Baazar Style Retail Ltd

Dear Shareholders,

Your Directors have pleasure in presenting the 11^th Annual Report together with the Audited Financial Statements of Baazar Style Retail Limited (the "Company") for the Financial Year ended March 31 2024.

FINANCIAL RESULTS

The salient features of the Financial Statements of the Company for the year under review are as follows:

FINANCIAL PERFORMANCE

Standalone Financials

The Revenue from operation of the Company for the current financial year has increased by 23.45 % to 97,265.34 Lakhs from 78,790.27 Lakhs in the previous financial year. The Operating Profits (EBIDTA) has increased by 40.93% to 15,216.64 Lakhs in the current financial year from 10,796.95 Lakhs in the previous financial year. The Company has witnessed increase in its Net Profit (PAT) by 330.97 % to 2,198.71 Lakhs in the current financial year from 510.17 Lakhs in the previous financial year.

Consolidated Financials

During the year under review, your Company earned consolidated total revenue of 97,288.20 Lakhs and Profit After Tax (PAT) stood at 2,921.99 Lakhs for the year under review.

GENERAL REVIEW & STATE OF COMPANY'S AFFAIRS

Your company is in the business of retail sale of readymade garments, accessories and home d?cor items by setting up retail stores based on a cluster expansion model under the brand name "Style Baazar" and "Express Baazar". By focusing on Tier 2, Tier 3, and Tier 4 cities and towns, the company is tapping into the growing consumer market that is often underserved by larger retail chains. This strategic presence in nine states allows for a diverse customer base and the opportunity to cater to regional preferences in fashion and home d?cor.

As of March 31, 2024, the company boasts a strong presence across 9 states in India, including West Bengal, Odisha, Assam, Bihar, Jharkhand, Uttar Pradesh, Andhra Pradesh, Chhattisgarh, and Tripura. This geographical spread allows the company to cater to a diverse customer base, tapping into the unique market dynamics of each region. As of March 31, 2024, with a robust presence across 9 states and a network of 162 retail stores, your company has established a significant footprint in the Indian retail sector. This cluster expansion model allows for a concentrated growth strategy, leveraging the regional familiarity and customer loyalty to expand further. This expansive presence underscores the company's commitment to making value fashion and home d?cor accessible to a wider demographic, beyond the metropolitan hubs.

The total retail space saw an impressive surge, expanding from approximately 12.5 lakh sq. ft. in the previous fiscal year to an 14.64 lakhs in FY 2023-24. This expansion has been pivotal in accommodating the growing inventory needs and providing customers with a spacious and comfortable shopping experience, thereby contributing to the company's enhanced performance.

During the year under review, around 1 lakh sq. ft. was operational and an additional 1.75 lakh sq. ft. slated to become operational in FY 2024-25, these state-of-the-art warehouses are set to further streamline the company's logistics and supply chain, while support its growing network of retail stores.

The fiscal year 2023-24 marked a historic moment for the company as it achieved an unprecedented turnover, close to the 1000 Cr. milestone. This financial success is reflective of the company's operational excellence and its ability to attract and retain a broad customer base through its cluster expansion strategy.

The expansion has had a direct and positive impact on sales and the customer base. By establishing a presence in new territories, the company has tapped into previously unexplored markets, attracting a diverse range of customers and fulfilling the demand for quality readymade garments, accessories, and home d?cor items. The increase in retail space has also allowed for a wider product range and a more extensive inventory, which in turn has led to higher sales volumes and an enhanced customer shopping experience.

The company's commitment to employment generation is evident through its staffing of approximately 3,000 employees, including those at its expanding number of stores. This strategy not only contributes to local job markets but also aligns with the company's core values of employee welfare and wellbeing.

The introduction of a revamped Human Resources (HR) Policy reflects a dedication to creating an employee-friendly work environment. This is further supported by the provision of group medical insurance schemes tailored to employee needs, ensuring a comprehensive approach to staff welfare.

At the helm, the company has assembled a team of highly competent professionals with extensive industry experience, particularly in senior management roles. This strategic move is intended to steer the organization towards achieving its long-term goals and objectives.

To foster a sense of community and connection among its workforce, the company has also introduced a monthly newsletter. This initiative serves as a platform for communication, engagement, and fostering a shared sense of purpose among employees, further enhancing the company's inclusive culture.

