SS Retail Ltd Directors Report

DIRECTORS REPORT

To,

The Members SS RETAIL LIMITED

(Formerly Known as **SS Retail Private Limited " & SS Communication & Sendees Private Limited)

Your directors are pleased to present the Boards Report of the Company together with the Audited Financial Statements and the Auditors Report of your Company for the financial year ended. 31" March, 2026.

1. STANDALONE FINANCIAL PERFORMANCE

The summarized results of the company are as follows:

	(Amount in Millions)
Particulars	31st March, 2026	31st March 2025
Revenue from operations	23.342.55	15.979.31
Other Income	22.39	20.29
Total Revenue	23,364.94	15,999.60
Operating Expenses	21,524.91	14,744.62
Change in Inventories	(1.012.83)	(696.58)
Employee Benefit Expenses	384.06	247.72
Finance Cost	163.71	126.85
Depreciation and Amortisation	286.59	168.98
Other Expense	1,178.27	879.13
Total Expenditure	22,524.71	15,470.72
Net Profit before extra-ordinary items & Tax	840.23	528.88
Extra Ordinary items	-
Profit before Tax	840.23	528.88
Deferred Tax	2.55	(12.24)
Tax related to earlier years	(0.56)	-
Current Tax	220.00	142.50
Net Profit after Tax	618.24	398.63

•previous year figures have been regrouped/rearranged wherever necessary.

2. CONSOLIDATED FINANCIAL PERFORMANCE

Particulars	31st March, 2026	31st March 2025
Revenue from operations	23,510.31	15,979.31
Other Income	18.23	20.30
Total Revenue	23,528.54	15,999.61
Operating Expenses	21,741.13	14,744.62
Change in Inventories	(1.094.97)	(696.58)
Employee Benefit Expenses	407.72	247.72
Finance Cost	164.68	126.85
Depreciation and Amortisation	290.53	168.98
Other Expense	1,204.71	879.14
Total Expenditure	22,713.80	15,470.73
Net Profit before extra-ordinary items & Tax	814.74	528.88
Extra Ordinary items	-	-
Profit before Tax	814.74	528.88
Deferred Tax	2.25	(12.23)
Tax related to earlier years	(0.56)	-
Current Tax	220.00	142.50
Net Profit after Tax	593.05	398.63

3. SUMMARY OF OPERATIONS

On standalone basis, during the year, the revenue front operations of the company is Rs. 23,342.55 million as compared to Rs. 15,979.31 million in previous year. Net Profit of the Company is Rs. 618.24 million as compared to Rs. 398.63 million of previous year.

4. BUSINESS REVIEW/STATE OF THE COMPANYS AFFAIRS

The year 2025-26 proved to be a pivotal year for the Company, with outstanding operational results despite the challenges in the external environment. During the year, the Company further strengthened its operations through the implementation of a robust and responsive online platform, enhancing customer experience and operational efficiency. These strategic initiatives contributed to substantial business growth and improved profitability during the year.

During the period under review, the Company initiated the process for its Initial Public Offering ("IPO") and filed the Draff Red Herring Prospectus ("DRHP") with the Securities and Exchange Board of India ("SEBI"). The proposed IPO comprises a combination of a Fresh Issue of Equity Shares and an Offer for Sale ("OFS") by the existing selling shareholders* aggregating up to ^5.000.00 million.

Subsequently, the Company received the requisite approvals in respect of the DRHP from the Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE"), and the National Stock Exchange of India Limited ("NSE"). paving the way for the proposed IPO process. The proposed IPO is subject to applicable regulatory approvals, market conditions and other customary conditions, as may be applicable.

5. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

During the financial year under review, the Company have made investments in M/s. Nexora Smart Tech Private Limited and M/s Olineo Nexus India Private limited thereby becoming its subsidiary companies. The performance of these entities has been considered while preparing the Consolidated Financial Statements. The management continuously monitors the business performance of these entities with a view to enhancing long-term shareholder value. There are no other Joint Venture or Associate Companies of our Company during the year under review.

6. STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SLBS1D1ARIES.

Provisions of the Sub-section (3) of section 129 of the Act. is applicable hence salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is provided in form AOC-1.

7. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 2025-2026.

8. RESERVES

The Company has not transferred any amount to the General Reserve of the Company.

9. DIVIDEND

To conserve financial resources, the Board of directors does not recommend any dividend on Equity Shares.

10. DETAILS OF BOARD MEETINGS

Following is the Board of Directors of the Company at the end of the year:

Sr. No. Name	Designation	DIN
1. Siddharth Gunvant Shah	Managing Director	07530121
2. Deepa Siddharth Shah	Whole-time director	07530117
3. Harshal Kishor Parekli	Whole-time director	07530119
4. Sagar Sukumar Patil	Whole-time director	05331397
5. Ajay Sharma	Director	07676029
6. Asit Chimanlal Mehta	Director	00169048
7. Anupama Wagh Koppar	Director	11218295
8. Abhishek Ashok Adke	Director	11239718

During the year. Fifteen (15) Board meetings were held, details of which are given below:

Sr. No.	Date of Board Meeting	Directors as on Meeting date	Directors Present
1.	10.04.2025	8	8
2.	02.06.2025	8	8
3.	10.06.2025	8	8
4.	13.06.2025	8	8
5.	21.06.2025	8	8
6.	14.07.2025	8	8
7.	17.07.2025	8	8
8.	18.07.2025	4	4
9.	18.08.2025	4	4
10.	29.08.2025	4	4
11.	05.09.2025	4	4
12.	27.10.2025	6	6
13.	29.11.2025	8	8
14.	23.12.2025	7	6
15.	27.12.2025	8	8

Attendence of the directors in the meeting

Sr. No.	Date of Board Meeting	Minal Gunwant Shah	Narendra Shantikumar Firodia	A jay Sharma	Asit Chimanlal Mehta	Anupama Wagh Koppar	Abhishek Ashok Adke	Yashsvant Patil
i	10.04.2025	P	P	-	-	-	-	-
2	02.06.2025	P	P	-	-	-	-	-
3	10.06.2025	P	P	-	-	-	-	-
4	13.06.2025	P	P	-	-	-	-	-
5	21.06.2025	P	P	-	-	-	-	-
6	14.07.2025	P	P	-	-	-	-	-
7	17.07.2025	P	P	-	-	-	-	-
8	18.07.2025	-	-	-	-	-	-	-
9	18.08.2025	-	-	-	-	-	-	-
10	29.08.2025	-	-	-	-	-	-	-
11	05.09.2025	-	-	-	-	-	-	-
12	27.10.2025	-	-	-	P	-	-	P
13	29.11.2025	-	-	P	P	P	-	_P
14	23.12.2025	-	-	P	P	A	-	-
15	27.12.2025	-	-	P	P	P	P	-

 

Sr. No.	Date of Board Meeting	Siddharth Gunvant Shah	Deepa Siddharth Shah	Harshal Kish or Parekh	Sagar Sukumar Patil	Bhavini Harshal Parekh	Gunsvant AnantShah
i	10.04.2025	P	P	P	P	P	P
2	02.06.2025	P	P	P	P	P	P
3	10.06.2025	P	P	P	P	P	P
4	13.06.2025	P	P	P	P	P	P
5	21.06.2025	P	P	P	P	P	P
6	14.07.2025	P	P	P	P	P	P
7	17.07.2025	P	P	P	P	P	P
8	18.07.2025	P	P	P	P	-	-
9	18.08.2025	P	P	P	P	-	-
10	29.08.2025	P	P	P	P	-	-
11	05.09.2025	P	P	P	P	-	-
12	27.10.2025	P	P	P	P	-	-
13	29.11.2025	P	P	P	P	-	-
14	23.12.2025	P	P	P	P	-	-
15	27.12.2025	P	P	P	P	-	-

9. INDEPENDENT DIRECTORS COMMITTEE

	Composition of Independent directors committee
SL No.	Name of Director	Designation/ Nature of Directorship	Number of meetings	Number Members attended the meeting during year
1	Asit C. Mehta	Chairman	1	1
2	Ajay Sharma	Member	1	1
3	Abhishek Ashok Adke	Member	1	1
4	Anupama Wagli Koppar	Member	1	1

Tlie Independent Directors of the Company meet separately, without the attendance of Non- Independent Directors and members of the management, to review the performance of Non- Independent Directors, the Board as a whole and the performance of the Chairman of the Company.

