Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 24,005.80 -1.82%

22k Gold ₹ 14,820 /gm

Sensex 77,566.16 -1.71%

Nifty 24,005.80 -1.82%

22k Gold ₹ 14,820 /gm

Sensex 77,566.16 -1.71%

Nifty 24,005.80 -1.82%

22k Gold ₹ 14,820 /gm

Directors Report of 7NR Retail Ltd.

Mar 31, 2025

Your Directors are pleased to present the 13^th Director''s Report on the Business and Operations
of the Company together with the Audited Financial Statements along with the Auditor''s Report
for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and
for the previous financial year ended on 31^st March, 2024 is summarized as below:

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	2146.91	1162.16
Other Income	8.95	58.55
T otal Revenue	2155.86	1220.71
T otal Expenses	2113.20	1336.71
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	22.95	(88.57)
Less: Depreciation / Amortization / Impairment	19.71	(27.42)
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	42.66	(115.99)
Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	42.66	(115.99)
Less: Current Tax	1.21	0.00
Tax Adjustment of Earlier Years	7.12	0.00
Deferred Tax	1.56	(4.56)
Profit / Loss for the Period	32.77	(111.43)

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 2115.86Lakhs compared to the total revenue of
Rs. 1220.71 Lakhs of previous Financial Year. The Company has incurred Profit before tax for
the Financial Year 2024-25 of Rs. 42.66 Lakhs as compared to Loss of Rs. (115.99) Lakhs of
previous Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 32.77 Lakhs as
against Net Loss of Rs. (111.43) Lakhs of previous Financial Year. The Directors are
continuously looking for the new avenues for future growth of the Company and expect more
growth in the future period.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the Financial Year 2024-25, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2025 is available on the Company''s website at w[email protected].

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2025 is Rs. 28,00,68,000/-
(Rupees Twenty-Eight Crores Sixty-Eight Thousand Only) divided into 2,80,06,800 (Two
Crores Eighty Lakhs Six Thousand Eight Hundred) Equity Shares of Re. 10/- (Rupee Ten
Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 28,006,8,000/-
(Rupees Twenty-Eight Crores Sixty-Eight Thousand Only) divided into 2,80,06,800 (Two
Crores Eighty Lakhs Six Thousand Eight Hundred) equity shares of Re. 10/- (Rupee Ten
Only) each.

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do
not recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be transferred to the Investor Education and
Protection Fund ("IEPFâ). During the year under review, there was no unpaid or unclaimed
dividend in the "Unpaid Dividend Accountâ lying for a period of seven years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to
profit and loss account of the Company under Reserves and Surplus.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE
OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of
the Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap

between two meetings not exceeding 120 days to take a view of the Companyâs policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 6 (Six) times viz. 8^th May, 2024, 5^thAugust, 2024, 14^th October, 2024, 29^th October, 2024, 5^th February, 2025 and 29^th March, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of financial year and of the profit of
the Company for the financial year ended on 31^st March, 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 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.

13. CORPORATE SOCIAL RESPONSIBILITY fCSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as
the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION-
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors
in their report on the financial statement of the Company for the financial year ended on 31^stMarch, 2025.

ii. Secretarial Auditor''s Report:

The report of the Secretarial auditor has not made any adverse remark in their Audit Report
except:

a) The Company has not Filed the Form DIR-12 for the Appointment and Regularization of its
Director Ms. Hiral Patel (DIN: 09719512)

Reply: The Company was unable to file Form DIR-12 for the appointment and regularization of
Ms. Hiral Patel (DIN: 09719512) due to a technical issue relating to the association of the
concerned signatory''s digital signature with the MCA Portal. The issue has been identified, and
necessary corrective measures are in progress. The form will be filed promptly upon resolution
of the matter.

15. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arm''s length
basis and in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the Listing Regulations.

The Company has formulated and adopted a policy on dealing with related party transactions, in
line with Regulation 23 of the Listing Regulations, which is available on the website of the
Company at www.info@7niTetaillrd.in.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit
Committee undertakes quarterly review of related party transactions entered into by the
Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section
177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions
which are repetitive in nature, which may or may not be foreseen, not exceeding the limits
specified thereunder. The transactions under the purview of omnibus approval are reviewed on
quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the disclosures on Related Party Transactions in prescribed format with
the Stock Exchanges.

Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014, the details of contracts/arrangements entered with related parties in prescribed Form
AOC-2, is annexed herewith as "Annexure Iâ to this Report.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company''s current working and future outlook as
per Annexure - 2.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
audit cell for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance

with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditorâs report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	(53.13)
2.	Current Yearâs Profit / Loss	32.77
3.	Other Comprehensive Income	-
4.	Securities Premium Account	123.09
Total		102.73

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to
ensure smooth operations and effective management control. The Audit Committee also reviews
the adequacy of the risk management frame work of the Company, the key risks associated with
the business and measures and steps in place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014,
is not given as the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

22. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of

achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company
to attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company''s Policy on director''s appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at
www.7nrretailltd.in.

23. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND
IOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

24. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with the
same.

25. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board''s Report.

26. STATE OF COMPANYâS AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report.
It contains a detailed write up and explanation about the performance of the Company.

27. STATEMENT ON ANNUAL EVALUATION OF BOARDâS PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The
Board sought the feedback of Directors on various parameters including:

â¢ Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

â¢ Structure, composition, and role clarity of the Board and Committees;

â¢ Extent of co-ordination and cohesiveness between the Board and its Committees;

â¢ Effectiveness of the deliberations and process management;

â¢ Board / Committee culture and dynamics; and

â¢ Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each

Executive and Non-Executive, Non-Independent Directors. These meetings were intended to
obtain Directorsâ inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Membersâ confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship
between the Board and the Management, and the openness of the Management in sharing
strategic information to enable Board Members to discharge their responsibilities and fiduciary
duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of the Directors individually as well as evaluation of the working of the Board by way
of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

â¢ Knowledge

â¢ Professional Conduct

â¢ Comply Secretarial Standard issued by ICSI Duties

â¢ Role and functions

b) For Executive Directors:

â¢ Performance as leader

â¢ Evaluating Business Opportunity and analysis of Risk Reward Scenarios

â¢ Key set investment goal

â¢ Professional conduct and integrity

â¢ Sharing of information with Board.

â¢ Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

28. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Companyâs Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed âBusiness Conduct Policyâ. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the policy. The objective of the policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees
of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2024-25.

30. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part of the
notes to financial statement.

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Tarachand Agrawal¹	Managing Director	00465635
2.	Mr. Avantinath Anilkumar Raval	Non-Executive Director	07686783
3.	Mr. Pranav Manoj Vajani	Independent Director	09213749
4.	Ms. Ziral Soni²	Independent Director	09213763
5.	Mr. Jitendra Pradipbhai Parmar³	Independent Director	09699769
6.	Mr. Pradeepsingh Shekhawat	CFO	GCQPS6071D
7.	Ms. Yogita Dilipbhai Chelani⁴	Company Secretary	CEPPC0184N
8.	Mr. Chetan Kumar Ojha⁵	Managing Director	09706197
9.	Ms. Purvi Agrawal⁶	Company Secretary	BUAPA5968E
10.	Ms. Hiral Patel⁷	Independent Director	09719512

11.