During the year under review the company has also filed a Draft Red-herring Prospectus dated March 15, 2024 with the Securities and Exchange Board of India in accordance with the SEBI (Issuance of Capital and Disclosure Requirements) Regulation, 2018. Falling in line with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the company has made changes to the Composition of Board of Directors and Audit committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee of the Board. Further a Risk Management Committee and Stakeholders Relationship Committee has been newly constituted during the year under review. Furthermore, your company has adopted the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as far as practicable and, is complying with the said regulations, on an ongoing basis, as and when they become applicable and/or practicable for the company.

Looking ahead, the company is poised for continued growth. The upcoming operationalization of additional warehousing space will further bolster the supply chain, ensuring that the increasing number of retail stores are well-stocked to meet customer demand. The company's commitment to expanding its retail presence, coupled with its focus on operational efficiency and customer satisfaction, positions it favorably for sustained success in the competitive retail landscape.

In conclusion, the strategic cluster expansion model adopted by Style Baazar has proven to be highly effective, driving significant growth in retail space, sales, and customer base. The company's forward-thinking approach and investment in infrastructure underscore its dedication to long-term growth and market leadership. With a solid foundation in place, the future looks bright for Style Baazar and Express Baazar as they continue to redefine the retail experience for customers across India.

DIVIDEND

In order to fund the growth plans of the company, your Board of Directors have not recommended any dividend for the year ended on March 31, 2024.

Dividend Distribution Policy

The company, during the year under review has adopted a Dividend Distribution Policy pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which was approved by the Board of Directors in its meeting dated February 04, 2024. The policy can be viewed on the website of the company at www.stylebaazar.in and the link of the same has been provided below in this report.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves, for the year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the business of value retail of fashion and lifestyle products via its retail stores. During the year under review, there has been no change in business of the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company incorporated a wholly owned subsidiary ("WOS") namely Konnect Style Retail Private Limited on May 13, 2023. The main object of the Company is to carryout commercial business of retailing through e-commerce, m-commerce, internet or intranet or any other communication media. The Statement in Form AOC-1 containing the salient features of the financial statements of your Company's Subsidiary Companies pursuant to the proviso to Section 129(3) of the Companies Act 2013 ('Act') read with Rule 5 of the Companies (Accounts) Rules 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the Rules above, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordance with the Indian Accounting Standards, Consolidated Financial Statements prepared by your Company include financial information of its Subsidiary Companies as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the annual accounts which have been placed on the website of your Company www.stylebaazar.in. Further, the contribution of above-mentioned subsidiary companies to the overall performance of the Company are provided in the Consolidated Financial Statements forming part of this report.

Financial highlights of Konnect Style Retail Private Limited, a Wholly Owned Subsidiary

The FY 2023-24 was first year of its operation. During the year under review, the revenue from operation was

22.86 lakhs whereas profit after tax was (4.44) lakhs.

SHARE CAPITAL

Authorised Share Capital

During the year under Review the face value of the Share Capital of the company was sub-divided from equity shares of 10/- (Rupees Ten Only) each to equity shares of 5/- (Rupees Five Only) each which was approved by an ordinary resolution passed at the 10^th Annual General Meeting of the company held on August 25, 2023. Thus, as on March 31, 2024, the Authorised Share Capital of the company stood at 50,00,00,000/- (Rupees Fifty Crore Only) divided into 10,00,00,000 (Ten Crore Only) equity shares of 5/- (Rupees Five Only) each as opposed to

50,00,00,000 (Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore only) equity shares of 10/- (Rupees Ten only) at the end of March 31, 2023.

Change in paid up Share Capital

During the year under review, the company has not allotted any equity shares to any new or existing shareholders. The Paid-up Equity Share Capital of the Company stood at 34,92,74,470 (Rupees Thirty Four Crore Ninety Two Lakh Seventy Four Thousand Four Hundred and Seventy only) as on 31^st March 2024 consisting of 6,98,54,894 (Six Crore Ninety Eighty Lakh Fifty Four Thousand Eight Hundred and Ninety Four only) equity shares of 5/- each.

During the year under review, the Company has not issued or made allotment of shares with differential voting rights or granted any stock options or sweat equity shares or instruments convertible into equity shares of the Company.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended.