The Independent Directors also assess the quality, quantity and timeliness of the flow of information between the management of the Company and the Board to effectively and reasonably perform their duties.

During the year under review, one meeting of the Independent Directors Committee was held on 23,d March. 2026.

10. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted Nomination and Remuneration Committee and also approved the Nomination and Remuneration Policy which inter-alia contains appointment criteria, qualifications, positive attributes and independence of Directors, removal retirement and remuneration of Directors. Key Managerial Personnel (KMP) and Senior Management Personnel of the Company.

	Composition of Nomination and Remuneration Committee
SL No.	Name of Director	Designation	Number of meetings	Number Members attended the meeting during year
1	Anupama Wagli Koppar	Chairperson	1	1
2	Siddliarth Gunvant Shah	Member	1	1
	As it C. Mehta	Member	1	1

During the year under review, one meeting of the Nomination and Remuneration Committee was held on 23rd December. 2025.

11. STAKEHOLDERS RELATIONSHIP COMMITTEE

	Composition of Stakeholders Relationship Committee
SI. No.	Name ot Director	Designation/ Nature of Directorship	Number of meetings	Number Members attended the meeting during year
i	[Ajay Sharma	Chairman	Not Applicable	Not Applicable
2	Harshal Kishor Parekli	Member	Not Applicable	Not Applicable
3	Sagar Sukumar Patil	Member	Not Applicable	Not Applicable

The Board of Directors of the Company has constituted the Stakeholders* Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act. 2013 and other applicable laws, if any. The Committee is responsible for addressing the grievances of security holders, including issues relating to transfer/transmission of shares, non-receipt of dividends, annual reports, and other investor-related matters. The Committee also oversees measures to strengthen investor relations and ensure prompt and efficient servicing of stakeholders.

12. AIDIT COMMITTEE

		Composition of Audit Committee
Si. No.		Name of Director		Designation		Number of meetings		Number Members attended the meeting during year
1		Asit C. Mehta		Chairman		2		w. a
2		Harshal Kishor Parekli -		Member		2		2
3	Abhishek Ashok Adke -		Member		2		2

The Board of Directors of the Company has constituted the Audit Committee in accordance with the provisions of the Companies Act. 2013 and other applicable laws, if any. The composition of the Committee is in conformity with the applicable statutory requirements.

The Audit Committee oversees the financial reporting process, reviews the adequacy of internal control systems and internal audit functions, monitors the audit process and ensures compliance with applicable legal and regulatory requirements. The Committee also reviews related party transactions and reconunends the appointment and remuneration of the Statutory Auditors of the Company.

During the year under review, two meetings of the Audit Committee were held on 27* October 2025 and 27* December 2025. The meetings were convened and conducted in compliance with the applicable provisions of the Companies Act, 2013 and the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

13. RISK MANAGEMENT COMMITTEE

	Composition of Risk Management Committee
SI. No.	Name of Director	Designation/ Nature of Directorship	Number of meetings	Number Members attended the meeting during year
1	Ajay Sharma	Chairman	Not Applicable	Not Applicable
2	Siddharth Gunvant Shah	Member	Not Applicable	Not Applicable
3	Sagar Sukumar Patil	Member	Not Applicable	Not Applicable

The Board of Directors of the Company has constituted the Risk Management Committee in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws, if any. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring the effectiveness of the risk management framework of the Company.

The Committee assists the Board in identifying, evaluating and mitigating various business risks and ensures that appropriate risk management systems and processes are in place to safeguard the interests of the Company and its stakeholders.