Ms. Krishna Hareshbhai Bhatt⁸

Independent Director

11203423

¹ Mr. Tarachand Agrawal has resigned as a Managing Director w.e.f. 5^th February, 2025.

². Ms. Ziral Soni has resigned as an Independent Director w.e.f. 5^th February. 2025.

³. Mr. Jitendra Pradibhai Parmar has resigned as an Independent Director w.e.f. 5^th February,
2025.

⁴. Ms. Yogita Dilipbhai Chelani had been appointed as Company Secretary w.e.f. 15^th May, 2024
and has resigned w.e.f 8^th October, 2024.

⁵. Mr. Chetan Kumar Ojha has appointed as a Managing Director w.e.f. 5^th February, 2025.

⁶ Ms. Purvi Agrawal had been appointed as a Company Secretary w.e.f. 14^th October, 2024.

⁷ Ms. Hiral Patel had been appointed as an Independent Director w.e.f. 5^th February, 2025 and
regularized as Independent Directors by the members of the Company in the Extra-ordinary
General Meeting held on 2^nd May, 2025.

⁸. Ms. Krishna Hareshbhai Bhatt had been appointed as a Non-executive and Independent
Director w.e.f. 6^th August, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2024-25 and till the date of Boardâs Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Pranav Vajani, Ms. Hiral Patel and Ms. Krishna Hareshbhai Bhatt Independent Directors of
the Company have confirmed to the Board that they meet the criteria of Independence as
specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent
Director. They have also confirmed that they meet the requirements of Independent Director as
mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

33. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and certificate regarding
compliance with the conditions of Corporate Governance are approved to the Annual Report as
Annexure - 3.

34. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed
any deposits during the financial year. Hence, the Company has not defaulted in repayment of
deposits or payment of interest during the financial year.

35. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The
Company has established connectivity with both the Depositories i.e. National Securities
Depository Limited (âNSDLâ) and Central Depository Services (India) Limited (âCDSLâ) and the
Demat activation number allotted to the Company is ISIN: INE413X01035. Presently shares are
held in electronic and physical mode.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board

has carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution
towards development of the Business and various other criteria as recommended by the
Nomination and Remuneration Committee of the Company. The evaluation of the working of the
Board, its committees, experience and expertise, performance of specific duties and obligations
etc. were carried out. The Directors expressed their satisfaction with the evaluation process and
outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non -
Executive Directors were evaluated in terms of their contribution towards the growth and
development of the Company. The achievements of the targeted goals and the achievements of
the expansion plans were too observed and evaluated, the outcome of which was satisfactory
for all the Directors of the Company.

37. AUDITORS:

A. Statutory Auditor:

M/s. Aniket Goyal & Associates, Chartered Accountants, Ahmedabad (Firm Registration
No. 022331C), were appointed as the Statutory Auditors of the Company from the
conclusion of 11^th Annual General Meeting held in the year 2023 till the conclusion of 15^thAnnual General Meeting of the Company to be held in the year 2027.

M/s Aniket Goyal & Associates has resigned with effect from 14^th May, 2025 as they do
not propose to renew their peer review certificate in light of the planned merger of their
firm.

M/s. SSRV & Associates, Chartered Accountants, Mumbai, (FRN: 135901W) were
appointed in the EGM held on 20^th June, 2025 till the ensuing Annual General Meeting and
is proposed to be appointed for 5 years in the Annual General Meeting to be held on
Wednesday, 10^th September, 2025.

The report issued by Statutory Auditors for financial year 2024-25 does not contain any
qualifications or adverse remarks. The Statutory Auditors have not reported any frauds
under Section 143(12) of the Act.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, has appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates,
Company Secretaries, as a Secretarial Auditor of the Company to conduct Secretarial
Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as
Annexure 4 in Form MR-3.

C. Internal Auditor:

The Board of directors has appointed M/s. Umesh Khese & Co., Chartered Accountants,
as the internal auditor of the Company. The Internal Auditor conducts the internal audit
of the functions and operations of the Company and reports to the Audit Committee and
Board from time to time.

38. DISCLOSURES
A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 8^th May, 2024, 5^th August, 2024, 29^th October, 2024 and 5^th February,
2025 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Ziral Soni¹	Chairman	4	4
Mr. Pranav Manoj Vajani	Member	4	4
Mr. Avantinath Anilkumar Raval	Member	4	4
Ms. Hiral Patel²	Chairman	0	0

1 Ms. Ziral Soni had resigned rrom the post or member or the Committee w.e.f 5^thFebruary, 2025.

2 Ms. Hiral Patel has been appointed as Chairman of the Committee w.e.f. 6^th February,
2025.

Composition of Audit Committee as on Date of Report:

Audit Committee was reconstituted on 6^th August, 2025. Hence, Committee Composition as
on date of report is stated as below:

Name	Status
Ms. Krishna Hareshbhai Bhatt	Chairman
Ms. Hiral Patel	Member
Mr. Chetan Kumar Ojha	Member

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and
Remuneration committee, as tabulated below, was held on 8^th May, 2024, 14^th October,
2025 and 5^th February, 2025, the attendance records of the members of the Committee are
as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Ziral Soni¹	Member	3	3
Mr. Pranav Manoj Vajani²	Member	3	3
Mr. Avantinath Anilkumar Raval	Member	3	3
Ms Hiral Pate³	Chairman	0	0

Composition of Nomination and Remuneration Committee as on Date of Report:

Nomination and Remuneration Committee was reconstituted on 6^th August, 2025. Hence,
Committee Composition as on date of report is stated as below:

Name	Status
Ms. Krishna Hareshbhai Bhatt	Chairman
Ms. Hiral Patel	Member
Mr. Avantinath Anilkumar Raval	Member

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholdersâ Relationship
committee as tabulated below, was held on 5^th August, 2024 and the attendance records of
the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Pranav Manoj Vajani¹	Member	1	1
Mr. Avantinath Anilkumar Raval²	Chairman	1	1
Mr. Tarachand Agrawal³	Member	1	1
Mr. Chetan Kumar Ojha⁴	Member	NA	NA

1 Mr. Pranav Manoj Vajanidesignation has changed from Chairman to the Member of the
Committee w.e.f. 6^th February, 2025.

2 Mr. Avantinath Anilkumar Raval designation has changed from Member to the Chairman
of the Committee w.e.f. 6^th February, 2025.

3 Mr. Tarachand Agrawal had resigned from the post of member of the Committee w.e.f. 5^thFebruary, 2025.

4 Mr. Chetan Kumar Ojha has been appointed as Member of the Committee w.e.f. 6^thFebruary, 2025.

Composition of Stakeholdersâ Relationship Committee as on Date of Report:

Stakeholdersâ Relationship Committee was reconstituted on 6^th August, 2025. Hence,
Committee Composition as on date of report is stated as below:

Name	Status
Mr. Avantinath Anilkumar Raval	Chairman
Ms. Krishna Hareshbhai Bhatt	Member
Mr. Chetan Kumar Ojha	Member

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to
its employees. Your Directorâs further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by
the Company.