KEY MANAGERIAL PERSONNEL AND DIRECTORS

Appointment of Whole-Time Directors

Based on recommendation of Nomination & Remuneration Committee, the Board of Directors vide their meeting held on February 4, 2024, appointed Mr. Pradeep Kumar Agarwal (DIN: 02195697), Mr. Rohit Kedia (DIN: 06562024) and Mr. Bhagwan Prasad (DIN: 01228213) as Whole-Time Directors of the Company for a period of 3 (three) years, with effect from February 4, 2024. Further, the members of the company at an Extra -Ordinary General meeting held on February 26 2024, had approved by way of special resolution the appointment of Mr. Pradeep Kumar Agarwal (DIN: 02195697), Mr. Rohit Kedia (DIN: 06562024) and Mr. Bhagwan Prasad (DIN: 01228213) as Whole-Time Directors of the Company.

Appointment of Independent Directors

Based on recommendation of Nomination & Remuneration Committee the Board of Directors vide their meeting held on February 4, 2024, appointed Mrs. Richa Manoj Goyal (DIN: 00159889), Mr. Prashant Singhania (DIN: 08538079), Mr. Saurabh Mittal (DIN: 10471748), and Mr. Rishabh Narendra Jain (DIN: 10480325) as Additional Independent Directors of the Company for a period of 5 (five) years, with effect from February 4 2024. Further, in order to be compliant by the provisions of the Securities Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as SEBI (LODR) Regulations, 2015) the members of the company at an Extra -Ordinary General meeting held on February 26 2024, had approved by way of Special resolution the appointment of Mrs. Richa Manoj Goyal (DIN: 00159889), Mr. Prashant Singhania (DIN: 08538079), Mr. Saurabh Mittal (DIN: 10471748), and Mr. Rishabh Narendra Jain (DIN: 10480325) as Independent Directors of the Company for a period of 5 (five) years.

Declaration of independence by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013. Further, Independent directors are abiding by the provisions specified in Schedule IV of the Companies Act, 2013.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have also given declarations that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

Retirement by Rotation of Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Bhagwan Prasad (DIN: 01228213), Whole-Time Director, being longest in the office shall retire by rotation and being eligible, offers his candidature for re-appointment.

Details of the above-mentioned Director seeking such re-appointment is given in the Notice of the ensuing 11^th Annual General Meeting being sent to the members along with the Annual Report.

Appointment of Chief Compliances Officer

In pursuance of Regulation 23 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations") and Regulation 6 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015 ("SEBI Listing Regulations") and based on the recommendation of Nomination & Remuneration Committee, Mr. Abinash Singh was appointed as Compliance Officer designed as as Chief Compliance Officer ("CCO").

Key Managerial Personal

In pursuance of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Shreyans Surana - Managing Director, Mr. Pradeep Kumar Agarwal, Mr. Rohit Kedia and Mr. Bhagwan Prasad all Whole-Time Directors, Mr. Nitin Singhania - Chief Financial Officer and Mr. Abinash Singh - Company Secretary.

Resignation of Directors

During the year under review, Mr. Braja Behari Mahapatra (DIN: 05235090), Independent Director, and Mr. Dhirander Kumar Surana (DIN: 00347640), Non-Executive Director, resigned with effect from February 04, 2024, from the company citing personal reasons which was accepted by the Board of Directors in its meeting dated February 04, 2024.

Composition of Board

The Board of Directors consists of a total of ten members, out of which five are Independent Directors. The Board also comprises of one Non-Executive Director, two Woman Directors out of which one is Independent Director and four Executive Directors.

As per declaration received by the company, none of the Directors of the Company are disqualified for being appointed or re-appointed as Directors, as specified in section 164(2) of the Companies Act, 2013, rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Further, in the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board are provided in the Report on Corporate Governance.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

In accordance with the provisions of Section 173 of the Companies Act, 2013 read with the relevant Rules thereto, the Board of Directors of the Company has met six times during the current financial year in physical mode as well as through "Video Conferencing / Other Audio Visual Means" (VC/OAVM) as required in line with Companies

Act, Rules and Secretarial Standards. The details of the meetings attended by the Directors during the financial year 2023-24 has been furnished in the Corporate Governance Report forming part of this report.