14. MEETINGS OF THE MEMBERS

During the year under review, the Company convened a total of six (6) Shareholders Meetings comprising one Annual General Meeting ("AGM") and five Extraordinary General Meetings ("EGMs"). The details of the meetings held are as under:

Sr. No	Type of Meeting	Date of Meeting
1	Annual General Meeting	30.09.2025
2	Extraordinary General Meeting	29.05.2025
3	Extraordinary General Meeting	19.08.2025
4	Extraordinary General Meeting	04.09.2025
5	Extraordinary General Meeting	08.12.2025
6	Extraordinary General Meeting	24.12.2025

15. PARTICl LARS OF LOANS. GUARANTEES OR INVESTMENTS MADE l NDER SECTION 186 OF THE COMPANIES ACT. 2013

During the financial year ended March 31. 2026, the Company has made investments in subsidiary companies in compliance with the provisions of Section 186 of the Companies Act, 2013.

The details of investments made by the Company are as under:

Particulars	Amount (Rs. in million) whether in
Investment in Olineo Nexus India Private Limited (51.04%)	118.17
Investment in Nexora Smart Tech Private Limited (70%)	0.35

The Company has not provided any guarantees or securities covered under Section 186 of the companies Act, 2013 during the year.

Further details of the investments made are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

16. SHARE CAPITAL

As on 31" March. 2026. the issued, subscribed, and paid-up share capital of the Company stood at Rs. 658.64 million comprising 6,58,63,500 Equity shares of Rs. 10/- each.

17. MATERIAL CHANGES AND C OMMITMENTS AFFEC TING THE FINANC IAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANC IAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

18. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were No one time settlement of Loans taken from Banks and Financial institutions.

19. ANNEAL RETCRN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31* March, 2026 is available on the website of the company at www.ssmobile.com.

20. RELATED PARTY TRANSACTIONS

Details of transactions entered into with the related parties in form AOC-2 are enclosed as Annexure I

21. CORPORATE SOCIAL RESPONSIBILITY

	Composition of CSR Committee
St. No.	Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of CSR meetings attended during year
1	Siddharth Gunwant Shah	Managing Director & Chairman	1	1
2	Deepa Siddharth Shah	Whole-time Director	1	1
3	Asit C. Mehta	Independent Director	1	1

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, every company is required to chalk out a plan and spend 2% of the net profits of the Company towards

Corporate Social Responsibility (CSR) activities. The Board has laid down a policy on Corporate Social Responsibility (CSR). and the CSR activities of the Company are carried out as per the recommendations and instructions of the Committee. During the financial year 2025-26. the meeting of the CSR Committee was held on 5th September. 2025.

During the year, the Company has spent on CSR activities through various trusts which are involved in various activities. The details of the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules. 2014 are given in the Annexure forming part of this Report (Refer Armexure-2).

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act. 2013 the Board hereby submits its responsibility Statement:

a) In the preparation of the annual accounts, for the year ended March 31, 2026. the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departure.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) The Directors 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) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

23. STATITORV AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

At the Annual General Meeting held on 30th September. 2025, M/s. Manek & Associates. Chartered Accountants, having Firm Registration No. 0126679W and office at Flat 102. 47 Avenue. Prarthana Samaj Road. Vile Parle East. Mumbai 400057, were appointed as the Statutory Auditors of the

Company, to hold office from the conclusion of conclusion of the Annual General Meeting to be held in the financial year 2030-31.

The report of M/s. Manek & Associates on the financial statements for the financial year ended 31st March. 2026, does not contain any qualification, reservation, adverse remark, or disclaimer requiring comments from the Board.

24. SECRETARIAL AUDITORS REPORT:

The Secretarial Auditor, Snehal Shah & Associates, Practising Company Secretary, has issued Secretarial Audit Report (Form MR-3) for the year ended 31* March. 2026 pursuant to Section 204 of the Companies Act,2013 which is annexed to Directors* Report (Refer Annexure- 3). The report is self-explanatory.

