to be transferred to the IEPF.

35. 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.

36. THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security,

2020. 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.

37. PREVENTION OF INSIDER TRADING

The Company is committed to maintaining the highest standards of transparency, integrity and fairness in the conduct of its business and in the handling of Unpublished Price Sensitive Information ("UPSI").

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("PIT Regulations"), the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives, as well as a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in compliance with the PIT Regulations.

The Company has also established appropriate internal controls and procedures to monitor the handling and dissemination of UPSI and maintains a Structured Digital Database in accordance with the requirements of the PIT Regulations. The Company regularly sensitizes its Designated Persons regarding their obligations under the PIT Regulations and the Code of Conduct to ensure compliance with the applicable regulatory framework.

No violation of the Code of Conduct was reported during the year.

38. DISCLOSURE REQUIREMENTS

Pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Board confirms the following:

A. Cost Records and Cost Audit

The provisions relating to maintenance of cost records and conduct of cost audit under Section 148(1) of the Companies Act, 2013 are not applicable to the Companys business activities.

B. Material Changes and Commitments

Except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year under review and the date of this Report.

C. Voting Rights in Respect of Shares Issued under

Employee Benefit Schemes

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

D. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any fraud under Section 143(12) of the Companies Act, 2013.

E. Change in the Nature of Business

There was no change in the nature of the business of the Company during the Financial Year 2025-26.

F. Proceedings under the Insolvency and Bankruptcy Code, 2016

No application or proceeding was initiated or was pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. However, an appeal filed by an Operational Creditor before the

Honble National Company Law Appellate Tribunal ("NCLAT") against the order passed by the Honble National Company Law Tribunal ("NCLT") is pending for adjudication.

G. One-Time Settlement

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

H. Significant and Material Orders

No significant or by any regulator, court or tribunal which would impact the going concern status of the Company or its future operations.

I. Issue of Shares with Differential Rights

During the year under review, the Company did not issue any equity shares carrying differential rights as to dividend, voting or otherwise.

J. Employee Stock Option Scheme

During the year under review, the Company Granted equity shares to eligible employees pursuant to the ESOP Plan 2025. The disclosures as required under the applicable provisions of the Companies Act, 2013 and the SEBI (Share

Based Employee Benefits and Sweat Equity)

Regulations, 2021 form part of this Annual Report.

K. Secretarial Standards

The Company has devised adequate systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"), and such systems were operating effectively during the year under review.

L. Related Party Transactions

Disclosures relating to Related Party Transactions, as required under the applicable Accounting Standards and the Companies Act, 2013, are provided in the Notes to the Standalone Financial Statements forming part of this Annual Report. orders were passed

39. ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation and gratitude to the Companys customers, shareholders, investors, bankers, financial institutions, business associates, suppliers, vendors, regulatory authorities and all other stakeholders for their continued trust, confidence and support extended to the

Company.

The Board also places on record its appreciation for the dedication, commitment and valuable contribution of the Companys employees at all levels, whose continued efforts have significantly contributed to the Companys performance during the year.

The Directors look forward to the continued support and cooperation of all stakeholders in the Companys pursuit of sustainable growth and long-term value creation.

For and on behalf of the Board of Directors of
S D RETAIL LIMITED
HITESH PRAVINCHANDRA RUPARELIA	UTPALBHAI PRAVINCHANDRA RUPARELIA
CHAIRMAN CUM MANAGING DIRECTOR	MANAGING DIRECTOR	AHMEDABAD
DIN: 00490790	DIN: 00300525	August 22, 2026