In accordance with circulars issued by Ministry of Corporate Affairs, some of the Board Meetings took place through Video Conferencing/ Other Audio-Visual Means (VC/OAVM). Measures were taken to ensure security of information and confidentiality of process, and at the same time, ensuring convenience of the Board members. The Company Secretary and the Chairman of the meeting(s) ensured that all the applicable provisions related to holding of the meetings through VC/OAVM had been complied with.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

i. in preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. such accounting policies have been selected and applied consistently and the Directors 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 on March 31, 2024, and of the profits or loss of the Company for the year ended on that date; iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. the annual accounts of the Company have been prepared on a going concern basis. v. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee

Pursuant to Section 177 of the Companies Act, 2013, and the applicable rules of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Audit Committee has been duly reconstituted. The reconstitution was formalized through a resolution passed during the Board's meeting on February 04, 2024. It is noteworthy that the majority of the Audit Committee members are Independent Directors, each with a robust background in accounting and financial management. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

Furthermore, the Board of Directors has consistently given due consideration to the Audit Committee's recommendations. During the year under review, there has been unanimous concurrence with the committee's advice, with no instances of non-acceptance by the Board.

Nomination and Remuneration Committee

In terms of the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Nomination & Remuneration Committee was reconstituted by resolution passed in the meeting of the Board dated

February 04, 2024. All members are Independent of the Company. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a ‘Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel' for appointment of Directors, Key managerial personnel and Senior managerial personnel and their remuneration including the criteria for determining qualifications, positive attributes and independence of a director as provided under Section 178(3) of Companies Act, 2013. The salient features of the policy are given below.

The Nomination and Remuneration Policy of Baazar Style Retail Limited, formulated and approved by the Board of Directors, is guided by the principles and objectives outlined in the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy aims to ensure the reasonableness and sufficiency of remuneration to attract, retain, and motivate competent resources while maintaining a clear relationship between remuneration and performance.

The objectives of the Nomination and Remuneration Committee (NRC) include formulating criteria for determining qualifications and independence of directors, evaluating performance, identifying suitable candidates for key positions, recommending appointments and removals, and ensuring diversity and appropriate remuneration levels. The policy was adopted on February 26, 2024, with immediate effect.

Key definitions within the policy include those of the Board, Director, Nomination and Remuneration Committee, Independent Director, Key Managerial Personnel (KMP), and Senior Management Personnel (SMP). It specifies the applicability to directors (executive and non-executive), KMP, and SMP.

The Nomination and Remuneration Committee is responsible for recommending appointments based on ethical standards, qualifications, and expertise. Additional criteria apply to the appointment of Independent Directors, including adherence to specific provisions of the Companies Act, 2013.

Terms and tenure for Executive Chairman/Whole-time Director and Independent Directors are outlined, along with provisions for their re-appointment. The policy also addresses removal criteria and evaluation of directors' performance, emphasizing adherence to corporate governance practices.

Board diversity is encouraged, aiming for a combination of directors from various fields. Remuneration, determined by the Nomination and Remuneration Committee, should be reasonable, motivate personnel, and align with performance benchmarks. It outlines criteria for remuneration of Executive Chairman/Whole-time Director, Non-executive Directors, and KMP/SMP.

Provisions for the Chairperson of the Nomination and Remuneration Committee, frequency of meetings, members' interests, secretary's role, voting procedures, adoption, changes, and disclosure of information are detailed. The dissemination of the policy to directors, its inclusion in the annual report, and penalties for non-adherence are also specified. The policy ensures compliance with statutory provisions and allows for subsequent amendments as required.

Further, affirmed that the remunerations of the KMPs, SMPs and sitting fees of Independent Directors, are as per the Appointment & Remuneration Policy of the Company.

The Company's Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of Companies Act, 2013 has been placed on the website of the Company at the weblink www.stylebaazar.in.

Vigil Mechanism for the Directors and Employees

In terms of the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has, on the recommendation of the Audit Committee framed a

"Whistle Blower Policy/Vigil Mechanism" that provides a formal mechanism for Directors and all employees of the Company to approach the Vigilance and Ethics Officer and Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Company's

Code of Conduct. The Whistle Blower Policy/ Vigil Mechanism is an extension of the Code of Conduct for Directors and Senior Management Executives adopted by the Company, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames as prescribed in the policy. Under the Policy, each employee of the Company has an assured access to the Vigilance and Ethics Officer and Chairman of the Audit Committee. The said Policy is disclosed on the website of the Company at www.stylebaazar.in under the Investor section. During the year under review, neither any employee was denied access to the Chairman of the Audit Committee nor any compliant was received by the Vigilance and Ethics Officer in respect of the violations of the Company's Code of Conduct.