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by *The Institute of Company Secretaries of India* and such systems are adequate and operating effectively.

25. DETAILS OF FRAlD REPORTED BY AUDITORS

As per Auditors Report, no fraud under section 143(12) of Companies Act, 2013 is reported by Auditor.

26. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Company has adequate internal financial controls commensurate with the size and nature of its business.

Further, in accordance with the provisions of Section 138 of the Companies Act. 2013 and Rule 13 of the Companies (Accounts) Rules, 2014. the Board has appointed M/s. Abhiram Dixit and Associates. Chartered Accountants, as Internal Auditor of the Company for the financial year 2025-26.

The Internal Auditor periodically reviews the operations and internal controls, and the findings and suggestions are placed before the Audit Committee / Board for necessary actions.

27. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets, your Company continuously invests in attraction, retention and development of talent on an ongoing basis, your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

28. RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy in accordance with applicable provisions of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable. The Risk Management Policy was approved by the Board of Directors at its meeting held on 5th September, 2025. The Policy aims to identity, assess, monitor, and mitigate key risks that may impact the business operations of the Company.

The Company has established a structured framework for managing risks, which includes periodic review of risk factors and implementation of appropriate mitigation measures. The Board and management are responsible for overseeing the effectiveness of the risk management system and ensuring that adequate internal controls are in place to address identified risks.

29. C HANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (K.MP)

During the financial year under review, the following changes took place in the composition of the Board of Directors and the Key Managerial Personnel ("KMP") of the Company:

Sr. No.	Name of Director		Designation of KMP	Change in Designation	Date of Change in designation
1	Bhavini Harshal Parekh (DIN: 07530114)		Director	Resignation	17/07/2025
2	Gunvant Anant Shah (DIN: 08201215)		Director	Resignation	17/07/2025
3	Minal Gunwant Shah (DIN: 08201217)		Director	Resignation	17/07/2025
4	Narendra Shantikumar Firodia (DIN: 01476810)		Director	Resignation	17/07/2025
5	Yashwant Shankrrao Patil Thorat (DIN: 00135258)		Independent Director	Appointment	05/09/2025
6	Yashwant Shankrrao Patil Thorat (DIN: 00135258)		Independent Director	Resignation	23/12/2025
7		Abhishek Ashok Adke (DIN: 11239718)	Independent Director	Appointment	23/12/2025
8		Ajay Sharma (DIN: 07676029)	Independent Director	Appointment	05/09/2025
9		Anupama Wagh Koppar (DIN:I1218295)	Independent Director	Appointment	05/09/2025
10		Asit Chimanlal Mehta (DIN: 00169048)	Independent Director	Appointment	05/09/2025
11		Sagar Sukumar Patil (DIN:05331397)	Whole-time Director	Change in Designation	05/09/2025
12		Nit in Kumar Jain	Chief Executive Officer (CEO)	Appointment	05/09/2025
13		Rajneesh Gulati	Chief Financial Officer (CFO)	Appointment	05/09/2025
14		Kishor Hupare	Company Secretary and Compliance Officer	Change in Designation	05/09/2025

Except for the changes mentioned above, there were no other changes in the Directors and Key Managerial Personnel of the Company during the year under review.

30. TRANSFER OF AMOUNTS TO INVESTOR EDI CATION AND PROTECTION FIND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

31. MAINTENANCE OF COST RECORDS

The provision of maintenance of Cost records as per section 148 is not applicable to the Company.

32. APPLICABILITY OF SECRETARIAL STANDARD

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India to the extent possible.

33. ORDERS PASSED BY THE REGULATORS OR COl RTS

There are no significant orders passed by the regulator or courts or tribunals against the Company impacting its status as going concern and on its operations.

34. PREVENTION OF SEXUAL HARASSMENT

The Company is committed to a safe, inclusive workplace where everyone feels respected and empowered. In line with the POSH Act, it has adopted an anti-sexual harassment policy and constituted an Internal Committee. No complaints, including those related to sexual harassment, were received during the year under review.