The following no. of complaints was received under the POSH Act and the rules framed

thereunder during the year:

a. Number of complaints filed during the financial year - Nil

b. Number of complaints disposed of during the financial year - Nil

c. Number of complaints pending as on end of the financial year - Nil

40. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.

41. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not
prescribed maintenance of cost records under section 148(1) of the Act in respect of activities
carried out by the Company.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code 2016.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING
LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

44. ACKNOWLEDGEMENTS:

Your Directorâs would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directorâs take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

Godown No-1, 234/1 234/2, FP- 7NR Retail Limited

69/3, Sadashiv Kanto, B/h Bajaj
Process, Narol Chokdi, Narol,

Ahmedabad, Gujarat - 382 405.

Sd/- Sd/-

.. , , , Avantinath Raval Chetan Kumar Ojha

Place: Ahmedabad

Director Managing Director

^Date: 6^th Augu^st, ²⁰²⁵ DIN: 07686783 DiN: 09706197

Ms. Ziral Soni had resigned from the post of member of the Committee w.e.f. 5^th February,
2025.

Mr. Pranav Manoj Vajani designation has changed from Chairman to the Member of the
Committee w.e.f. 6^th February, 2025.

Ms. Hiral Patel has been appointed as Member of the Committee w.e.f. 6^th February, 2025.

Mar 31, 2024

Your Directors hereby present the 12^th Directorâs Report on the Business and Operations of the
Company together with the Audited Financial Statements along with the Auditorâs Report for
the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and
for the previous financial year ended on 31^st March, 2023 is summarized as below:

(Rs. in Lakhs)

Particulars	Financial Year	Financial Year
	2023-24	2022-23
Revenue from Operations	1162.16	4768.06
Other Income	58.54	65.66
Total Revenue	1220.71	4833.72
Total Expenses	1336.71	4799.41
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	(88.58)	55.14
Less: Depreciation / Amortization / Impairment	27.42	20.83
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	(116.00)	34.31
Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	(116.00)	34.31
Less: Current Tax	0.00	7.83
Deferred Tax	(4.56)	2.52
Profit / Loss for the Period	(111.44)	23.96

2. OPERATIONS:

Total revenue from operations for Financial Year 2023-24 is Rs. 1220.71 Lakhs compared to the
total revenue from operations of Rs. 4833.72 Lakhs of previous Financial Year. The Company
has incurred Loss before tax for the Financial Year 2023-24 of Rs. (116.00) Lakhs as compared
to Profit of Rs. 34.31 Lakhs of previous Financial Year. Net loss after Tax for the Financial Year
2023-24 is Rs. (111.44) Lakhs as against Net Profit of Rs. 23.96 Lakhs of previous Financial
Year. The Directors are continuously looking for the new avenues for future growth of the
Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2023-24, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2024 is available on the Companyâs website at www.info@7niTetaillrd.in.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2024 is Rs. 28,00,68,000/-
(Rupees Twenty-Eight Crores Sixty-Eight Thousand Only) divided into 2,80,06,800 (Two
Crores Eighty Lakhs Six Thousand Eight Hundred) Equity Shares of Re. 10/- (Rupee Ten
Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2024 is Rs. 28,006,8,000/-
(Rupees Twenty-Eight Crores Sixty-Eight Thousand Only) divided into 2,80,06,800 (Two
Crores Eighty Lakhs Six Thousand Eight Hundred) equity shares of Re. 10/- (Rupee Ten
Only) each.

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do
not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

8. TRANSFER TO RESERVES:

The Loss of the Company for the Financial Year ending on 31^st March, 2024 is transferred to
profit and loss account of the Company under Reserves and Surplus.

During the year, The Company was consolidation of existing 10 (Ten) Equity shares having face
value of Re. 1/- (Rupee One Only) each into new 1 (One) Equity share having face value of Rs.
10/- (Rupees Ten Only) each. This consolidation was approved by the members in the ExtraÂ¬
ordinary General Meeting held on 15^th December, 2023, and by the exchange on 12^th January,
2024 and Trading in the Consolidated Equity Shares of the Face Value of Rs. 10/- each was
resumed w.e.f. 17^th January, 2024.

Consequently, altered the Authorised Share Capital and Paid-up Share Capital in the following
manner:

A. The authorized share capital of the Company is Rs. 28,00,68,000/- (Rupees Twenty-Eight
Crores Sixty-Eight Thousand Only) divided into 2,80,06,800 (Two Crores Eighty Lakhs Six
Thousand Eight Hundred) Equity Shares of Re. 10/- (Rupee Ten Only) each.

B. The paid-up share capital of the Company is Rs. 28,006,8,000/- (Rupees Twenty-Eight
Crores Sixty-Eight Thousand Only) divided into 2,80,06,800 (Two Crores Eighty Lakhs Six
Thousand Eight Hundred) equity shares of Re. 10/- (Rupee Ten Only) each.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Companyâs policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 7 (Seven) times viz. 24^th May,
2023, 10^th June, 2023, 14^th August, 2023, 5^th September, 2023, 23^rd October, 2023, 10^thNovember, 2023 and 10^th January, 2024.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departure from the same;

c The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as
the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

ii. Secretarial Auditor''s Report:

There were no qualification, adverse remarks and observation made by the Secretarial Auditor,
as per Secretarial Report i.e. MR-3.

15. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions to be entered by the Company with related parties will be in the ordinary
course of business and on an armâs length basis. Further, particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed
herewith as Annexure 1.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Companyâs current working and future outlook as
per Annexure - 2.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	58.30
2.	Current Yearâs Profit / Loss	(111.44)
3.	Other Comprehensive Income	-
4.	Securities Premium Account	123.09
Total		69.94

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

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

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2023-24	F.Y. 2022-23
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

22. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company
to attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company''s Policy on director''s appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at
www.7nrretailltd.in.

23. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND
IOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

24. SECRETARIAL STANDARDS:

25. REPORTING OF FRAUDS BY THE AUDITORS:

26. STATE OF COMPANYâS AFFAIRS:

27. STATEMENT ON ANNUAL EVALUATION OF BOARDâS PERFORMANCE:

â¢ Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

â¢ Structure, composition, and role clarity of the Board and Committees;

â¢ Extent of co-ordination and cohesiveness between the Board and its Committees;

â¢ Effectiveness of the deliberations and process management;

â¢ Board / Committee culture and dynamics; and

â¢ Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to
obtain Directorsâ inputs on effectiveness of the Board/ Committee processes.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

â¢ Knowledge

â¢ Professional Conduct

â¢ Comply Secretarial Standard issued by ICSI Duties

â¢ Role and functions

b) For Executive Directors:

â¢ Performance as leader

â¢ Evaluating Business Opportunity and analysis of Risk Reward Scenarios

â¢ Key set investment goal

â¢ Professional conduct and integrity

â¢ Sharing of information with Board.