Corporate Social Responsibility Committee

In terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the CSR Committee was reconstituted by resolution passed in the meeting of the Board dated February 04, 2024. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The salient features of the CSR policy and the disclosures as per Companies (Corporate Social Responsibility

Policy) Rules, 2014 is made in prescribed form which is appended to the Directors' Report forming part of this

Annual Report and annexed as "Annexure - I".

The Website of the Company has a separate section on CSR under the sustainability tab displaying comprehensive information of Corporate Social Responsibility ("CSR") Activities and the "CSR Policy" of the Company is also available on Company's website www.stylebaazar.in.

Risk Management Committee

In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Risk Management Committee was constituted by resolution passed in the meeting of the Board dated February 04, 2024. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

Risk Management Policy

The Board has on the recommendation of the Risk Management Committee, framed a ‘Risk Management Policy' which aims at enhancing shareholders' value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks viz-a-viz Intense Competition, Liquidity & Cash Management, Legal & Regulatory, Information & Cyber Security that are associated with the business model including in which the Company operates coupled with the disciplined risk monitoring, measurement, continuous risk assessment and mitigation measures.

A combination of policies and processes as outlined above adequately addresses the various risks associated with the

Company's business. There is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company. The risk management policy of the company can be found on the website of the company at www.stylebaazar.in.

Stakeholders Relationship Committee

In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Stakeholders Relationship Committee was constituted by resolution passed in the meeting of the Board dated February 04, 2024. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The Stakeholders Relationship Committee oversees redressal of complaints and grievances of the shareholders/investors and quarterly Reconciliation of Share Capital Audit Report as well as compliance with other relevant guidelines of Securities and Exchange Board of India (SEBI).

Initial Public Offer ("IPO") Committee

The Initial Public Offer ("IPO") Committee was constituted by resolution passed in the meeting of the Board dated February 04, 2024. The Committee is a sub-committee formed by the Board of Directors within a company to manage specific duties and responsibilities related to the proposed Initial Public Offering. The committee main objective is to complete various legal, statutory and procedural formalities, including but not limited to, appointment of various intermediaries, filing the draft red herring prospectus, the red herring prospectus and the prospectus in relation to the Offer with the Securities and Exchange Board of India, the stock exchanges where the Equity Shares of the Company are proposed to be listed, and the Registrar of Companies, West Bengal at Kolkata or any other statutory agencies or relevant authorities as may be required and other matters incidental thereto.

The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

Committee of Directors

The Board of Directors has delegated some powers to the Committee of Directors from time to time. The Committee of Directors is a sub-committee formed by the Board of Directors within a company to manage specific duties and responsibilities, allowing the board to focus on broader strategic issues. This committee is constituted under Section 179 of the Companies Act, 2013, which grants the Board of Directors the authority to delegate certain powers to smaller groups within the board for efficient management and decision-making. The primary purpose of the Committee of Directors is to approve borrowing limits, investments, and other significant corporate actions. The current composition, term of reference, name of members, chairman and meeting of the committee have been furnished in the Corporate Governance Report forming part of this report.

The Company guidelines relating to Board Meetings are applicable to Committees meetings as far as practicable. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before Board Meetings for noting.

Statement on Annual Evaluation of Directors and Board

Pursuant to the provisions of the Companies Act, 2013, the Nomination & Remuneration Committee has carried out an annual evaluation of Board as a whole, as well as the evaluation of the working of committees of the Board and individual Directors, including Chairman of the Board in the meeting of the committee held on June 20, 2024. Further, the performance evaluation of the Board as a whole, the Non-Independent Directors and the Chairman of the Board was carried out by the Independent Directors in their separate meeting held on March 29, 2024, for the Financial Year 2023-24. This exercise was carried out in accordance with the Policy framed by the Company within the framework of applicable laws.

While evaluating the performance and effectiveness of the Board, various aspects of the Board's functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to the Company's long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. Committees' performance was evaluated based on their effectiveness in carrying out respective mandates. A separate exercise was carried out to evaluate the performance of Independent Directors and the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgement, safeguarding the interest of the Company and focus on creation of shareholders' value, ability to guide the Company in key matters, attendance at meetings, etc. The Non-Executive Directors were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity, and timeliness of the information flow to the Board, etc. The Board of Directors expressed their satisfaction with the evaluation process.

Particulars of Employees and related disclosures

The particulars of employees pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure - II to this Report.