35. MATERNITY BENEFIT PROVIDED BY THE C OMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it lias followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and postmaternity support like nursing breaks and flexible work options.

36. FIXED DEPOSITS

Your Company has not accepted any deposits, covered under Chapter V of the Act and hence no details pursuant to Rule 8 of the Companies (Accounts) Rules. 2014 are reported.

37. PARTICI LARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable, however there was no employee in receipt of remuneration exceeding the limits prescribed under the said Rules during the financial year under review.

38. DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy measures taken and impact thereof:

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy efficient devices and by purchasing energy-efficient equipment.

Technology Absorption measures:

(i) the efforts made towards Technology Absorption
(ii) [the benefits derivedlike product improvement, cost reduction. product development or import substitution
iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
(a) the details of techno logy imported
(b) the year of import; (c) whether the technology been fully absorbed
(d) if not Hilly absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) he expenditure incurred on Research and Development

Foreign exchange earnings and Outgo Foreign Exchange Earnings : NIL Foreign Exchange Outgo : Rs. 2.39 million

39- DETAILS-OF-APPLICATION MADE OR PROCEEDING PENDING INDFR INSOLVENCY AND BANKRl PTACV CODE 2016

During the financial year under review, there were No application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

40. COMPOUNDING APPLICATION UNDER THF. COMPANIES ACT. 2013

During the year under review, the Company lias filed compounding/adjudication applications in respect of certain non-compliances, as detailed below:

1. The Company has. on a suo motu basis, filed an application for adjudication of penalties under Section 454 of the Companies Act. 2013 before the Registrar of Companies ("ROC") in respect of non-compliance with the provisions of Section 90 of the Companies Act, 2013 relating to the maintenance of the register of Significant Beneficial Owners in Form BEN-3 and issuance of notice in Form BEN-4 to Mr. Narendra Shantikumar Firodia.

The Company has requested the Registrar of Companies to adjudicate the matter in accordance with the provisions of Section 454 of the Companies Act. 2013. The application is currently pending before the Registrar of Companies for adjudication.

2. The Company has, on a suo motu basis, filed an application for adjudication of penalties under Section 454 of the Companies Act. 2013 before the Registrar of Companies ("ROC") in respect of non-compliance with the provisions of Section 138 of the Companies Act, 2013 relating to the appointment of an Internal Auditor.

The Company has requested the Registrar of Companies to adjudicate the matter in accordance with Section 454 of the Companies Act, 2013. The adjudication application is presently pending before the Registrar of Companies.

3. The Company has filed a suo-moto compounding application under Section 403 of the Companies Act, 2013 for rectification ofFormDIR-12 filed on December 25.2025. vide SRN: AC0435504. The said application has been approved by ROC. Pune pending for adjudication order.

Further, the Company has taken corrective steps by filing Form GNL-1 with the Ministry of Corporate Affairs ("MCA") for rectification of the said non-compliance.

41. WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy (Vigil Mechanism) in accordance with applicable provisions of the Companies Act, 2013. The Policy provides a mechanism for directors, employees, and other stakeholders to report genuine concerns regarding unethical beheaviour. actual or suspected fraud, or violations of the Companys Code of Conduct, while ensuring adequate safeguards against victimization. The Whistle Blower Policy (Vigil Mechanism Policy) is available on the Companys website at Whistle Blower Policy (Vigil Mechanism Policy).

During the year under review, no complaints were received under the Whistle Blower Policy.

42. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels. Bankers. Authorities, associated persons and the Board of Directors who have contributed to the growth and performance of the Company.

For and on behair of the Board SS RETAIL LIMITED

(Formerly Known as SS Retail Private Limited & SS Communication & Services Private Limited)

Chairman & Managing Director

Siddharth Gunvant Shah

DIN-07530121

Address: Near Tower Garden. 126 Pallavi,

Ruikar Colony, Kolhapur 416005

Date: 24th July, 2026

Place: Kolhapur.