â¢ Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

28. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

B. BUSINESS CONDUCT POLICY:

29. PARTICULARS OF EMPLOYEES:

30. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN
1.	Mr. Tarachand Agrawal	Managing Director	00465635
2.	Mr. Avantinath Anilkumar Raval	Non-Executive Director	07686783
3.	Mr. Pranav Manoj Vajani	Independent Director	09213749
4.	Ms. Ziral Soni	Independent Director	09213763
5.	Mr. Jitendra Pradipbhai Parmar	Independent Director	09699769
6.	Ms. Dhruvi Kapadia¹	Company Secretary	BRNPP4338R
7.	Mr. Pradeepsingh Shekhawat	CFO	GCQPS6071D
8.	Ms. Yogita Dilipbhai Chelani²	Company Secretary	--

¹ Ms. Uhruvi Kapadia had given resignation from the post of Company Secretary w.e.f. 31^st March, 2024.

². Ms. Yogita Dilipbhai Chelani had been appointed as Company Secretary w.e.f 15^th May, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2023-24 and till the date of Boardâs Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Pranav Vajani, Ms. Ziral Soni and Mr. Jitendra Parmar, Independent Directors of the
Company have confirmed to the Board that they meet the criteria of Independence as specified
under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director.
They have also confirmed that they meet the requirements of Independent Director as
mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

33. CORPORATE GOVERNANCE:

34. DEPOSITS:

35. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board
has carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution
towards development of the Business and various other criteria as recommended by the
Nomination and Remuneration Committee of the Company. The evaluation of the working of the
Board, its committees, experience and expertise, performance of specific duties and obligations
etc. were carried out. The Directors expressed their satisfaction with the evaluation process and
outcome.

36. AUDITORS:

A. Statutory Auditor:

The Auditor''s report for the Financial Year ended 31^st March, 2024 has been issued with
an unmodified opinion, by the Statutory Auditor and the report is part of the Annual
Report.

B. Secretarial Auditor:

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as
Annexure - 4 in Form MR-3. There are no adverse observations in the Secretarial Audit
Report which call for explanation.

C. Internal Auditor:

37. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 24^th May, 2023, 14^th August, 2023, 5^th September, 2023, 10^th November,
2023 and 10^th January, 2023, and the attendance records of the members of the Committee
are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Ziral Soni	Chairman	5	5
Mr. Pranav Manoj Vajani	Member	5	5
Mr. Avantinath Anilkumar Raval	Member	5	5

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and
Remuneration committee, as tabulated below, was held on 10^th June, 2023 and 5^thSeptember, 2023 and the attendance records of the members of the Committee are as
follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Pranav Manoj Vajani	Chairman	2	2
Mr. Avantinath Anilkumar Raval	Member	2	2
Ms. Ziral Soni	Member	2	2

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholdersâ Relationship
committee as tabulated below, was held on 5^th September 2023 and 10^th November, 2023
and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Pranav Manoj Vajani	Chairman	2	2
Mr. Avantinath Anilkumar Raval	Member	2	2
Mr. Tarachand Agrawal	Member	2	2

38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to
its employees. Your Directors further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by
the Company.

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.

40. MAINTENANCE OF COST RECORDS:

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code 2016.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING
LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

Godown No-1, 234/1 234/2, FP- 7NR Retail Limited

69/3, Sadashiv Kanto, B/h Bajaj
Process, Narol Chokdi, Narol,

Ahmedabad, Gujarat - 382 405.

Sd/- Sd/-

, , , Avantinath Raval Tarachand Agrawal

Place: Ahmedabad

Director Managing Director

^Date:5th Augusl 2024 DIN: 07686783 DiN: 00465635

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

Your Directors have pleasure in presenting the 6th Annual Report together with Statement of accounts of your Company for the Year ended on March 31, 2018.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year figures is given hereunder:

		(Amount in Lakh)
Particulars	2017-18	2016-17
Revenue from Operations	1008.29	1134.02
Other Income	16.97	8.42
Profit before Depreciation and Taxation	24.48	44.84
Depreciation	9.43	4.17
Provision for Taxation :
(i) Current Income Tax	5.00	2.63
(ii) Deferred Tax	1.85	0.51
Profit after Income Tax	8.20	37.53

2. FINANCIAL REVIEW:

Your Company total income for the year 2017-2018 is Rs. 1008.29/- Lakh compared to last year''s income of Rs. 1134.02/- Lakh. The profit before tax (after depreciation) during the year under review was Rs. 15.05/- Lakh as compared to previous year''s figure of Rs.40.67/-Lakh. Your Company has earned the net profit of Rs.8.20/- Lakh against the net profit of Rs.37.53/- Lakh during the previous year. Your Company expects to achieve better performance during the current year.

3. DIVIDEND AND RESERVES:

Your directors recommend the payment of dividend of Re. 0.05 per equity share of face value of Rs. 10 each for the year ended 31st March, 2018. Further the Company has not transferred any amount to reserves during the year.

4. BONUS ISSUE:

Your director''s recommends the issue of Bonus Shares in the ratio of One equity shares of Rs. 10/-each for every two existing equity shares of Rs. 10/- each of the Company held by the Members on a date to be fixed by the Board, by capitalising a part of Free Reserves upto Rs.3,50,00,000/- The proposed issue of bonus shares is subject to the consent of shareholders at the forthcoming AGM. The bonus shares shall

rank pari passu in all respects with the existing fully paid up equity shares of the Company, including any dividend that may be declared for the financial year in which the bonus shares are allotted. The dividend declared for the year ended 31st March, 2018 shall not be applicable on the Bonus Shares.

5. INITAIL PUBLIC OFFERING:

During the year under review, your Company come up with a public issue of 18,96,000 equity shares of Rs. 10/- each at a premium of Rs. 17/- per share aggregating to the total Rs.5,11,92,000/- Subsequently the shares of the Company have been listed on SME platform of BSE Limited on 18th July, 2017.

6. USE OF PROCEEDS:

The Proceeds from the issue of the Company vide prospectus dated 23rd June, 2017 have been utilised/are in process of Utilisation for the purpose for which they were raised and there is no deviation in the Utilisation of proceeds.

7. SHARE CAPITAL:

In order to facilitate the capitalisation of Free Reserves to the extent of issue of bonus shares, the authorised share capital of the Company is proposed to be increased from Rs.7,00,00,000 Crores (Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakh only) equity shares of Rs. 10 each per equity shares to Rs. 11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 ( One Crore and Ten Lakh Only) equity shares of Rs. 10/- each.

The Paid up Share Capital of the Company as on 31st March, 2017 was Rs.508.7/-Lakh. During the year under review Company had allotted 18,96,000 Fresh Equity Shares by way of Initial Public Issue and the paid up capital the Company has increased to Rs.698.3/- Lakh.