INTERNAL FINANCIAL CONTROLS

The Company has an effective internal control and risk mitigation system, which is constantly assessed based on the essential components of Internal Controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India and strengthened with new/ revised standard operating procedures. The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and in safeguarding of assets. Assurance to the Board on the effectiveness of internal financial controls is obtained through 3 Lines of Defence which include:

(a) Management reviews and control self-assessment.

(b) Continuous controls monitoring by functional experts; and

(c) Independent design and operational testing by the Internal Audit function.

The Company's ERP Systems enable it to exercise effective business and financials control. The ERP software, ‘Ginesys', addresses multiple aspects ranging from setting up of new stores to managing day-to-day operations along with procurement, sales, and inventory. This system enable prompt identification and response to changes in customer preferences by adjusting products available, brands carried, stock levels and pricing in each of the stores and effectively monitor and manage the performance of each of the stores.

Internal Audit is carried out by external auditors and periodically covers all areas of business. The audit scope, methodology to be used, reporting framework, is defined by the Audit Committee of the Board of Directors. The Internal Auditor evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, policies, and accounting procedures of the Company. The Internal Audit also evaluates various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

During the year under review, no material or serious observations have been reported with regard to inefficiency or inadequacy of such controls. Further, no fraud has been reported by the auditors of the Company during the year under preview.

The Company has in place adequate internal financial controls with reference to the financial statements, commensurate with the size and scale of operations of the Company. During the year under review, such controls were tested and no reportable material weaknesses in the design and operations were observed.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There were no materially significant related party transactions made by the Company with the Related Party/(ies) and have no potential conflict with interest of the Company at large. The Company has formulated a policy on Materiality of Related Party Transactions and on Dealing with Related Party Transaction. Disclosure of related party transactions as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with Related Party/(ies) in the prescribed Form AOC-2 is attached as Annexure - III and forms an integral part of this report. All related party transactions were placed in the meetings of the Board and Audit Committee for the necessary review and approval.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to loans, guarantees and investments activities are not applicable to the Company as the company has invested in and provided loans to its Wholly Owned Subsidiary (WOS) only. However, particulars of loans, securities, guarantees and investments, given or made to its WOS, during the year under review, were also utilised for the purpose it has been provided from time to time and have been furnished in notes to standalone financial statements.

A. CONSERVATION OF ENERGY:

1: Steps taken or impact on conservation of energy:

The Company is not engaged in any manufacturing or processing activity. Further, your Company's Stores being on lease / license, your Company has limited right to do improvements in the premises. Notwithstanding this, your Company however within the limitations it has with respect to the premises, ensures the fit-out of the stores are done with sustainable material and with minimum carbon footprint. It, at the same time, makes every effort to minimise the power consumption and air-conditioning. Your Company recognizes the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environmentally friendly and energy efficient manner.

2. Steps taken by the Company for utilizing alternate sources of energy:

The Company as a matter of policy has a regular and ongoing programme for investments in energy saving devices, optimum use of air conditioner at the stores to reduce the electricity consumption, replacement of single use plastic carry bags with recyclable material bags at the stores.

3 . Capital investment on energy conservation equipment:

Your Company has made a capital investment on invertors and its electricals, an energy conservation equipment, amounting to 51,42,016/- in 33 stores during the year under review, which helped the company to curb down dependency on fossil fuel, hence lead to reduction of carbon footprint. Further, initiative is being taken to implement and installation of such devices in all stores across various state.

B. TECHNOLOGY ABSORPTION:

i) Efforts made towards technology absorption:

The Company's warehouse is enabled with Warehouse Management System (WMS) supported by Miebach, Supply Mint for controlling of Purchase Order-Advance Shipment Note (PO-ASN) module business cycle, Auto Replenishment System (ARS) for order generation with sales at Front End in synchronizing of Minimum Buying Quantity (MBQ) at stores, Tableau Business Analytics Module etc.

Further, keeping in view the requirements of SEBI (PIT) Regulation, the company is in the process of implementation of Structured Digital Database (SDD) using software solutions. The company has also, in line with its growing needs and to lower paper consumption, thereby reducing its carbon footprint, has shifted towards digital preparation of all its meeting including agendas, notes and other documents. Furthermore, the company is in the process of implementation of enterprise-wide compliance management solutions to be able to track all kinds of compliance requirements and adherence to the same on timely basis. ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

WMS enabled transparency and traceability of stocks at warehouse which leads to more accuracy in inventory and helps to enhance the productivity of warehouse operation by reduction in and control of cost. Further, Tableau Business Analytics Module helped the Company to take accurate decision making with respect to Purchase, comparison and identifying stock category (SKU) at store level and warehouse level, thus process improvement, smooth supply chain management and reduction of costs.

iii) Information regarding imported technology (Imported during last three years)- NIL

iv) The expenditure incurred on research or development NIL.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there is no foreign exchange earnings and out go.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulators or Courts or Tribunals which can have an impact on the going concern status and the Company's operations in future. However, during the year under review the company suo motu approached the Registrar of Companies, West Bengal (ROC) for making good of certain non-compliances pertaining to FY 2015-16 and FY 2017-18 and Order passed by ROC has been duly complied with.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

On May 20, 2024, a fire accident occurred at the Company's warehouse located at J.L No. 11, Prospace Industrial

Parks, Mouza Belumilki, Pearapur Gram Panchayat, Sreerampur District, Hooghly 712 223, West Bengal. The Company is in the process of assessing the Incident and is currently unable to ascertain the total damage or loss to the business, as a consequence of the Incident. The Company had availed a standard fire and special perils policy and has accordingly intimated the relevant insurance provider regarding the Incident. Furthermore, such an incident does not impact on the going concern status of the company.

Except as stated above, no material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

DISCLOSURE UNDER SEXUAL HARRASSEMENT OF WOMEN AT WORKPALCE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has duly constituted a policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee is in place to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The disclosures for the period under review as per the Policy on Prevention of Sexual Harassment of Women at Workplace of the Company and The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 are as follows:

1. Number of complaints of sexual harassment received during the year: NIL

2. Number of complaints disposed-off during the year: NIL

3. Number of cases pending for more than ninety days: NIL

4. Number of workshops on awareness program against sexual harassment carried out: 1 (one)

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies Act, 2013.

COST RECORDS

The Company is not required to maintain cost records in terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

AUDITORS & AUDITORS' REPORT

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Singhi & Co. Chartered Accountants (FRN No. 302049E) were re-appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 10^th Annual General Meeting held on August 25, 2023 until the conclusion of 15^th Annual General Meeting of the Company to be held in the calendar year 2028 on such remuneration as may be decided by the Board of Directors.

The Company has adopted best practices for fraud prevention, and it follows confidential, anonymous reporting about fraud or abuse to the appropriate responsible officials of the Company. No fraud in or by the Company has been reported by the Statutory Auditors.

The Auditor's Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

Secretarial Auditor

CS Shruti Singhania, Practicing Company Secretary (FCS No. 11752/ C.P. No. 18028) has been appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 2023-24, 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 in Form MR-3 is enclosed herewith as Annexure-IV to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and the observation made by the Secretarial Auditor is self-explanatory in nature and requires no further clarification.

Internal Auditor

The Board of Directors of your Company has appointed M/s. Ernst & Young LLP (E&Y) as an Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2023-24. The Audit

Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

DEPOSITORY SYSTEM

The Company has obtained International Securities Identification Number (ISIN): INE01FR01028 and facilitate to hold its securities in Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and has appointed M/s. Link Intime India Pvt. Ltd. as the Registrar and Share Transfer Agents and facilitated dematerialization and transfer of securities in accordance with the provisions of the Depositories Act, 1996. By the date of this Annual Report all equity shares of the company are in dematerialized form.

ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 and other relevant provisions, the Annual Return of the Company in Form MGT-7 is available on the Company's website at www.stylebaazar.in under the Investor Relations tab.

INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no application has been filed against the Company and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

CREDIT RATING

CRISIL Rating Limited (formerly Credit Rating Information Service of India Limited) has reaffirmed the Company's rating as long-term rating outlook of CRISIL A-/Stable (Upgraded from CRISIL BBB+/Positive) assigned for bank loan facility of 127.03 Crores (Enhanced from 105.03 Crores).

CORPORATE WEBSITE

The Company interacts with its various stakeholders through different means of communication viz-a-viz Annual Report, e-mails etc. Further, the company also has its corporate website www.stylebaazar.in which contains comprehensive information about the Company under Investor Section. An exclusive section is for investors' wherein Annual Reports and Polices along with other documents are available in a downloadable format.

GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 read with The Companies (Accounts) Rules, 2014 and other applicable provisions and rules, if any, of the Companies Act 2013, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors, governmental authorities and bankers for their continued support and faith reposed in the Company.