8. NUMBER OF BOARD MEETINGS:

During the year under review, the Board of Directors duly met 12 (Twelve) times. Details of Board meetings for the year under review are tabulated hereunder:

Sr. No	Date of Board Meetings	Final Shah	Riddhi Shah*	Akshay Mohnot*	Mayank Agarwal***	Eity Pandey	Vinay Raval***
1.	13/04/2017	Y	Y	Y	Y	Y	X
2.	20/04/2017	Y	Y	Y	Y	Y	X
3.	22/04/2017	Y	X	Y	Y	Y	X
4.	26/04/2017	Y	Y	Y	Y	Y	X
5.	02/05/2017	Y	Y	Y	Y	Y	X
6.	03/05/2017	Y	Y	Y	Y	Y	X
7.	15/06/2017	Y	X	Y	Y	Y	X
8.	23/06/2017	Y	X	Y	Y	Y	X
9.	13/07/2017	Y	X	Y	Y	Y	X
10.	21/08/2017	Y	X	X	Y	Y	X
11.	14/11/2017	Y	Y	X	Y	Y	X
12.	08/02/2018	Y	Y	X	X	Y	Y
TOTAL		12/12	7/11	9/9	11/11	12/12	1/1

*Mrs. Riddhi Shah was resigned from the Board w.e.f 22nd April, 2017 and thereafter was appointed on the Board w.e.f 26th April, 2017.

** Mr. Akshay Mohnot was resigned from the Board w.e.f 21st August, 2017. ***Mr. Mayank Agarwal was resigned from the Board as Independent Director and Mr. Vinay Raval was appointed on the Board as an Additional Independent Director w.e.f 08th February, 2018.

9. DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Listing of Company

The Company was unlisted public company and listed during the year under review on BSE SME platform on 18th July, 2017.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such order have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.

12. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year under review the Company Registered office is shifted from "B-207, Titanium City Centre, Nr. Sachin Tower, Anand Nagar Road, Satellite, Ahmedabad-380 015 to "B-308 Titanium Heights, Nr. Vodafone House, Corporate Road Prahladnagar Ahmedabad, Makarba-380015."

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st March, 2018.

14. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

15. EXTRACTS OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed format is appended to this Report as Annexure II.

16. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

17. CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Net worth not exceeding Rs. 25 crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2017-2018.

18. AUDITORS OF THE COMPANY: SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Ms. Pooja Gwalani, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to undertake the Secretarial Audit for the Financial year 2017-2018. The Secretarial Audit report for the financial year 2017-2018 issued by Ms. Pooja Gwalani, Practicing Company Secretary has been annexed as Annexure III to this report. There were no qualifications or adverse mark in this report.

INTERNAL AUDITOR:

In accordance with the provisions of section 138 of the act and rules made thereunder, the Board of Directors, of the Company have appointed Mr. Deepak Rawal, Accountant of the Company as an internal auditor to conduct the Internal audit of the Company for the F.Y. 2018-2019.

STATUTORY AUDITORS AND THEIR OBSERVATIONS:

Members of the Company at the Annual General Meeting (''AGM'') held on 12th June, 2017, approved the appointment of Loonia & Associates Chartered Accountants, as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 5th Annual General Meeting held on 12th June 2017 until the conclusion of 9th Annual General Meeting of the Company to be held in the year 2021. Loonia & Associates Chartered Accountants, has audited the book of accounts of the Company for the Financial Year ended March 31, 2018 and have issued the Auditors'' Report thereon.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However, Loonia & Associates Chartered Accountants, has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly Loonia & Associates Chartered Accountants, will continue to be the Statutory Auditors of the Company for Financial Year ending March 31, 2019.

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.

20. DEMATERIALISATION OF SHARES:

During the year under review, the Company has entered into the Tripartite Agreement with both the depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for providing Demat facility to shareholders. For the purpose the Company has appointed Cameo Corporate Services Limited as its Registrar and Share Transfer Agent. The Company ISIN No. is INE413X01019.

21. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.7nrretailltd. in.

22. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 27th March, 2018 inter alia, to discuss:

> Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

> Review of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

> Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

1. DECLARATION FROM INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013.

2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company''s business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended 31st March, 2018.

3. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

23. RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the year under the review were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large Annexure V.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL, APPOINTMENT AND RESIGNATION:

In accordance of the provision of section 152 of the Companies Act, 2013, Mrs. Riddhi Shah (DIN:05197462) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of section 164 of the Act and offer himself for re-appointment.

During the year under the review Mr. Vinay Raval was appointed as Additional Independent Director of the Company and Mr. Mayank Agarwal has tendered the resignation from the Board w.e.f 08th February, 2018. Mrs. Riddhi Shah had resigned from the post of Director on 22nd April, 2017 and was appointed as non-executive non Independent Director on 26th April, 2017 and was regularized in AGM. Further Mr. Akshay Mohnot has tendered the resignation from the Board dated 21st August, 2017.

Further Mr. Kunjal Panchal has tendered the resignation from the post of Chief Financial Officer of the Company and Mr. Ramaniklal Bavalia was appointed on the Board as Chief Financial Officer of the Company w.e.f. 21st August, 2018. Mr. Ramaniklal Bavalia has tendered the resignation from the post of Chief Financial Officer and Mr. Mittal Shah was appointed on the Board as Chief Financial Officer of the Company w.e.f 14th November, 2018.

25. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company www.7nrretailltd.in.

26. POLICIES OF THE COMPANY

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace to follow gender neutral approach in handling complaints of sexual harassment. The Sexual Harassment policy has been available on the website of the Company www.7nrretailltd.in.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company www.7nrretailltd.in.

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company www.7nrretailltd.in.

PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company www.7nrretailltd. in.

27. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-VI.

28. RISK MANAGEMENT:

The Management regularly reviews the risk and took appropriate steps to mitigate the risk. In the opinion of the Board, no risk has been identified that may threaten the existence of the Company.

29. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

30. COMMITTEES OF THE BOARD:

During the year, your Directors have constituted or reconstituted wherever required, the following committees of the Board is in accordance with the requirements of the Companies Act, 2013. The Composition, terms of reference and other details of all Board level committees have been elaborated in detail:

AUDIT COMMITTEE;

The Audit Committee comprises of non executive Independent Director and Managing Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2017-2018, 3 meeting of Audit Committee were held on 13.04.2017, 20.04.2017, 14.11.2017.

The Composition of Audit Committee and the details of meetings attended by the members during the year are given below:

Sr. No.	Name of the Director	Status	Nature of Directorship	No. of Meetings	Meeting attended
1.	Ms. Eity Pandey	Chairman	Non- Executive & Independent Director	3	3
2.	Mr. Akshay Mohnot*	Chairman	Non-Executive & Independent Director	2	1
3.	Mr. Vinay Raval**	Member	Non- Executive & Independent Director	3	0
4.	Mr. Mayank Agarwal**	Member	Non- Executive & Independent Director	3	3
5.	Mr. Final Shah	Member	Managing Director	3	3

*Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21st August, 2017.

**Mr. Mayank Agarwal was resigned from the board as Independent Director and

Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018.

NOMINATION AND REMUNERATION COMMITTEE;

The Committee comprises of three non-executive Directors as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2017-2018, 4 meeting of Nomination and Remuneration Committee were held on 26.04.2017, 21.08.2017, 14.11.2017 and 08.02.2018

The Composition of Nomination and Remuneration Committee and the details of meetings attended by the members during the year are given below:

No.	Name of the Director	Status	Nature of Directorship	No. of Meetings	Meeting attended
1.	Mr. Vinay Raval*	Chairman	Non- Executive & Independent Director	0	0
2.	Ms. Eity Suryanarayan Pandey	Member	Non- Executive & Independent Director	4	4
3.	Mr. Mayank Agarwal*	Chairman	Non- Executive & Independent Director	3	3
4.	Mr. Akshay Premraj Mohnot**	Member	Non- Executive & Independent Director	1	1
5.	Mrs. Riddhi Pinal Shah	Member	Non- Executive & Non-independent Director	2	2

*Mr. Mayank Agarwal was resigned from the board as Independent Director and

Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018.

**Mr. Akshay Mohnot was resigned from, the Board as Independent Director w.e.f 21st August, 2017.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee comprises of three non-executive Directors as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2017-2018, NIL meeting of Stakeholder Relationship Committee were held.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Sr. No.	Name of the Director	Status	Nature of Directorship	No. of Meetings	Meeting attended
1.	Mr. Vinay Raval*	Chairman	Non-Executive & Independent Director.	0	0
2.	Ms. Eity Pandey	Member	Non-Executive & Independent Director.	0	0
3.	Mr. Mayank Agarwal*	Member	Non- Executive Independent Director	0	0
4.	Mr. Akshay Mohnot Agarwal**	Member	Non- Executive Independent Director	0	0
5.	Mrs. Riddhi Final Shah	Member	Non-Executive & Non- Independent Director	0	0

*Mr. Mayank Agarwal was resigned from the board as Independent Director and Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018.

**Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21st August, 2017.

31. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is not applicable to the Company.

32. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Financial Control function is well defined.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

34. DIRECTORS'' RESPONSIBILITY STATEMENT:

It is hereby stated that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The Directors 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;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(vi) 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.

35. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares is listed at Bombay Stock Exchange Limited (SME segment). The Annual Listing fees for the year 2017-2018 has been paid.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and On Behalf of Board of Directors of
7NR RETAIL LIMITED
	Sd/-	Sd/-
Place: Ahmedabad	PINAL SHAH	RIDDHI SHAH
Date: 10th August, 2018	MANAGING DIRECTOR	DIRECTOR
	DIN: 05197449	DIN: 05197462

ANNEXURE-II

MGT-9

Extract of Annual Return as on the Financial Year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS:

i.	CIN	L52320GJ2012PLC073076
ii.	Registration Date	21st December, 2012
iii.	Name of the Company	7NR RETAIL LIMITED (Formerly known as 7NR Retail Private Limited).
iv.	Category/ Sub-Category of the Company	Company Limited by Shares/ Indian Non- Govt. Company.
V.	Address of the Registered Office and Contact Details	B-308 Titanium Heights, Nr. Vodafone House Corporate Road, Prahaladnagar, Makarba, Ahmedabad- 380015. Email: [email protected] Telephone: 079-29708299.
vi.	Whether listed company	Yes
vii.	Name, Address and Contact Details of Registrar and Transfer Agent, if any	Cameo Corporate Services Limited "Subramanian Building, No. 1, Club House Road, Chennai 600 002. Phone No: 044-28460390. Email: [email protected].

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY;

All the business activities contributing 10% or more of the total turnover of the company shall be stated: -

No.	Name and Description of main Products/ Services	NIC Code of the Product/ Service	% to total turnover of the Company turnover of the Company
1.	Retailing and wholeselling of ready made garments	47711	100%

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES;

Sr. No.	Name And Address of the Company	CIN / GLN	Holding/ Subsidiary / Associate	% of Shares Held	Applicable Section
NIL

4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage Of Total Equity)

i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoter
(1) Indian
a) Individual/ HUF	0	4042700	4042700	79.47	4042700	0	4042700	57.89	-21.58
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp	-	-	-	-	-	-	-	-	-
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any Other	-	-	-	-	-	-	-	-	-
Sub-total(A)(l):-	0	4042700	4042700	79.47	4042700	0	4042700	57.89	-21.58
(2) Foreign
(a) Individuals (Non- Resident Individuals/ Foreign Individuals)
(b) Bodies Corporate	-	-	-	-	-	-	-	-	-
(c) Institutions	-	-	-	-	-	-	-	-	-
(d) Qualified Foreign Investor	-	-	-	-	-	-	-	-	-
(e) Any Other (specify)	-	-	-	-	-	-	-	-	-
Sub-Total (A) (2)	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoter and Promoter Group (A)	0	4042700	4042700	79.47	4042700	0	4042700	57.89	-21.58
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds/ UTI	-	-	-	-	-	-	-	-	-
(b) Financial Institutions/ Banks
(c) Central Government/ State Government(s)
(d) Venture Capital Funds	-	-	-	-	-	-	-	-	-
(e) Insurance Companies	-	-	-	-	-	-	-	-	-
(f) Foreign Institutional Investors
(g) Foreign Venture Capital Investors
(h) Qualified Foreign Investors	-	-	-	-	-	-	-	-	-
(i) Foreign Portfolio Investors (Corporate)
(j) Any Other (specify)	-	-	-	-	-	-	-	-	-
Sub-Total (B) (1)	-	-	-	-	-	-	-	-	-
(2) Non-Institutions
(a) Bodies Corporate	0	0	0	0	212000	0	212000	3.04	3.04
(b) Individuals
i. Individual shareholders holding nominal share capital upto Rs. 1 lakh	0	0	0	0	116000	0	116000	1.66	1.66
ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	0	1044300	1044300	20.53	2340300	0	2340300	33.15	-12.62
(c) Qualified Foreign Investors	-	-	-	-	-	-	-	-	-
(d) Any Other
i. Hindu Undivided Family	0	0	0	0	272000	0	272000	3.90	3.90
ii. Non Resident Indians (Non Repat)
iii. Non Resident Indians (Repat)	-	-	-	-	-	-	-	-	-
iv. Clearing Members/ Clearing House
Sub-total (B) (2)	0	1044,300	1044300	20.53	2940300	0	2940300	42.11	-21.58
Total Public Shareholding (B) = (B)(1) (B)(2)	0	1044300	1044300	20.53	2940300	0	2940300	42.11	-21.58
(C) Shares held by Custodians and against which Depository Receipts have been issued
GRAND TOTAL (A) (B) (C)	0	50,87,000	50,87,000	100	69,83,000	0	69,83,000	100	-25.6

#Note: The change in % of total shares of the Company between 01-04-2017 to 31.03.2018 is on account of issue of Equity Shares through an Initial Public Offer.

ii) Shareholding of Promoters (including Promoter Group)

Sr. No	Shareholder''s Name	Shareholding at the beginning of the year 01.04.2017			Shareholding at the end of the year 31.03.2018			% change in shareholding during the year
		No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares
1	Final Kanchanlal Shah	10,84,860	21.33	0.00	10,84,860	15.54	0.00	-5.79
2.	Riddhi Final Shah	3,91,100	7.69	0.00	3,91,100	5.60	0.00	-2.09
3.	Nutanben Jaykishan Patel	9,13,140	17.95	0.00	9,13,140	13.07	0.00	-4.88
4.	Chandrikaben Kanchanlal Shah	3,36,300	6.61	0.00	3,36,300	4.82	0.00	-1.79
5.	Jaykishan Shantilal Patel	3,21,500	6.32	0.00	3,21,500	4.60	0.00	-1.72
6.	Final Kanchanlal Shah HUF	3,21,500	6.32	0.00	3,21,500	4.60	0.00	-1.72
7.	Jaykishan Shantilal Patel HUF	3,21,500	6.32	0.00	3,21,500	4.60	0.00	-1.72
8.	Snehalben Kaushalbhai Shah	3,52,800	6.94	0.00	3,52,800	5.05	0.00	-1.89
	Total	40,42,700	79.47	0.00	40,42,700	57.89	0.00	-21.6

iii) Change in Promoters'' Shareholding (please specify, if there is no change)

Sr. No	Name of the Shareholder	Shareholding at the beginning of the year		Cumulative Shareholding during the Year
		No. of Shares	% of Total Shares of the Company	No. of Shares	% of Total Shares of the Company
1.	At the Beginning of the year	4042700	79.47%	4042700	79.47%
	Date wise Increase/ Decrease in Promoter Shareholding	#Note
	At the End of the Year	4042700	57.89%	4042700	57.89%

#Note: The change in % of total shares of the Company between 01-04-2017 to 31.03.2018 is on account of issue of Equity Shares through an Initial Public Offer.

iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holder of GDRs and ADRs):

Sr. No	Top Ten Shareholders*	Shareholding at the beginning of the year		Transactions during the year			Cumulative Shareholding during the Year
		No. of Shares	% of Total Shares of the Company	Date of Transaction	No. of Shares	Reason	No. of Shares	% of Total Shares of the Company
1.	Dhwani Mittal Shah	34300	0.67	--	â	--	34300	0.49
2.	Devangi Sunilkumar Shah	40000	0.79	--	--	--	40000	0.57
3.	Jitendra Harjivandas Gohel	100000	1.97	â	â	â	100000	1.43
4.	Neeta G Dabhi	100000	1.97	--	--	--	100000	1.43
5.	Naginbhai Maheriya	110000	2.16	â	â	â	110000	1.58
6.	Maheshbhai N. Purabia	120000	2.36	â	â	â	120000	2.36
7.	Prabhavatiben Patliya	50000	0.98	â	â	â	50000	0.72
8.	Kamlesh Solanki	100000	1.97	â	â	â	100000	1.43
9.	Akshay Jitendrakumar Brahambhatt	100000	1.97
				21.07.2017	16000	Purchase	116000	0.23
				04.08.2017	48000	Purchase	164000	0.91
				18.08.2017	12000	Purchase	176000	1.09
				25.08.2017	8000	Purchase	184000	1.20
				15.09.2017	8000	Purchase	192000	1.32
				06.10.2017	4000	Purchase	196000	1.37
				13.10.2017	4000	Purchase	200000	1.43
				03.11.2017	4000	Purchase	204000	1.49
				05.01.2018	(4000)	Sale	200000	1.43
				12.01.2018	(24000)	Sale	176000	1.09
				19.01.2018	12000	Purchase	188000	1.26
				25.01.2018	4000	Purchase	192000	1.32
				23.03.2018	(92000)	Sale	100000	0
10	Vimla Ostwal	-	-	-	-	-	-	-
				02.02.2018	280000	Purchase	280000	4.01
11	Sayar Bhandari	-	-	-	-	-	-	-
				08.09.2017	256000	Purchase	256000	3.66
12	Nitesh Pavskar	160000	3.15				160000
				22.12.2017	8000		168000	0.14
13	Manoj Chhaganlal Rathod HUF	-	-	-	-	-	-	-
				13.07.2017	40000	Purchase	40000	0.57
				01.09.2017	104000	Purchase	144000	2.06
				29.09.2017	(144000)	Sale	0	-
				06.10.2017	144000	Purchase	144000	2.06
				12.01.2018	(144000)	Sale	0	-
				09.02.2018	4000	Purchase	4000	0.06
				16.02.2018	(4000)	Sale	0	-
				23.02.2018	4000	Purchase	4000	0.06
				23.03.2018	160000	Purchase	164000	2.35

14	Vijay Vasita	130000	2.55	0	0	0	130000	1.86

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.	Name of the Shareholder	Shareholding at the beginning of the year		Shareholding at the end of the Year
		No. of Shares	% of Total Shares of the Company	No. of Shares	% of Total Shares of the Company
1.	Final Shah	10,84,860	21.33	10,84,860	15.54
2.	Riddhi Shah	3,91,100	7.69	3,91,100	5.60

5. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/ accrued but not due for payment

(Rs. In Lakh)

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	-	-	-	-
i) Principal Amount	-	-	-	-
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)
Change in Indebtedness during the financial year
Addition	-	-	-	-
Reduction	-	-	-	-
Net Change	-	-	-	-
Indebtedness at the end of the financial year
i) Principal Amount	-	-	-	-
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	-	-	-	-

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and / or Manager:

(Rs.In Lakh)

Sr. No	Particulars of Remuneration	Name of MD/WTD/ Manager			Total Amount
		Final Shah
		Managing Director
1.	Gross salary	6.00			6.00
(a)	Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961
(b)	Value of perquisites u/s 17(2) Income-tax Act, 1961
	(i) Perquisites w.r.t to exercise of Stock Options
	(ii) Other Perquisites
(c)	Profits in lieu of salary under Section 17(3) Income-tax Act, 1961
2.	Stock Option
3.	Sweat Equity
4.	Commission
	as % of profit
5.	Others, Allowances
	Total (A)	6.00			6.00
	Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)	-	-	-	-

B. Remuneration to other directors:

(Rs.in Lakh)

Sr. No.	Particulars of Remuneration	Name of Directors
1.	Independent Directors				Total Amount

	(a) Fee for attending board committee meetings (b) Commission (c ) Others, please specify
	Total (1)	-	-	-	-
2.	Other Non- Executive Directors	Riddhi Shah Director
	(a) Fee for attending board committee meetings	-	-	-	-
	(b) Commission	-	-	-	-
	(c ) Others, please specify	5.66
	Total (2)	5.66			5.66
	Total (B) = (1 2)	5.66			5.66
	Total Managerial Remuneration	5.66			5.66
	Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

(Rs. In Lakh)

Sr. No.	Particulars of Remuneration	Key Managerial Personnel
		Shaili Mehta	Mittal Shah*	Kunjal Panchal**	Total
		Company Secretary	Chief Financial Officer	Chief Financial Officer
1.	Gross salary	2.15	0.79	0.80	3.74
(a)	Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961
(b)	Value of perquisites u/s 17(2) Income-tax Act, 1961
	(i) Perquisites w.r.t to exercise of Stock Options
	(ii) Other Perquisites
(c)	Profits in lieu of salary under Section 17(3) Income-tax Act, 1961
2.	Stock Option
3.	Sweat Equity
4.	Commission
	as % of profit
5.	Others, Allowances
	Total (A)	2.15	0.79	0.80	3.74
	Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)

*Mr. Mittal Shah has been appointed on the Board as Chief Financial Officer w.e.f 14th November, 2017. **Mr. Kunjal Panchal has been resigned from the Board as Chief Financial Officer w.e.f.21st August, 2017.

VII. Penalties/Punishment/Compounding of offences; NIL

There were no penalties, punishment or compounding of offences during the year ended March 31, 2O18.

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding Fees Imposed	Authority [RD/NCLT/ Court]	Appeal made, if any (Give Details)
A. Company	NIL
Penalty
Punishment
Compounding
B. Directors
Penalty
Punishment
Compounding
C. Other Officers in Default
Penalty
Punishment
Compounding

For and On Behalf of Board of Directors of
7NR RETAIL LIMITED
	Sd/-	Sd/-
Place: Ahmedabad	PINAL SHAH	RIDDHI SHAH
Date: 10th August, 2018	MANAGING DIRECTOR	DIRECTOR
	DIN: 05197449	DIN: 05197462

ANNEXURE ''III''

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

The Members,

7NR RETAIL LIMITED

(CIN: L52320GJ2012PLC073076)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by 7NR RETAIL LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the 7NR RETAIL LIMITED''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by 7NR RETAIL LIMITED for the financial year ended on 31st March 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Acf):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(Not applicable to the Company during Audit Period); and

(vi) Other laws as applicable to the company as per the representations made by the management.

2. I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India and

ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

3. During the period under review and as per the explanations and clarifications given to us and the representations made by the management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

4. I have relied on the information & representations made by the company & its officers for systems and mechanisms formed by the company for compliances under other applicable acts, laws and regulations to the company.

5. I further report on the basis of information received and records maintained by the company that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(b) Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except in cases where meetings convened at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

6. I further report that as per the explanations and clarifications given to us and the representations made by the management, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

7. I further report that during the Audit Period under review:-

The equity shares of the Company were listed on SME platform of BSE Limited by initial public offer of 18,96,000 equity shares of face value of Rs. 10.00 each at a price of Rs. 27 per equity share (including a share premium of Rs 17.00 per equity share).

There were no other specific events / actions having a major bearing on the Company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Place: Ahmedabad

Signature: Sd/- (Pooja Gwalani)

Date: 10.08.2018

Name of Company Secretary in practice / Firm: Pooja Gwalani ACS No. 29004 & C P No.: 13864

Note:-This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure ''A''

To,

The Members

7NR RETAIL LIMITED

The Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Ahmedabad
Date: 10.08.2018

Signature: Sd/-
(Pooja Gwalani)

Name of Company Secretary in practice:
Pooja Gwalani ACS No. 29004 C P No.: 13846

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

More Information on 7NR Retail Ltd.

7NR Retail Ltd. Tools
Bulk Deals
7NR Retail Ltd. Company Details
Company Profile
Company History
Management Team
Capital Structure
Product Mix
Banker/Auditor/Registrar
Company History
Bonus
Rights
BSE Price History
7NR Retail Ltd. Key Financial Ratios
Ratios
7NR Retail Ltd. Results
Quarterly Results
Half Yearly Results
Nine Months Results
Annual Results
7NR Retail Ltd. Financial Data
Audited Results
Cash Flow
Balance Sheet
7NR Retail Ltd. Reports
Accounting Policies
Auditors Report
Directors Report
Notes To Account
7NR Retail Ltd. Corporate Announcements
Book Closure
Dividend
Board Meetings

Notifications

Settings

Clear Notifications

Notifications

Use the toggle to switch on notifications

Block for 8 hours
Block for 12 hours
Block for 24 hours
Don't block

Gender

Select your Gender

Age

Select your Age Range

Sign Out

Directors Report of 7NR Retail Ltd.

1. FINANCIAL RESULTS:

2. OPERATIONS:

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

4. WEBLINK OF ANNUAL RETURN:

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

B. PAID-UP SHARE CAPITAL:

6. DIVIDEND:

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

8. TRANSFER TO RESERVES:

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

11. MEETINGS OF THE BOARD OF DIRECTORS:

12. DIRECTORS RESPONSIBILITY STATEMENT:

13. CORPORATE SOCIAL RESPONSIBILITY fCSR):

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION-RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

ii. Secretarial Auditor''s Report:

15. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTSMADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

19. RESERVES & SURPLUS:

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISKMANAGEMENT POLICY OF THE COMPANY:

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:

22. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

23. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY ANDIOINT VENTURES:

24. SECRETARIAL STANDARDS:

25. REPORTING OF FRAUDS BY THE AUDITORS:

26. STATE OF COMPANYâS AFFAIRS:

27. STATEMENT ON ANNUAL EVALUATION OF BOARDâS PERFORMANCE:

28. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESSPRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

B. BUSINESS CONDUCT POLICY:

29. PARTICULARS OF EMPLOYEES:

30. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

32. DECLARATION BY INDEPENDENT DIRECTORS:

33. CORPORATE GOVERNANCE:

34. DEPOSITS:

35. DEMATERIALISATION OF EQUITY SHARES:

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

37. AUDITORS:

A. Statutory Auditor:

B. Secretarial Auditor:

38. DISCLOSURESA. Composition of Audit Committee:

B. Composition of Nomination and Remuneration Committee:

C. Composition of Stakeholders'' Relationship Committee:

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

40. INDUSTRIAL RELATIONS:

41. MAINTENANCE OF COST RECORDS:

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE. 2016:

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILINGLOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

44. ACKNOWLEDGEMENTS:

Registered Office: By the Order of the Board of

Sd/- Sd/-

.. , , , Avantinath Raval Chetan Kumar Ojha

Director Managing Director

Date: 6th August, 2025 DIN: 07686783 DiN: 09706197

1. FINANCIAL RESULTS:

2. OPERATIONS:

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

4. WEBLINK OF ANNUAL RETURN:

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

B. PAID-UP SHARE CAPITAL:

6. DIVIDEND:

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

8. TRANSFER TO RESERVES:

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

11. MEETINGS OF THE BOARD OF DIRECTORS:

12. DIRECTORS RESPONSIBILITY STATEMENT:

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION.RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

ii. Secretarial Auditor''s Report:

15. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTSMADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION-
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

15. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

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

22. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

23. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND
IOINT VENTURES:

26. STATE OF COMPANYâS AFFAIRS:

27. STATEMENT ON ANNUAL EVALUATION OF BOARDâS PERFORMANCE:

28. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

38. DISCLOSURES
A. Composition of Audit Committee:

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016:

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING
LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

^Date: 6^th Augu^st, ²⁰²⁵ DIN: 07686783 DiN: 09706197

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

15. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

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

22. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

23. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND
IOINT VENTURES:

26. STATE OF COMPANYâS AFFAIRS:

27. STATEMENT ON ANNUAL EVALUATION OF BOARDâS PERFORMANCE:

28. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016: