The Company continued its growth momentum during
FY 2025-26, driven by strategic expansion of its retail
network, strengthened market presence and sustained
customer demand. Revenue from operations increased
by 37.1% to ''1,84,086.90 Lakhs as against ''1,34,297.79
Lakhs in the previous year, supported by the addition of
new stores during the year, taking the total store count to
263 stores as on March 31, 2026 from 214 stores as on
March 31, 2025, coupled with positive Same Store Sales
Growth (SSSG). Consequently, total income increased to
''1,85,250.47 Lakhs from ''1,35,253.95 Lakhs in FY 2024-25.

The Company''s operating performance remained
resilient amid a dynamic retail environment. Profit before
exceptional items and tax stood at ''2,880.48 Lakhs as
compared to ''2,974.12 Lakhs in the previous year. The

marginal variation reflects the investments made towards
store network expansion, strengthening of operations and
higher scale of business during the year. Encouragingly,
the Company''s core business continued to deliver
growth, supported by improved revenues and disciplined
execution.

During the year, the Company recognised a net exceptional
gain of ''3,251.11 Lakhs. This primarily includes the impact
arising from the reassessment of lease term estimates
in accordance with Ind AS 116, partly offset by losses
recognised on settlement of insurance claims relating to
the fire incident at the erstwhile central warehouse and
the impact of new labour codes. Consequently, Profit After
Tax increased significantly to ''4,688.88 Lakhs as compared
to ''1,474.20 Lakhs in FY 2024-25. Total Comprehensive
Income for the year also stood at ''4,638.75 Lakhs against
''1,343.63 Lakhs in the previous year.

The Board believes that the Company''s strong revenue

growth, continued store expansion and focus on operational
efficiency position it well for sustainable long-term growth.
The performance during the year reflects the resilience of
the business model and management''s commitment to
creating enduring value for all stakeholders.

Consolidated Financials

The Company delivered a strong performance during FY
2025-26, with revenue from operations increasing by
37.1% to ''1,84,094.52 Lakhs from ''1,34,314.30 Lakhs in
the previous year, driven by the expansion of the retail
store network and positive Same Store Sales Growth
(SSSG). Total income rose to ''1,85,256.47 Lakhs as against
''1,35,268.87 Lakhs in FY 2024-25.

Profit before exceptional items and tax remained stable
at ''2,877.68 Lakhs compared to ''2,963.38 Lakhs in the
previous year, reflecting the Company''s resilient operating
performance amidst continued investments in growth and
expansion. During the year, the Company recognised a net
exceptional gain of ''3,251.11 Lakhs, primarily on account
of the reassessment of lease term estimates, partly offset
by losses arising from the settlement of insurance claims
and the impact of new labour codes. Consequently, Profit
After Tax increased to ''4,686.78 Lakhs from ''1,466.29
Lakhs in the previous year.

The performance reflects the Company''s continued focus
on expanding its retail presence, strengthening operational
capabilities and creating long-term value for stakeholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed evaluation of the Company''s operational
and financial performance, along with insights into
human resource development, economic outlook, and
the associated risks and concerns, is provided in the
Management Discussion and Analysis Report.

GENERAL REVIEW & STATE OF COMPANY''S AFFAIRS

The financial year 2025-26 marked another year of strong
growth and strategic progress for the Company. Leveraging
its well-established brands, "Style Bazaar" and "Express
Bazaar", the Company continued to expand its footprint
across emerging markets while strengthening operational
capabilities and advancing its digitalinitiatives. Guided
by its cluster-based expansion model, the Company
successfully penetrated Tier 2, Tier 3, and Tier 4 cities and
towns, serving the evolving needs of a rapidly expanding
consumer base. During the year under review, the
Company crossed the significant milestone of 250 stores,
underscoring the effectiveness of its growth strategy and
further consolidating its presence in the Indian value retail
landscape.

As of March 31, 2026, the Company operated a network of
263 retail stores across nine states, namely West Bengal,
Odisha, Assam, Bihar, Jharkhand, Uttar Pradesh, Andhra
Pradesh, Arunachal Pradesh, and Tripura. This extensive
regional presence enables the Company to effectively cater
to diverse consumer preferences and evolving fashion
trends across its target markets, thereby strengthening
customer engagement and brand loyalty. The Company''s
cluster-based expansion strategy continues to be a key
driver of growth, facilitating deeper market penetration,
enhanced brand visibility, operationalefficiencies, and
economies of scale while leveraging regional insights and
market familiarity.

The Company''s total retail space witnessed a significant
increase, expanding from approximately 19.21 lakh sq.
ft. in FY 2024-25 to 24.58 lakh sq. ft. in FY 2025- 26. This
expansion has been instrumentalin accommodating a
broader inventory, offering customers a more spacious
and immersive shopping experience, and supporting the
Company''s growing product portfolio.

The Company had previously informed about the fire
incident that occurred on May 20, 2024, at its erstwhile
central warehouse at Serampore, West Bengal, which
resulted in loss of inventory and capital assets. During the
year under review, the Company received an amount of
''3.48 Crores, including salvage value, towards settlement
of the insurance claim relating to the loss of capital assets.
Further, subsequent to March 31, 2026, the insurer
settled the inventory loss claim for ''23.00 Crores. The
Company continues to maintain robust business continuity
mechanisms and had successfully restored normal
operations with minimal disruption following the incident.

During the year under review, operations at the Company''s
store located at Dhuliyan, West Bengal, were temporarily
disrupted due to civil unrest in the local area. The Company
promptly undertook necessary measures to restore
normalcy, and the store has since resumed operations.
The resultant loss/damage is covered under the applicable
insurance policy, and the Company is in the process of
pursuing and recovering the eligible insurance claim.

The Company continues to strengthen its supply chain
capabilities through a robust warehousing and distribution
network designed to support its expanding retail footprint.
As of the date of this Annual Report, the Company operates
a state-of-the-art central warehouse at Serampore, West
Bengal, with an aggregate area of approximately 3.25 lakh
sq. ft. The facility serves as the backbone of the Company''s
inventory management and distribution operations,
enabling efficient stock handling, enhanced inventory
visibility, and timely replenishment across its store network.

To further support its cluster-based growth strategy,
the Company operates strategically located distribution
hubs at Guwahati, Patna, and Lucknow, each comprising
approximately 15,000 sq. ft. of operational space. These
hubs facilitate seamless movement of merchandise from
the central warehouse to stores within their respective
regions, thereby improving supply chain responsiveness
and reducing replenishment lead times.

The Company''s hub-and-spoke distribution model enables
efficient allocation of inventory based on store-level
demand patterns, ensuring optimal stock availability while
enhancing transportation efficiency. These facilities also
support the consolidation of store returns and inter-store
stock movements, contributing to improved inventory
productivity and operational effectiveness. Collectively, the
warehousing and distribution infrastructure provides the
scalability and agility required to support the Company''s
continued expansion, while ensuring a consistent and
efficient customer experience across its retail network.

The year under review was marked by a notable financial
achievement, as the Company''s revenue from operations
exceeded ''1,800 crore for the first time. This milestone
reflects the successful scaling of operations, continued
expansion of the retail network, and sustained customer
trust, highlighting the Company''s commitment to delivering
consistent growth and long-term stakeholder value.

The Company''s continued expansion into new and
underserved markets has contributed significantly to
business growth and customer acquisition during the
year. By strengthening its presence across emerging
consumption centres, the Company has been able to cater
to a wider customer base and address the growing demand
for quality products at affordable prices. The expansion of
the retail footprint has also enabled the Company to offer
a broader merchandise assortment, improve product
availability, and enhance the overall shopping experience
through effective store layouts and visual merchandising
initiatives. These efforts have supported sustained sales
growth, stronger customer engagement, and increased
brand visibility across its operating markets.

People remain at the heart of the Company''s growth
strategy, and the Company continues to invest in
creating an inclusive, engaging, and high-performance
work environment. During the year under review, the
workforce expanded to approximately 5,300 employees
across the corporate office, warehouse facilities, and retail
store network, reflecting the Company''s commitment to
generating employment opportunities and supporting the
communities in which it operates.

The Company further strengthened its employee
value proposition through the implementation of a
comprehensive Human Resources framework focused
on employee well-being, talent development, and
organizational effectiveness. Initiatives such as enhanced
employee welfare measures and group medical insurance
coverage underscore the Company''s commitment
to fostering a safe, supportive, and employee-centric
workplace.

To promote greater collaboration and employee
engagement, the Company introduced a monthly
internal newsletter that serves as a platform for
sharing organizational updates, recognizing employee
achievements, and reinforcing the Company''s values
and culture. These initiatives have helped strengthen
communication, enhance employee connectedness, and
nurture a strong sense of belonging across the organization.

Recognizing that strong leadership is critical to sustainable
growth, the Company also augmented its leadership team
with experienced professionals possessing deep industry
expertise. This strengthened leadership bench is expected
to further enhance organizationalcapabilities, drive
innovation, strengthen governance practices, and support
the Company''s long-term growth aspirations.

The Company remains committed to attracting, retaining,
and developing talent, while fostering a culture of
meritocracy, continuous learning, diversity, and mutual
respect, thereby enabling employees to contribute
meaningfully to the Company''s ongoing success.

A significant event during the year under review was the
preferential issue of 1,01,00,000 share warrants of face
value ''5 each, convertible into an equivalent number
of equity shares, to Cupid Limited, for an aggregate
consideration of ''3,31,53,25,000 as a part of a strategic
business partnership between both the companies. The
issuance was approved by the Board of Directors on
January 20, 2026, and subsequently by the shareholders
at the Extraordinary General Meeting held on February 13,
2026.

Pursuant to the approvals vide resolutions to that effect
passed by the Board of Directors, the warrants were
allotted on April 02, 2026, upon receipt of 25% of the issue
consideration, amounting to ''82,88,31,250. Thereafter,
15,00,000 warrants were converted into an equivalent
number of equity shares upon receipt of the balance 75%
consideration of ''36,92,81,250, with the conversion being
approved by the Board at its meeting held on May 18, 2026.

The preferential issue has been undertaken to support

the Company''s strategic growth objectives, including
debt reduction, financing the expansion of its retail
network through new store openings, and meeting
general corporate requirements. The funds are expected
to improve the Company''s capital structure and provide
resources for future growth initiatives.

Digital transformation continues to be a key enabler of
Baazar Style Retail Limited''s growth strategy, supporting
operational excellence, scalability, and enhanced customer
experience. During the year, the Company strengthened
its technology infrastructure through the implementation
of Infor Warehouse Management System (WMS) and a
modern wireless network across its warehouses.

The Company also successfully completed the greenfield
implementation of SAP S/4HANA, creating an integrated
digitalecosystem connecting key business functions,
including warehouse operations, point-of-sale (POS),
vendor management, banking interfaces, and enterprise
data platforms. Further, the deployment of DOMO has
enhanced the Company''s reporting, analytics, and decision¬
making capabilities through a unified business intelligence
framework.

To further strengthen operational efficiency and
organisational scalability, the Company is implementing
Transportation Management Systems (TMS), Allocation
& Replenishment solutions, and Human Resource
Management Systems (HRMS). In parallel, the Company
continued to enhance its cybersecurity and information
security framework through strengthened governance,
advanced security controls, and improved technology
infrastructure.

The Company continues to leverage its digital governance
and compliance platforms to strengthen transparency,
accountability, and operational efficiency. The Structured
Digital Database (SDD), implemented in compliance with the
SEBI (Prohibition of Insider Trading) Regulations, continues
to provide a secure and robust framework for managing
unpublished price sensitive information and related
records. The Board Meeting Management System (BMMS)
remains an integral part of the Company''s governance
framework, facilitating efficient conduct of Board and
Committee meetings while enhancing transparency and
accountability.

The enterprise-wide compliance management platform
continues to support the effective monitoring and tracking
of statutory and regulatory compliances across functions
and organisational levels. In addition, the Company''s
digitised documentation and workflow processes have
contributed to improved operational efficiency, stronger

internal controls, reduced paper consumption, and
advancement of its sustainability objectives. These digital
solutions continue to play a significant role in strengthening
the Company''s governance, compliance, and control
environment.

These initiatives have established a robust, integrated,
and secure technology foundation that supports the
Company''s long-term growth aspirations and commitment
to operational excellence.

The Company continues to uphold the highest standards
of corporate governance, rigorously complying with
all applicable laws, rules, and regulations under the
Companies Act, 2013 and other relevant statutes.

In conclusion, FY 2025-26 has been a year of strategic
expansion, operational excellence, digital transformation,
and financial achievement. With a strong foundation in
place, your Company is well-positioned to continue its
growth trajectory, redefine the retail experience, and
deliver sustained value to its stakeholders across India.

DIVIDEND

In order to fund the growth plans and consider the industry
outlook and financial position of the Company, your Board
of Directors have not recommended any dividend for the
financial year ended on March 31,2026.

Dividend Distribution Policy

The Company has a Dividend Distribution Policy pursuant
to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
same can be viewed on the company''s website athttps://
stylebaazar.in/Files/CorporateGovernance/6/Policy on
Distribution o f Dividend

TRANSFER TO RESERVES

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

CHANGE IN NATURE OF BUSINESS, IF ANY

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company has a non¬
material wholly owned subsidiary ("WOS") namely Konnect
Style RetailPrivate Limited. Except this, your Company
has no subsidiary, associates or joint venture during the
financial year 2025-26. The Statement in Form AOC-1
containing the salient features of the financial statements

of your Company''s Subsidiary Companies pursuant to
the proviso to Section 129(3) of the Companies Act 2013
(''Act'') read with Rule 5 of the Companies (Accounts) Rules
2014, forms part of the Annual Report. Further, in line
with Section 129(3) of the Act read with the Rules above,
SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and in accordance with the Indian
Accounting Standards, Consolidated Financial Statements
prepared by your Company include financial information of
its Subsidiary Companies as per Rule 8(1) of the Companies
(Accounts) Rules, 2014, forms part of the annual accounts
which have been placed on the website of your Company
https://stylebaazar.in/Theme/Uploads/Investor/Schemes/
scheme 20260828120325.pdf.Further, the contribution
of above-mentioned subsidiary companies to the overall
performance of the Company are provided in the
Consolidated Financial Statements forming part of this
report.

Performance of M/s. Konnect Style Retail Private
Limited, wholly owned subsidiary (WOS)

M/s. Konnect Style Retail Private Limited, a wholly owned
subsidiary of the Company, is engaged in the e-commerce
business. During the reporting period, the company
generated a revenue from operations (turnover) of ''7.62
lakhs and a Profit After Tax (PAT) of '' (2.10) lakhs. The
company is currently in the nascent stage of its operations
and business life cycle.

SIGNIFICANT/ MATERIAL EVENTS OCCURRED DURING
THE FINANCIAL YEAR

During the year under review, the Company undertook a

preferential issue of 1,01,00,000 share warrants of face
value ''5 each, with each warrant being convertible into
or exchangeable for one fully paid-up equity share of face
value ''5 each. The warrants may be exercised, in one or
more tranches, at any time during the period commencing
from the date of allotment and ending upon the expiry of
18 (eighteen) months therefrom pursuant to the provisions
of Sections 23(l)(b), 42, 62(1)(c), 179 of the Companies Act,
2013 and applicable rules made thereunder, including the
Companies (Prospectus and Allotment of Securities) Rules,
2014, the Companies (Share Capitaland Debentures)
Rules, 2014 read with the provisions of Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulation 2018 and Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation 2015.

The warrants were issued for cash at a price of ''328.25
per warrant, comprising a face value of ''5 and a premium
of ''323.25 per warrant, aggregating to a potential fund
infusion of up to ''3,31,53,25,000. The preferential issue was
approved by the Board of Directors at its meeting held on
January 20, 2026, and subsequently received shareholders''
approval at the Extraordinary General Meeting held on
February 13, 2026.

This preferential allotment was undertaken as part of a
strategic transaction between the Company and Cupid
Limited, reinforcing the Company''s growth objectives and
creating long-term value for stakeholders.

Objects of the Preferential Issue and Utilisation of Net
Proceeds

Pursuant to the receipt of ''82,88,31,250 being 25% of
the totalwarrant subscription amount, the Company
allotted 1,01,00,000 share warrants to Cupid Limited on
April 2, 2026. Thereafter, upon receipt of the balance 75%
consideration of ''36,92,81,250 in respect of 15,00,000
warrants, the Board approved the conversion of such
warrants into 15,00,000 equity shares of face value ''5 each
at its meeting held on May 18, 2026.

SHARE CAPITAL

Authorised Share Capital

As on March 31, 2026, the Authorised Share Capital
of the company stood at ''50,00,00,000/- divided into
10,00,00,000 equity shares of ''5 per share.

Change in paid up Share Capital

The paid-up share capital of the Company remained
unchanged during the year under review. However,
subsequent to the close of the financial year, at its meeting
held on May 18, 2026, the Board of Directors approved the
conversion of 15,00,000 share warrants into an equivalent
number of equity shares of face value ''5/- each. These
warrants formed part of the 1,01,00,000 share warrants
originally allotted to Cupid Limited pursuant to the
resolutions passed by the Board of Directors at its meeting
held on April 2, 2026.

The conversion was approved upon receipt of
''36,92,81,250/-, representing the outstanding 75% of

the consideration payable on such warrants, the balance
25% having been received at the time of their allotment.
Consequently, 15,00,000 equity shares of face value ''5/-
each were allotted and issued to Cupid Limited upon
conversion of the aforesaid warrants.

In view of the above paid-up share capital of the company
increased from ''37,30,86,765 to ''38,05,86,765

PUBLIC DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board of Directors

The constitution of the Board of Directors of the Company
is in accordance with the provisions of the Act and SEBI
LODR Regulations. As on March 31, 2026, The Board of
Directors consists of total of ten members, out of which
five are Independent Directors. Moreover, the Board also
comprises of four Executive Directors, one Non-Executive
Director and two Woman Directors out of which one is
Independent Director. The details of Board and Committees
composition, tenure of Directors, areas of expertise and
other details are available in the Corporate Governance
Report, which forms part of this Annual Report.

Changes in Directors and Key Managerial Personnel:
Change of Designation

Mr. Pradeep Kumar Agarwal resigned from the position
of Chairman of the Company on February 6, 2026.
Subsequently, based on the recommendation of the
Nomination and Remuneration Committee received on
February 4, 2026, the Board of Directors, at its meeting
held on February 6, 2026, appointed Mr. Rohit Kedia as the
Chairman of the Company.

Retirement by Rotation of Director

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Rohit Kedia (DIN:06562024),
Whole-Time Director and Mr. Shreyans Surana
(DIN:02559280) Managing Director, being longest in the
office shall retire by rotation and being eligible, offer their
candidature for re-appointment.

Details of the above-mentioned Directors seeking such
re-appointment are given in the Notice of the ensuing 13^th
Annual General Meeting being sent to the members along
with the Annual Report.

Declaration of Independence by Independent
Directors

Pursuant to the provisions of sub-section (7) of Section
149 of the Companies Act, 2013 the Company has received
declarations from allIndependent Directors confirming
that they meet the criteria of independence as prescribed
under the provisions of Section 149 (6) of the Companies
Act, 2013 read with the Schedule and Rules issued
thereunder as well as Regulation 16 of the SEBI (LODR)
Regulations, 2015 (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force).
There has been no change in the circumstances affecting
their status as Independent Directors of the Company. The
Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV of the Act.

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

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

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

A note on the familiarisation programme for orientation
and training of the Directors undertaken in compliance with
the provisions of the Act and the SEBI LODR Regulations
is provided in the Corporate Governance Report, which
forms part of this Annual Report.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND
POLICIESBoard Meetings

In accordance with the provisions of Section 173 of
the Companies Act, 2013 read with the relevant Rules
thereto read with with Regulation 17(2) of the SEBI (LODR)
Regulations, the Board of Directors of the Company has
met 5 (five) times during the current financial year on
14.05.2025, 01.08.2025, 10.11.2025, 20.01.2026 and
06.02.2026 in "Video Conferencing / Other Audio Visual
Means" (VC/OAVM) as required in line with Companies Act,
Rules and Secretarial Standards. The details of the meetings
attended by the Directors during the financial year 2025-26
has been furnished in the Corporate Governance Report
forming part of this report.

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

Audit Committee

Pursuant to Section 177 of the Companies Act, 2013, and
the applicable rules of the Companies (Meetings of Board
and its Powers) Rules, 2014, and Regulation 18 of the SEBI
(LODR) Regulation, 2015, the Company has duly constituted

Audit Committee. It is noteworthy that the majority of the
Audit Committee members are Independent Directors,
each with a robust background in accounting and financial
management. The current composition, term of reference,
name of members, chairman and meeting of the committee
have been furnished in the Corporate Governance Report
forming part of this report.

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

Nomination and Remuneration Committee

In terms of the provisions of Section 178 of the Companies
Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014, and Regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company has properly constituted
the Nomination & Remuneration Committee. All members
of the said committee are Independent of the Company.
The current composition, term of reference, name of
members, chairman and meeting of the committee have
been furnished in the Corporate Governance Report
forming part of this report.

The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a Policy
on Nomination and Remuneration of Directors, Key
Managerial Personnel and Senior Managerial Personnel
("Nomination and Remuneration Policy") which includes the
criteria for determining qualifications, positive attributes,
remuneration and independence of a director and others
as provided under Section 178(3) of Companies Act, 2013.
The salient features of the policy are as follows:

Nomination and Remuneration Policy

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

The objectives of the Nomination and Remuneration
policy is to include formulating criteria for determining
qualifications and independence of directors, evaluating
performance, identifying suitable candidates for key

positions, recommending appointments and removals, and
ensuring diversity and appropriate remuneration levels.

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

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

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

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

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

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

The Company''s Appointment & Remuneration Policy
on Directors appointment and remuneration, including
criteria for determining qualifications, positive attributes,
independence of a director and other matters provided
under Section 178(3) of Companies Act, 2013 has been
placed on the website of the Company at thehttps://
stylebaazar.in/Files/CorporateGovernance/11/Policy on
Nomination Remuneration of Directors Key Managerial
Personnel and Senior Management Personnel

Vigil Mechanism for the Directors and Employees

In terms of the provisions of Section 177(9) of the
Companies Act, 2013 read with the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation
22 of the SEBI LODR Regulations, the Board has, on the
recommendation of the Audit Committee framed a
"Whistle Blower Policy/VigilMechanism" that provides a
formal mechanism for Directors and all employees of the
Company to approach the Vigilance and Ethics Officer
and Chairman of the Audit Committee of the Company
and make protective disclosures about the unethical
behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct. The Whistle Blower Policy/
Vigil Mechanism is an extension of the Code of Conduct for
Directors and Senior Management Executives adopted by
the Company, which requires every employee to promptly
report to the Management any actual or possible violation
of the Code or an event when he becomes aware of, that
could affect the business or reputation of the Company.
The disclosures reported are addressed in the manner and
within the time frames as prescribed in the policy. Under
the Policy, each employee of the Company has an assured
access to the Vigilance and Ethics Officer and Chairman
of the Audit Committee. The said Policy is disclosed on
the website of the Company athttps://stylebaazar.in/Files/
CorporateGovernance/8/Whistle Blower Policy under the
Investor section. During the year under review, neither
any employee was denied access to the Chairman of the
Audit Committee, nor any complaint was received by the
Vigilance and Ethics Officer in respect of the violations of
the Company''s Code of Conduct.

Corporate Social Responsibility (CSR) Committee

Our CSR philosophy transcends traditional philanthropy,
aiming to make a profound impact on society. We focus our
efforts on community development, thereby contributing to
the nation''s growth. By collaborating with various agencies,
we drive initiatives that reach every corner of the country.

In terms of the provisions of Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, the
company has properly constituted the CSR Committee. The
current composition, term of reference, name of members,
chairman and meeting of the committee have been
furnished in the Corporate Governance Report forming
part of this report.

The salient features of the CSR policy and the disclosures
on CSR activities undertaken by the Company as per
Companies (Corporate Social Responsibility Policy) Rules,
2014 is made in prescribed form which is appended to the

Directors'' Report forming part of this Annual Report and
annexed as ‘Annexure -/''.

The Website of the Company has a separate section on
CSR under the sustainability tab displaying comprehensive
information of Corporate SocialResponsibility ("CSR")
Activities and the "CSR Policy" of the Company is also
available on Company''s website athttps://stylebaazar.in/
Files/CorporateGovernance/13/Policy on Corporate Social
Responsibility

Risk Management Committee

In terms of Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the company
has duly constituted Risk Management Committee. The
current composition, term of reference, name of members,
chairman and meeting of the committee have been
furnished in the Corporate Governance Report forming
part of this report.

The Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in the area
of financial risks and controls. The major risks identified by
the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.

Risk Management Policy

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

A combination of policies and processes as outlined above
adequately addresses the various risks associated with the
Company''s business. There is no element of risk identified
by the Management that may, in the opinion of the Board,
threaten the existence of the Company.

The Risk Management Policy of the Company is available
on Company''s website athttps://stylebaazar.in/Files/
CorporateGovernance/10/Policy on Risk Management

Stakeholders Relationship Committee

In terms of Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015, the

Company has duly constituted Stakeholders Relationship
Committee. The current composition, term of reference,
name of members, chairman and meeting of the committee
have been furnished in the Corporate Governance Report
forming part of this report.

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

Initial Public Offer ("IPO") Committee

The IPO Committee, constituted pursuant to a Board
resolution dated February 04, 2024, was a sub-committee
entrusted with overseeing and facilitating the Company''s
Initial Public Offering (IPO) process. The Committee was
subsequently dissolved pursuant to a resolution passed
by the Board of Directors at its meeting held on August
13, 2026. Its key responsibilities included completing
legal, statutory and procedural formalities, appointing
intermediaries, and filing the requisite documents with SEBI,
the stock exchanges, and the Registrar of Companies, West
Bengal. Details regarding the Committee''s composition,
terms of reference, members, Chairperson, and meetings
are provided in the Corporate Governance Report.

The IPO Committee was dissolved by a resolution passed
by the Board of Directors in its meeting held on August 13,
2026 as all the proceeds of the IPO have been completely
utilized in accordance with the object of the IPO as stated
in the Prospectus. Further, CARE Ratings Limited, the
Monitoring agency appointed to monitor the utilization of
funds has issued its Monitoring Report stating complete
utilization of the funds without any deviation or variation
in accordance with the provisions of Regulation 32 of
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Committee of Directors

The Board of Directors has delegated some powers to the
Committee of Directors from time to time. The Committee
of Directors is a sub-committee formed by the Board of
Directors within a company to manage specific duties and
responsibilities, allowing the board to focus on broader
strategic issues. This committee is constituted under
Section 179 of the Companies Act, 2013, which grants
the Board of Directors the authority to delegate certain
powers to smaller groups within the board for efficient
management and decision-making. The primary purpose
of the Committee of Directors is to approve borrowing,
investments within the limit approved by the board of

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

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

Statement on Annual Evaluation of Directors and
Board

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the Board has
carried out an annual evaluation of Board as a whole, as
well as the evaluation of the working of committees of the
Board and Individual Directors, including Chairman of the
Board in the meeting of the Board held on May 18, 2026.
Further, the performance evaluation of the Board as a
whole, the Non-Independent Directors and the Chairman
of the Board was carried out by the Independent Directors
in their separate meeting held on March 28, 2026, for the
Financial Year 2025-26. A brief disclosure regarding their
attendance in the meeting is disclosed in the Corporate
Governance Report forming part of this Annual Report on

page no.....This exercise was carried out in accordance with

the Policy framed by the Company within the framework of
applicable laws.

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

The company opted for a questionnaire method for this
evaluation. The questionnaire was designed to capture
detailed feedback on various aspects of performance and
governance. The responses were then analysed to derive
the insights and placed before the Board.

The Board of Directors expressed their satisfaction with
the evaluation process.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013,
in relation to the Audited Financial Statements of the
Company for the financial year ended March 31, 2026, the
Board of Directors hereby confirms that:

a. in preparation of the annual accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures.

b. such accounting policies have been selected and
applied consistently and the Directors made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as on March 31, 2026, and of the profits or
loss of the Company for the year ended on that date;

c. proper and sufficient care was taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

d. the annualaccounts of the Company have been
prepared on a going concern basis.

e. had laid down Internal Financial Controls to be followed
by the Company and that such InternalFinancial
Controls are adequate and were operating effectively;
and

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

INTERNAL FINANCIAL CONTROLS

The Company has aligned its systems of internal
financial control in line with the globally accepted risk-
based framework which meets the requirements of the
Companies Act, 2013. Moreover, the Company has an
effective internal control and risk mitigation system, which
is constantly assessed based on the essential components
of Internal Controls stated in the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting
issued by The Institute of Chartered Accountants of India
and strengthened with new/ revised standard operating
procedures.

The Company believes that a strong internalcontrol
framework is necessary for business efficiency,
management effectiveness and in safeguarding of assets.
Assurance to the Board on the effectiveness of internal
financial controls is obtained through three Lines of
Defence which includes:

(a) Management reviews and control self-assessment.

(b) Continuous controls monitoring by functional experts;
and

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

The InternalControlframework aims to enhance
transparency and accountability in the organization''s
processes for designing and implementing internal
controls. This framework mandates the identification
and analysis of risks, followed by the management of
appropriate responses. The Company has successfully
established this framework and ensured its effectiveness.

The Company''s internal controls are tailored to its size
and operational nature, providing reasonable assurance
regarding the recording and provision of reliable financial
and operational information, compliance with applicable
laws, safeguarding assets from unauthorized use, executing
transactions with proper authorization, and adherence to
corporate policies. Additionally, the Company has a well-
defined delegation of authority, with limits commensurate
with responsibilities, for approving engagements with
stakeholders that involve committing organizational
resources and result in the creation of assets, liabilities,
income, and expenditure. The Company''s management
assessed the effectiveness of the Company''s internal
financial controls with reference to financial statements as
at March 31,2026, based on the criteria established by the
Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal
Financial Controls over Financial Reporting issued by the
Institute of Chartered Accountants of India.

The Company recently migrated its ERP platform from
Ginesys to SAP Rise with S/4HANA, which went live
on June 1, 2026. The new ERP platform integrates
key business processes including store operations,
procurement, inventory management, sales and financial
reporting, thereby enhancing operational efficiency,
process standardisation, visibility and control across the

organisation. The system supports effective monitoring
and management of business operations and facilitates
timely decision-making across functions.

The Internal Audit function for the year under review was
carried out by M/s Ernst & Young LLP (E&Y), Independent
InternalAuditors of the Company. The InternalAudit
programme periodically covered key business processes
and operational areas of the Company. The audit scope,
methodology to be used, reporting framework or internal
audit plan, is defined by the Audit Committee of the
Board of Directors in consultation with Internal Auditor
each year. The Internal Auditor evaluates the efficacy and
adequacy of internal control system, its compliance with
operating systems, policies, and accounting procedures
of the Company. The Internal Audit also evaluates various
processes being followed by the Company and suggests
value addition, to strengthen such processes and make
them more effective. Significant audit observations along
with reports submitted by the management and corrective
actions thereon are placed before the Audit Committee
of the Board. The Audit Committee actively reviews the
adequacy and effectiveness of the internal control systems
and suggests improvements to strengthen the same.

For the Financial Year 2026-27, M/s KPMG Assurance and
Consulting Services LLP has been appointed as the Internal
Auditor of the Company pursuant to the provisions of
Section 138 of the Companies Act, 2013.

M/s Singhi & Co. Chartered Accountants, the statutory
auditors of the Company, have audited the financial
statements included in this Annual Report and have issued
an attestation report on the Company''s internal control
over financial reporting as defined in Section 143 of the
Companies Act, 2013.

Based on the assessment carried out by the management,
reviews conducted by the Internal Auditors and oversight
exercised by the Audit Committee and the Board of
Directors, the Company has in place adequate internal
financial controls with reference to the financial statements,
commensurate with the size and nature of its operations,
and such controls were operating effectively as at March
31, 2026. During the year under review, such controls
were tested and no material weaknesses in their design
or operating effectiveness were observed. During the year
under review, such controls were tested and no reportable
material weaknesses in the design and operations were
observed.

PARTICULARS OF CONTRACTS OR ARRANGEMENT
WITH RELATED PARTIES

As per the provisions of Section 177 of the Act and
the Rules made thereunder read with Regulation 23 of

SEBI LODR Regulations, the Company has obtained the
necessary prior approvalof the Audit Committee for
all the related party transactions ("RPT"). Prior omnibus
approval is obtained for RPTs that are repetitive in nature
and/or conducted in the ordinary course of business and
at arm''s length. Further, there were no material related
party transactions with Related Party during the financial
year 2025-26. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the
Act, in Form AOC-2 is not applicable.

None of the transactions with any of the related parties
were in conflict with the interest of the Company rather,
they synchronize and synergise with the Company''s
operations. All the transactions entered into with related
parties as defined under the Act and SEBI LODR Regulations
during the financial year ended March 31, 2026, were in
the ordinary course of business and on arm''s length basis.

The Company has also undertaken an independent third-
party review of its related party transactions, conducted
by M/s J.K.V.S & Co., Chartered Accountants, a reputed
accounting firm. This review assesses whether these
transactions were executed at arm''s length, ensuring that
they were conducted under the assumption that all parties
were unrelated and independent. Additionally, the review
includes a benchmarking analysis, comparing the terms
of related party transactions against established industry
standards to affirm their fairness. The findings, along
with a certificate confirming that the transactions are in
the ordinary course of business and undertaken at arm''s
length, have been presented to the Audit Committee on
periodic basis. This thorough assessment underscores the
Company''s commitment to transparency and compliance
with best practices in corporate governance.

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, your Company has filed half yearly
reports to the stock exchanges, for the related party
transactions.

The Particulars of Related Party Transactions according
to the provisions of Section 188 of the Act for the
financial year 2025-26 is disclosed in Note No. 37 of
the Standalone Financial Statements of the Company.
The Company has adopted a Policy on Related Party
Transactions in accordance with the provisions of the Act
and SEBI LODR Regulations, as amended, from time to
time. The Policy intends to ensure that proper reporting;
approval and disclosure processes are in place for all
transactions between the Company and related parties.
The Policy on Related Party Transactions is available on
the website of the Company and can be accessed at:

https://stylebaazar.in/Files/CorporateGovernance/3/Policy on
Materiality o f Related Party Transactions and on Dealing
with Related Party Transactions

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The provisions of Section 186(3) of the Companies Act, 2013
pertaining to loans, guarantees and investments activities
are not applicable to the Company as the company has
provided loans to its Wholly Owned Subsidiary (WOS) only.
During the year under review, the particulars of loans,
securities, guarantees, and investments given or made
to its WOS were utilized for the intended purposes. The
details of these transactions have been furnished in Note
No. 6 & 7 to the standalone financial statements.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures with respect to the remuneration of Directors
and employees as required under Section 197(12) of
the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
(Rules) have been appended as an Annexure - II to this
Annual Report.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act
read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
forming part of this report.

Further, the report and the accounts are being sent to
the Members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open for
inspection and any Member, interested in obtaining a copy
of the same, may write to the Company at secretarial@
stylebaazar.com

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Pursuant to the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, as amended, the particulars
as required in respect of conservation of energy and
technology absorption and foreign exchange earnings and
outgo are given below:

A. CONSERVATION OF ENERGY:

1: Steps taken or impact on conservation of
energy:

The Company is not engaged in any manufacturing

or processing activity. Further, your Company''s
Stores being on lease / license, your Company has
limited right to do improvements in the premises.
However, within the limitations it has with respect
to the premises, ensures the fit-out of the stores are
done with sustainable material and with minimum
carbon footprint. It, at the same time, makes every
effort to minimise the power consumption and
air-conditioning. Your Company recognizes the
importance of energy conservation in decreasing
the adverse effects of global warming and climate
change. The Company carries on its activities in an
environment friendly and energy efficient manner.

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

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

3. Capital investment on energy conservation
equipment:

In line with the company''s commitment to
sustainable development and energy efficiency,
the Company has made significant capital
investments in energy conservation equipment
during the financial year. These initiatives are
aimed at reducing our carbon footprint, optimizing
energy usage, and aligning with national and global
environmentalstandards. The key investments
include:

a. Inverter Air Conditioners (ACs):

The Company has replaced conventional air
conditioning systems with energy-efficient
inverter ACs across its facilities. These systems
adjust compressor speed based on cooling
demand, resulting in substantialenergy
savings and improved operational efficiency.
Total Capital investment during the Financial
year 2025-26 is ''188.34 lakhs.

b. Inverter Backup Systems:

To ensure uninterrupted power supply while
minimizing energy consumption, inverter-
based backup systems have been installed.
These systems offer higher efficiency and
lower energy losses compared to traditional

UPS systems. Total Capital investment during
the Financial year 2025-26 is '' 36.81 lakhs.

c. CPCB IV Compliant Equipment:

In compliance with the latest Central Pollution
Control Board (CPCB) norms, the Company
has upgraded its power generation and
backup systems to CPCB IV standards. This
investment not only enhances fuel efficiency
but also significantly reduces emissions,
contributing to a cleaner environment. Total
Capital investment during the Financial year
2025-26 is ''562 lakhs.

d. LED Energy-Saving Lighting:

The Company has undertaken a
comprehensive replacement of conventional
lighting with LED-based energy-saving lights
across all operational areas. This transition
has led to a marked reduction in electricity
consumption and maintenance costs. Total
Capital investment during the Financial year
2025-26 is ''42.74 lakhs.

These initiatives reflect our proactive approach
toward environmental stewardship and
operational excellence. The capital expenditure
incurred on the above energy conservation
measures is expected to yield long-term benefits
in terms of cost savings, regulatory compliance,
and environmental sustainability.

The above capital investment on invertors and
its electricals, being the energy conservation
equipment helped the company to curb down
dependency on fossil fuel, hence lead to reduction
of carbon footprint. Further, initiative is being taken
to implement and installation of such devices in all
stores across various state.

3) TECHNOLOGY ABSORPTION:

i) Efforts made towards technology absorption:

The Company continues to focus on the adoption
and absorption of advanced technologies to
strengthen its digital capabilities and support
business operations. During the year, the Company
implemented Infor Warehouse Management
System (WMS) along with a modern wireless
network infrastructure across its warehouse
operations. The Company also successfully
completed the implementation of SAP S/4HANA,
integrating key business functions including

warehouse operations, point-of-sale (POS),
vendor management, banking interfaces and
enterprise data platforms. Further, the Company
deployed DOMO to establish a unified business
intelligence and analytics platform. To further
enhance its technology landscape, the Company
is in the process of implementing Transportation
Management Systems (TMS), Allocation &
Replenishment solutions and Human Resource
Management Systems (HRMS). The Company also
continued to strengthen its cybersecurity and
information security framework through enhanced
governance practices, advanced security controls
and improvements in technology infrastructure.

Further, keeping in view the requirements of
SEBI (PIT) Regulation, the Company has procured
software solutions for maintaining Structured
Digital Database (SDD). The company has also,
in line with its growing needs and to lower
paper consumption, thereby reducing its carbon
footprint, has shifted towards digital preparation
of all its meetings including agendas, notes and
other documents with the use of a dedicated
Board Management Software tool. Furthermore,
the Company has implementation of enterprise¬
wide compliance management solutions to be
able to track all kinds of compliance requirements
and ensure adherence to the same on a timely
basis.

ii) Benefits derived like product improvement,
cost reduction, product development or
import substitution:

The implementation of Infor WMS, supported by
an advanced wireless network infrastructure, has
significantly enhanced warehouse productivity and
operational efficiency, resulting in approximately
threefold improvement in warehouse
performance. This has enabled faster inventory
processing, improved order fulfilment accuracy,
reduced turnaround times, and strengthened
the Company''s ability to meet growing customer
demand with greater speed, reliability and
consistency.

The migration of the Company''s core ERP platform
to SAP has improved enterprise-wide visibility,
control and process standardisation, particularly
across finance, merchandising and inventory
management functions. The enhanced system
capabilities have facilitated better planning,

monitoring and decision-making, while improving
operational efficiency and strengthening internal
controls.

The development of a unified Business Intelligence
(BI) analytics layer on DOMO is expected to provide
a single source of truth across the organisation,
improving data accessibility, transparency and
reporting capabilities. This initiative willenable
management to make faster, data-driven
decisions, enhance performance monitoring and
support strategic business planning.

Further, the ongoing implementation of
Transportation Management Systems (TMS),
Allocation & Replenishment solutions and
Human Resource Management Systems (HRMS)
is expected to optimize logistics operations,
improve inventory availability, enhance workforce
productivity and support the Company''s growth
and scalability objectives. Simultaneously,
continued investments in cybersecurity and
information security have strengthened the
Company''s technology environment, safeguarding
critical business systems and data while enhancing
overalloperationalresilience and governance
standards.

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

iv) The expenditure incurred on research or
development - NIL.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there is no foreign

exchange earnings and out go.

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

No significant and material orders have been passed by
any Regulators or Courts or Tribunals which can have an
impact on the going concern status and the Company''s
operations in future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE
BALANCE SHEET DATE

No materialchanges or commitments have occurred
between the end of the financial year and the date of
this Report which affect the financial statements of the
Company in respect of the reporting year.

DISCLOSURE UNDER SEXUAL HARRASSEMENT OF
WOMEN AT WORKPALCE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013

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

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

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

2. Number of complaints disposed-off during the year: 1

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

4. Number of workshops on awareness program against
sexual harassment carried out: 2

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company is committed to supporting our employees
through all stages of life, including parenthood. We are
proud to adhere to the provisions of the Maternity Benefit
Act, 1961, as amended in 2017. This ensures that our
female employees receive pre and post maternity leave
and other facilities as per the Maternity Benefit Act, 1961.
Additionally, we offer flexible work-from-home options
post-maternity leave, based on mutual agreement.
We ensure that all employees are well-informed about
their maternity benefits through mandatory written and
electronic communication at the time of joining and
also through HR leave policy. Our commitment to these
standards reflects our dedication to creating a supportive
and inclusive workplace for all.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the guidelines of Secretarial
Standard-1 (Board Meetings) and Secretarial Standard-2
(GeneralMeetings) issued by the Institute of Company
Secretaries of India (ICSI) and approved as such by the
Central Government pursuant to Section 118(10) of the Act
were adhered to while conducting the respective Meetings.

COST RECORDS

The Company is not required to maintain cost records in
terms of Section 148 of the Act read with the Companies

(Cost Records and Audit) Rules, 2014.

AUDITORS & AUDITORS'' REPORT
Statutory Auditor

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

M/s Singhi & Co. Chartered Accountants have confirmed
that they are not disqualified from continuing as Statutory
Auditors of the Company and satisfy the prescribed

eligibility criteria.

The Company has adopted the best practices for fraud
prevention, and it follows confidential, anonymous
reporting about fraud or abuse to the appropriate
responsible officials of the Company. No fraud in or by
the Company has been reported by the Statutory Auditors
under Section 143(12) of the Companies Act, 2013.

The observation of the Statutory Auditors in their
report read with relevant notes to the accounts are self¬
explanatory and therefore does not require any further
explanations. The Auditor''s Report does not contain any
adverse observation or qualification requiring explanation
or comments from the Board under Section 134(3)(f) of the
Companies Act, 2013.

Secretarial Auditor

S.K. Joshi & Associates, Practicing Company Secretaries,
(Firm Registration Number: P2008RJ064900) (Peer
Review Certificate No: 1659/2022) has been appointed
as Secretarial Auditor to conduct the Secretarial Audit of
the Company for five consecutive years from 12^th Annual
General Meeting of the Company till the conclusion of
the 17^th Annual General Meeting of the Company from
FY 2025-26 till FY 2029-30, pursuant to the provisions of
Section 204 and other applicable provisions, if any, of the
Companies Act, 2013 read with the rules made thereunder
and Regulation 24A and other applicable provisions of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The SecretarialAudit report as received from S.K.
Joshi & Associates in the Prescribed Form No. MR-3
is enclosed herewith as Annexure - III to the Board''s
Report. The Secretarial Audit Report does not contain any

qualification, reservation, adverse remark or disclaimer
and the observation made by the Secretarial Auditor is self¬
explanatory in nature and requires no further clarification.
An Annual Secretarial Compliance report as per Regulation
24A of SEBI Listing Regulations read with Securities and
Exchange Board of India circular dated 8^th February, 2019
and as amended vide NSE circular dated 16^th March, 2023
and 10^th April, 2023 is also attached as Annexure - IVas an
additional disclosure.

Internal Auditor

The Board of Directors of your Company has appointed
M/s. Ernst & Young LLP (E&Y) as Internal Auditors pursuant
to the provisions of Section 138 of the Companies Act,
2013 for the financial year 2025-26. The Audit Committee
of the Board of Directors, Statutory Auditors and the
Management are periodically apprised of the Internal Audit
findings and corrective actions taken.

The Board of Directors of your Company has appointed
M/S. KPMG Assurance and Consulting Advisory Services
LLP pursuant to the provisions of Section 138 of the
Companies Act, 2013 for the Financial year 2026-27.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with the provisions of Regulation 34(2)(f) of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has presented its Business Responsibility and
Sustainability Report (BRSR) as a distinct section forming
part of this Annual Report annexed as Annexure - V. This
report outlines the Company''s initiatives and performance
from an environmental, social, and governance (ESG)
perspective in accordance with National Guidelines for
responsible business conduct (NGRBC) issued by Ministry
of Corporate Affairs (MCA) and in the format as prescribed
by SEBI.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of corporate governance and ethical conduct.
In accordance with the provisions of Regulation 34(3)
read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. A detailed
report on Corporate Governance forms an integral part of
this Annual Report is annexed as Annexure - VI. This report
outlines the Company''s governance framework, board
structure, committee composition, and disclosures that

reflect our commitment to transparency, accountability,
and stakeholders value creation. Other disclosures
required to be made under the Listing Regulations, the
Act and the Rules made thereunder, have been included
in the Corporate Governance Report and / or the Financial
Statements for the financial year ended March 31, 2026, to
avoid repetition in this Board''s Report.

DEPOSITORY SYSTEM

The Company has International Securities Identification
Number (ISIN): INE01FR01028 and facilitate to hold its
securities in Central Depository Services (India) Limited
(CDSL) and National Securities Depository Limited (NSDL)
and has MUFG Intime India Pvt. Ltd. (formerly M/s. Link
Intime India Pvt. Ltd.) as the Registrar and Share Transfer
Agents. As on March,31, 2026 and as on date all equity
shares of the company are in dematerialized form.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Companies Act, 2013 and other
relevant provisions, the Annual Return of the Company
in Form MGT-7 is available on the Company''s website at
https://stylebaazar.in/Theme/Uploads/Investor/AnnualReport/
annual 20260828124218.pdf

INSOLVENCY AND BANKRUPTCY CODE

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

VALUATION

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

CREDIT RATING

CRISIL Rating Limited (formerly Credit Rating Information
Service of India Limited) has reaffirmed the Company''s
rating as long-term rating outlook of CRISIL A-/Stable
assigned for bank loan facility of '' 171.03 Crores (Enhanced
from '' 127.03 Crores).

GENERAL

The other disclosures, not commented upon in this
report pursuant to Section 134 read with the Companies

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

FINANCIAL PERFORMANCE

Standalone Financials

The Company sustained its strong growth momentum
in FY2024-25, driven by the strategic expansion of its
retail footprint and consistent revenue performance.
The Company''s revenue from operations surged by 38%,
reaching 51,34,354.78 Lakhs compared to 597,265.34
Lakhs in FY 2023-24, supported by an increase in
the retail store network from 162 to 214 stores. Total
income rose to 51,35,253.95 Lakhs from 598,259.98
Lakhs in the previous financial year 2023-24. Profit
before exceptional items and tax saw a slight uptick
to 52,974.12 Lakhs from 52,927.73 Lakhs. However, profit
after tax (PAT) declined to 51,474.20 Lakhs from 52,198.71
Lakhs, primarily exceptional item charge. Similarly,
total comprehensive income decreased to 51,343.63
Lakhs from 52,158.59 Lakhs. While the Company
maintained its core profitability, the financial impact
of increased operating costs was evident. Additionally,
an exceptional loss of 51,075.60 Lakhs was recorded
following a fire at the Serampore warehouse on May
20, 2024, net of expected insurance recoveries. Despite
this unforeseen event, the Company''s operational
resilience remained strong.

GENERAL REVIEW & STATE OF COMPANY''S
AFFAIRS

The fiscal year 2024 - 25 has been a landmark year for
your Company, marking significant progress across
multiple dimensions - geographical expansion,
operational excellence, digital transformation, and
financial performance. Operating under the brand
names "Style Baazar" and "Express Baazar", the Company
continues to strengthen its position in the Indian retail
sector by focusing on the sale of readymade garments,
accessories, and home decor items through a cluster-
based expansion model. This approach has enabled
the Company to penetrate Tier 2, Tier 3, and Tier 4 cities
and towns, tapping into a rapidly growing consumer
base that remains underserved by larger retail chains.

As of March 31, 2025, the Company has established
a robust footprint across nine states - West Bengal,
Odisha, Assam, Bihar, Jharkhand, Uttar Pradesh, Andhra
Pradesh, Arunachal Pradesh, and Tripura - with a network
of 214 retail stores. This strategic presence allows the
Company to cater to diverse regional preferences
and fashion sensibilities, thereby enhancing customer
engagement and loyalty. The cluster expansion model
has proven to be a catalyst for concentrated growth,
enabling the Company to leverage regional familiarity
and operational synergies.

The Company''s total retail space witnessed a significant
increase, expanding from approximately 14.65 lakh sq.
ft. in FY 2023-24 to 19.21 lakh sq. ft. in FY 2024 - 25. This
expansion has been instrumental in accommodating a
broader inventory, offering customers a more spacious
and immersive shopping experience, and supporting
the Company''s growing product portfolio.

During the year under review, the Company faced an
unforeseen challenge when a fire incident occurred on
May 20, 2024, at its erstwhile central warehouse located
at J.L No. 11, Prospace Industrial Parks, Mouza - Belumilki,
Pearapur Gram Panchayat, Serampore District, Hooghly
- 712 223, West Bengal. Despite the severity of the
event, the Company responded swiftly and effectively,
ensuring minimal disruption to its operations. Within a
month of the incident, the entire warehousing operation
was successfully transitioned to a new state-of-the-art
facility, demonstrating the Company''s resilience and
commitment to operational continuity.

A key driver of the Company''s growth has been
its centralised warehousing infrastructure located
in Serampore, West Bengal, which now spans
approximately 3.12 lakh sq. ft. approx. as of the date of
this Annual Report. This includes a recent addition of 1.22
lakh sq. ft. approx. of warehouse space commissioned

in June 2025, further reinforcing the Company''s
logistics backbone. These state-of-the-art facilities
are meticulously designed to optimise supply chain
operations by enhancing inventory visibility, reducing
turnaround times, and ensuring seamless distribution
across the expanding retail network. The expanded
warehousing capacity significantly strengthens the
Company''s ability to maintain timely replenishment,
support scalable inventory management, and deliver
a consistent and efficient customer experience across
all stores.

The Company achieved a historic milestone in FY 2024
- 25 by crossing a turnover of 51300 Crores, a testament
to its strategic foresight, operational discipline, and
customer-centric approach. This financial achievement
reflects the success of the cluster expansion strategy
and the Company''s ability to consistently deliver value
to its customers.

The expansion into new territories has had a direct and
positive impact on sales and customer acquisition. By
entering previously untapped markets, the Company
has broadened its customer base and fulfilled the
growing demand for affordable and quality fashion
and home decor. The increased retail space has
enabled the introduction of a wider product range,
deeper inventory, and enhanced visual merchandising,
all contributing to higher sales volumes and improved
customer satisfaction.

In line with its commitment to employment generation,
the Company now employs approximately 4100
individuals, including staff across its expanding retail
network. This not only supports local economies but
also reflects the Company''s dedication to employee
welfare and inclusive growth. The rollout of a revamped
Human Resources (HR) Policy and the introduction
of group medical insurance schemes underscore
the Company''s focus on creating a supportive and
employee-friendly work environment.

To foster internal communication and build a sense
of community, the Company has launched a monthly
newsletter, serving as a platform for sharing updates,
celebrating achievements, and reinforcing a shared
sense of purpose among employees. This initiative
complements the Company''s inclusive culture and
commitment to transparency.

At the leadership level, the Company has onboarded
a team of seasoned professionals with deep industry
expertise, particularly in senior management roles.
This strategic move is aimed at driving innovation,
strengthening governance, and steering the Company
towards its long-term objectives.

A major milestone during the year was the Company''s
transition to a publicly listed entity. Following the filing
of its Red Herring Prospectus dated August 23, 2024,
with SEBI and the Prospectus dated September 3, 2024,
with the Ministry of Corporate Affairs, the Company was
successfully listed on September 6, 2024. Consequently,
the Company is now subject to all applicable SEBI
regulations, including the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015; SEBI
(Prohibition of Insider Trading) Regulations, 2015; SEBI
(Substantial Acquisition of Shares and Takeover)
Regulations, 2016; and other allied regulations. The
Company continues to uphold the highest standards
of corporate governance, rigorously complying with
all applicable laws, rules, and regulations under the
Companies Act, 2013 and other relevant statutes.

FY 2024 - 25 also marked a transformational shift
towards technology inclusion. The Company has
successfully implemented several digital solutions,
including the Warehouse Management System
(WMS) supported by Miebach, Supply Mint''s PO-
ASN module, Auto Replenishment System (ARS), and
Tableau Business Analytics, which have collectively
enhanced inventory accuracy, supply chain visibility,
and data-driven decision-making. In compliance with
SEBI (PIT) regulations, a Structured Digital Database
(SDD) has been deployed to ensure secure and
compliant data management. The Company has
also digitised its internal documentation processes,
reducing paper consumption and contributing to
environmental sustainability.

Looking forward, the Company is executing a
comprehensive technology roadmap to further
modernise its operations. Key initiatives include
the implementation of SAP - Rise with S/4HANA for
core ERP functions, Infor for advanced warehouse
management (currently in the System Integration
Testing phase), Goldratt for automated planning,
and DOMO for centralised business intelligence and
dashboarding. These investments are expected to
significantly enhance operational efficiency, reduce
manual interventions, and foster a culture of innovation
and agility.

In conclusion, FY 2024-25 has been a year of
strategic expansion, operational excellence, digital
transformation, and financial achievement. With a
strong foundation in place, your Company is well-
positioned to continue its growth trajectory, redefine
the retail experience, and deliver sustained value to its
stakeholders across India.

DIVIDEND

In order to fund the growth plans and consider the
industry outlook and financial position of the Company,
your Board of Directors have not recommended any
dividend for the financial year ended on March 31, 2025.

Dividend Distribution Policy

The Company has a Dividend Distribution Policy pursuant
to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
same can be viewed on the company''s website at
https://stylebaazar.in/wp-content/uploads/2024/02/
Policy-on-Distribution-of-Dividend.pdf

TRANSFER TO RESERVES

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

CHANGE IN NATURE OF BUSINESS, IF ANY

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company has a
non-material wholly owned subsidiary ("WOS") namely
Konnect Style Retail Private Limited. Except this, your
Company has no subsidiary, associates or joint venture
during the financial year 2024-25. The Statement
in Form AOC-1 containing the salient features of the
financial statements of your Company''s Subsidiary
Companies pursuant to the proviso to Section 129(3)
of the Companies Act 2013 (''Act'') read with Rule 5 of
the Companies (Accounts) Rules 2014, forms part of the
Annual Report. Further, in line with Section 129(3) of the
Act read with the Rules above, SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 and
in accordance with the Indian Accounting Standards,
Consolidated Financial Statements prepared by your
Company include financial information of its Subsidiary
Companies as per Rule 8(1) of the Companies
(Accounts) Rules, 2014, forms part of the annual
accounts which have been placed on the website
of your Company https://stylebaazar.in/wp-content/
uploads/2025/08/Signed-Financials-of-Konnect-Style.
pdf. Further, the contribution of above-mentioned
subsidiary companies to the overall performance of the
Company are provided in the Consolidated Financial
Statements forming part of this report.

Performance of M/s. Konnect Style Retail Private
Limited, a wholly owned subsidiary (WOS)

M/s. Konnect Style Retail Private Limited, a wholly
owned subsidiary of the Company, is engaged in the
e-commerce business. During the reporting period,
the company generated a revenue from operations
(turnover) of 529.49 lakhs and a Profit After Tax (pat) of
5(7.91) lakhs. The company is currently in the nascent
stage of its operations and business life cycle.

significant/ material events occurred

DURING THE FINANCIAL YEAR

Initial Public Offering (IPO)

During the financial year 2024-25, the Company
undertook the Initial Public Offer (''IPO'') offering
21,459,488 Equity Shares of face value of 5 5 each of
the Company for cash at a price of 5 389 per Equity
Share, including a premium of 5 384 per Equity Share.
The bidding of the IPO Commenced on August 30, 2024,
and concluded on September 3, 2024. The allotment of
IPO was finalised on September 4, 2024, and the Equity
Shares of the Company got listed on BSE Limited (''BSE'')
and National Stock Exchange of India Limited (''NSE'').
(''BSE'' & ''NSE'') hereinafter will be collectively referred
to as ''Stock Exchanges'') with effect from September
6, 2024.

The IPO comprised of fresh issue of shares and offer for
sale. The details of the issue are stated below:

No. of Equity _{No o}f e _u^

shares issued Amount in ^{q y} Amount in

Particulars shares

as per Offer f Crores f Crores

subscribed

*Out of the total allotment of 3,806,387 equity shares, 19,570
shares have been allocated to employees under the employee
reservation.

The issue was led by book running Lead Managers i.e
Axis Capital Limited, JM Financial Limited and Intensive
Fiscal Services Private Limited (collectively referred to
as ''BRLM''). The Board places on record its appreciation
for the support provided by various Authorities, Stock
Exchanges, BRLMs, Legal Counsels, Depositories
Consultants, Auditors and Employees of the Company
for making the IPO of the Company a success. We are

gratified and humbled by the strong participation
shown in the Company''s IPO by leading domestic and
global institutional investors, NRIs, HNIs, retail investors
and other market participants.

The Company''s IPO received an overwhelming
response and was oversubscribed by 40.63 times,
reflecting an investor appetite for the issue. The market
capitalisation of the Company has marked its presence
under the list of Top 1000 Companies. As per the market
capitalisation list released by NSE, the ranking of your
Company stood at 987 as on December 31, 2024.
Moreover, the market capitalisation of Company as on
March 31, 2025 as per BSE and NSE is 51794.17 Crores and
51796.26 Crores respectively.

Proceeds from IPO

The details of the proceeds raised through the issue of
fresh Equity Shares are set forth below:

Monitoring Agency

As IPO of the Company included fresh issue of Equity
Shares, the Company appointed CARE Ratings Limited
as Monitoring Agency of the Company which provides
report on a quarterly basis regarding utilisation of IPO
proceeds and the same is filed on the Stock Exchanges
in timely manner pursuant to the requirements of
Regulation 32 of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, (''SEBI LODR Regulations'').

The utilisation of funds raised through IPO as on March
31, 2025, have been mentioned hereunder:

SHARE CAPITAL

Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of
the company stood at 550,00,00,000/- divided into
10,00,00,000 equity shares of 55 per share.

Change in paid up Share Capital
Pre IPO Placement Allotment

On August 3, 2024, the Company issued and allotted
9,56,072 equity shares at E 387 per share including a
premium of E 382 per share by way of on a private
placement basis under Pre IPO Placement.

IPO Allotment

On September 4, 2024, the Company allotted 3,806,387
equity shares under its Initial Public Offering (IPO). This
allotment includes 3,786,817 equity shares issued at
E389 per share, which encompasses a premium of
E384 per share and 19,570 equity shares were allotted
at E354 per share, including a premium of E349 per
share to employees under employee reservation.

During the year under review, the Paid-up Equity Share
Capital of the Company stood at E37,30,86,765 as on
March 31, 2025, consisting of 74,617,353 equity shares of
E5 per share.

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

PUBLIC DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board of Directors

The constitution of the Board of Directors of the
Company is in accordance with the provisions of the
Act and SEBI LODR Regulations. As on March 31, 2025, The
Board of Directors consists of total of ten members, out
of which five are Independent Directors. Moreover, the
Board also comprises of four Executive Directors, one
Non-Executive Director and two Woman Directors out of
which one is Independent Director. The details of Board
and Committees composition, tenure of Directors,
areas of expertise and other details are available in
the Corporate Governance Report, which forms part
of this Annual Report.

During the financial year under review and till the date
of approval of this Directors'' Report composition of
Board of Directors is given below:

* Mrs. Ushma Sheth Sule (DIN: 07460369) was initially appointed
as a Nominee Director, and further she was re-designated as
Non -Executive Non-Independent Director w.e.f. from September
25, 2024.

Key Managerial Personnel

The following are the designated Key Managerial
Personnel of the Company pursuant to Sections
2(51) and 203 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

Changes in Directors and Key Managerial
Personnel:

Re-appointment of Managing Director

Based on the recommendation of Nomination &
Remuneration Committee and approval of the Board
of Directors, the members of the Company at 11^th Annual
General meeting held on July 19 2024, had approved
by way of special resolution the re-appointment of

Mr. Shreyans Surana (DIN: 02559280) as Managing
Director of the Company for a period of 3 (three) years,
with effect from March 30 2025.

Change of Designation

The Company entered into a waiver cum amendment
agreement with investors on July 18, 2024, to facilitate
its IPO.

On July 19, 2024, shareholders passed special resolutions
terminating/falling away of Part II of the Articles of
Association, effective upon filing the updated draft
red herring prospectus with SEBI. Because of the same
Mrs. Ushma Sheth Sule was no longer a nominee director.
However, she continues as Director (Professional - Non¬
Executive) with effect from September 25, 2024, with
approval of Board.

Retirement by Rotation of Director

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Pradeep Kumar Agarwal (DIN:
02195697), Whole-time Director and Mrs. Ushma Sheth
Sule (DIN: 07460369) Non-Executive Non-Independent
Director, being longest in the office shall retire by
rotation and being eligible, offers their candidature for
re-appointment.

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

Declaration of Independence by Independent
Directors

Pursuant to the provisions of sub-section (7) of Section
149 of the Companies Act, 2013 the Company has
received declarations from all Independent Directors
confirming that they meet the criteria of independence
as prescribed under the provisions of Section 149 (6) of
the Companies Act, 2013 read with the Schedule and
Rules issued thereunder as well as Regulation 16 of the
SEBI (LODR) Regulations, 2015 (including any statutory
modification(s) or re-enactment(s) thereof for the
time being in force). There has been no change in the
circumstances affecting their status as Independent
Directors of the Company. The Independent Directors
have complied with the Code for Independent Directors
prescribed in Schedule IV of the Act.

Further, in terms of Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the
Independent Directors have also given declarations

that their names are registered in the databank as
maintained by the Indian Institute of Corporate Affairs
("IICA").

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

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

A note on the familiarisation programme for orientation
and training of the Directors undertaken in compliance
with the provisions of the Act and the SEBI LODR
Regulations is provided in the Corporate Governance
Report, which forms part of this Annual Report.

DISCLOSURES RELATED TO BOARD, COMMITTEES
AND POLICIES

Board Meetings

In accordance with the provisions of Section 173 of
the Companies Act, 2013 read with the relevant Rules
thereto read with with Regulation 17(2) of the SEBI (LODR)
Regulations, the Board of Directors of the Company
has met 10 (ten) times during the current financial
year on 14.06.2024, 24.06.2024, 08.07.2024, 03.08.2024,
11.08.2024, 23.08.2024, 03.09.2024, 25.09.2024, 07.11.2024
and 28.01.2025 in physical mode as well as through
"Video Conferencing / Other Audio Visual Means" (VC/
OAVM) as required in line with Companies Act, Rules
and Secretarial Standards. The details of the meetings
attended by the Directors during the financial year 2024¬
25 has been furnished in the Corporate Governance
Report forming part of this report.

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

Audit Committee

Pursuant to Section 177 of the Companies Act, 2013, and
the applicable rules of the Companies (Meetings of
Board and its Powers) Rules, 2014, and Regulation 18
of the SEBI (LODR) Regulation, 2015, the Company has
duly constituted Audit Committee. It is noteworthy that
the majority of the Audit Committee members are
Independent Directors, each with a robust background
in accounting and financial management. The current
composition, term of reference, name of members,
chairman and meeting of the committee have been
furnished in the Corporate Governance Report forming
part of this report.

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

Nomination and Remuneration Committee

In terms of the provisions of Section 178 of the Companies
Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014, and Regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company has properly constituted
the Nomination & Remuneration Committee. All
members of the said committee are Independent
of the Company. The current composition, term of
reference, name of members, chairman and meeting
of the committee have been furnished in the Corporate
Governance Report forming part of this report.

The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a
Policy on Nomination and Remuneration of Directors, Key
Managerial Personnel and Senior Managerial Personnel
("Nomination and Remuneration Policy") which includes
the criteria for determining qualifications, positive
attributes, remuneration and independence of a
director and others as provided under Section 178(3) of
Companies Act, 2013. The salient features of the policy
are as follows:

Nomination and Remuneration Policy

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

competent resources while maintaining a clear
relationship between remuneration and performance.

The objectives of the Nomination and Remuneration
policy is to include formulating criteria for determining
qualifications and independence of directors, evaluating
performance, identifying suitable candidates for
key positions, recommending appointments and
removals, and ensuring diversity and appropriate
remuneration levels.

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

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

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

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

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

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

The Company''s Appointment & Remuneration Policy
on Directors appointment and remuneration, including

criteria for determining qualifications, positive attributes,
independence of a director and other matters provided
under Section 178(3) of Companies Act, 2013 has been
placed on the website of the Company at the https://
stylebaazar.in/wp-content/uploads/2024/06/Policy-
on-Nomination-Remuneration-of-Directors-Key-
Managerial-Personnel-and-Senior-Management-
Personnel.pdf

Vigil Mechanism for the Directors and Employees

In terms of the provisions of Section 177(9) of the
Companies Act, 2013 read with the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation 22
of the SEBI LODR Regulations, the Board has, on the
recommendation of the Audit Committee framed a
"Whistle Blower Policy/Vigil Mechanism" that provides
a formal mechanism for Directors and all employees
of the Company to approach the Vigilance and Ethics
Officer and Chairman of the Audit Committee of the
Company and make protective disclosures about
the unethical behaviour, actual or suspected fraud
or violation of the Company''s Code of Conduct. The
Whistle Blower Policy/ Vigil Mechanism is an extension
of the Code of Conduct for Directors and Senior
Management Executives adopted by the Company,
which requires every employee to promptly report to
the Management any actual or possible violation of
the Code or an event when he becomes aware of, that
could affect the business or reputation of the Company.
The disclosures reported are addressed in the manner
and within the time frames as prescribed in the policy.
Under the Policy, each employee of the Company has
an assured access to the Vigilance and Ethics Officer
and Chairman of the Audit Committee. The said Policy
is disclosed on the website of the Company at https://
stylebaazar.in/wp-content/uploads/2024/03/Whistle-
Blower-Policy.pdf under the Investor section. During the
year under review, neither any employee was denied
access to the Chairman of the Audit Committee nor
any complaint was received by the Vigilance and Ethics
Officer in respect of the violations of the Company''s
Code of Conduct.

Corporate Social Responsibility (CSR) Committee

Our CSR philosophy transcends traditional philanthropy,
aiming to make a profound impact on society. We
focus our efforts on community development, thereby
contributing to the nation''s growth. By collaborating
with various agencies, we drive initiatives that reach
every corner of the country.

In terms of the provisions of Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014, as amended, the
company has properly constituted the CSR Committee.
The current composition, term of reference, name of
members, chairman and meeting of the committee
have been furnished in the Corporate Governance
Report forming part of this report.

The salient features of the CSR policy and the disclosures
on CSR activities undertaken by the Company as per
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is made in prescribed form which is
appended to the Directors'' Report forming part of this
Annual Report and annexed as "Annexure- I".

The Website of the Company has a separate section
on CSR under the sustainability tab displaying
comprehensive information of Corporate Social
Responsibility ("CSR") Activities and the "CSR Policy" of
the Company is also available on Company''s website
at https://stylebaazar.in/wp-content/uploads/2024/06/
Policy-on-Corporate-Social-Responsibility.pdf

Risk Management Committee

In terms of Regulation 21 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015, the
company has duly constituted Risk Management
Committee. The current composition, term of reference,
name of members, chairman and meeting of the
committee have been furnished in the Corporate
Governance Report forming part of this report.

The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuing basis.

Risk Management Policy

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

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

associated with the Company''s business. There is no
element of risk identified by the Management that may,
in the opinion of the Board, threaten the existence of
the Company.

The Risk Management Policy of the Company
is available on Company''s website at
https://stylebaazar.in/wp-content/uploads/2024/06/
Policy-on-Risk-Management.pdf

Stakeholders Relationship Committee

In terms of Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015,
the Company has duly constituted Stakeholders
Relationship Committee. The current composition, term
of reference, name of members, chairman and meeting
of the committee have been furnished in the Corporate
Governance Report forming part of this report.

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

Initial Public Offer ("IPO") Committee

The IPO Committee, formed by a Board resolution
on February 04, 2024, is a sub-committee tasked
with managing the Initial Public Offering process. Its
main duties include completing legal, statutory, and
procedural formalities, appointing intermediaries, and
filing necessary documents with SEBI, stock exchanges,
and the Registrar of Companies, West Bengal. Details
on the committee''s composition, terms of reference,
members, chairman, and meetings are provided in the
Corporate Governance Report.

Committee of Directors

The Board of Directors has delegated some powers
to the Committee of Directors from time to time. The
Committee of Directors is a sub-committee formed by
the Board of Directors within a company to manage
specific duties and responsibilities, allowing the board
to focus on broader strategic issues. This committee
is constituted under Section 179 of the Companies Act,
2013, which grants the Board of Directors the authority
to delegate certain powers to smaller groups within
the board for efficient management and decision¬
making. The primary purpose of the Committee of
Directors is to approve borrowing, investments within
the limit approved by the board of directors, and other
significant corporate actions and activities. The current
composition, term of reference, name of members,

chairman and meeting of the committee have been
furnished in the Corporate Governance Report forming
part of this report.

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

Statement on Annual Evaluation of Directors
and Board

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the Board has
carried out an annual evaluation of Board as a whole,
as well as the evaluation of the working of committees
of the Board and Individual Directors, including
Chairman of the Board in the meeting of the Board held
on May 14, 2025. Further, the performance evaluation of
the Board as a whole, the Non-Independent Directors
and the Chairman of the Board was carried out by the
Independent Directors in their separate meeting held
on March 29, 2025, for the Financial Year 2024-25. A brief
disclosure regarding their attendance in the meeting is
disclosed in the Corporate Governance Report forming
part of this Annual Report on page no 159. This exercise
was carried out in accordance with the Policy framed by
the Company within the framework of applicable laws.

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

The company opted for a questionnaire method for this
evaluation. The questionnaire was designed to capture
detailed feedback on various aspects of performance
and governance. The responses were then analysed to
derive the insights and placed before the Board.

The Board of Directors expressed their satisfaction with
the evaluation process.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013,
in relation to the Audited Financial Statements of the
Company for the financial year ended March 31, 2025,
the Board of Directors hereby confirms that:

a. in preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures.

b. such accounting policies have been selected
and applied consistently and the Directors made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company as on
March 31, 2025, and of the profits or loss of the
Company for the year ended on that date;

c. proper and sufficient care was taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities.

d. the annual accounts of the Company have been
prepared on a going concern basis.

e. 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

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

INTERNAL FINANCIAL CONTROLS

The Company has aligned its systems of internal
financial control in line with the globally accepted
risk-based framework which meets the requirements
of the Companies Act, 2013. Moreover, the Company
has an effective internal control and risk mitigation
system, which is constantly assessed based on the

essential components of Internal Controls stated in the
Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by The Institute of
Chartered Accountants of India and strengthened with
new/ revised standard operating procedures.

The Company believes that a strong internal control
framework is necessary for business efficiency,
management effectiveness and in safeguarding of
assets. Assurance to the Board on the effectiveness
of internal financial controls is obtained through three
Lines of Defence which includes:

(a) Management reviews and control self-assessment.

(b) Continuous controls monitoring by functional
experts; and

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

The Internal Control framework aims to enhance
transparency and accountability in the organisation''s
processes for designing and implementing internal
controls. This framework mandates the identification
and analysis of risks, followed by the management
of appropriate responses. The Company has
successfully established this framework and ensured
its effectiveness.

The Company''s internal controls are tailored to its
size and operational nature, providing reasonable
assurance regarding the recording and provision
of reliable financial and operational information,
compliance with applicable laws, safeguarding assets
from unauthorised use, executing transactions with
proper authorisation, and adherence to corporate
policies. Additionally, the Company has a well-defined
delegation of authority, with limits commensurate
with responsibilities, for approving engagements with
stakeholders that involve committing organisational
resources and result in the creation of assets, liabilities,
income, and expenditure. The Company''s management
assessed the effectiveness of the Company''s internal
control over financial reporting as defined in Regulation
17 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as of March 31, 2025.

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

levels and pricing in each of the stores and effectively
monitor and manage the performance of each of
the stores.

Internal Audit is carried out by M/s Ernst & Young LLP
(e&y), an Independent Internal Auditor and periodically
covers all areas of business. The audit scope,
methodology to be used, reporting framework or
internal audit plan, is defined by the Audit Committee
of the Board of Directors in consultation with Internal
Auditor each year. The Internal Auditor evaluates the
efficacy and adequacy of internal control system,
its compliance with operating systems, policies, and
accounting procedures of the Company. The Internal
Audit also evaluates various processes being followed
by the Company and suggests value addition, to
strengthen such processes and make them more
effective. Significant audit observations along with
reports submitted by the management and corrective
actions thereon are placed before the Audit Committee
of the Board. The Audit Committee actively reviews the
adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen
the same.

M/s Singhi & Co. Chartered Accountants, the statutory
auditors of the Company, have audited the financial
statements included in this Annual Report and have
issued an attestation report on the Company''s internal
control over financial reporting as defined in Section 143
of the Companies Act, 2013.

Based on its evaluation as defined in Section 177 of the
Companies Act, 2013 and Regulation 18 of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has in place adequate internal financial
controls with reference to the financial statements,
commensurate with the size and scale of operations
of the Company and operating effectively. During the
year under review, such controls were tested and no
reportable material weaknesses in the design and
operations were observed.

PARTICULARS OF CONTRACTS OR ARRANGEMENT
WITH RELATED PARTIES

As per the provisions of Section 177 of the Act and the
Rules made thereunder read with Regulation 23 of
SEBI LODR Regulations, the Company has obtained the
necessary prior approval of the Audit Committee for
all the related party transactions ("RPT"). Prior omnibus
approval is obtained for RPTs that are repetitive in nature
and/or conducted in the ordinary course of business
and at arm''s length. Further, there were no material

related party transactions with Related Party during
the financial year 2024-25. Accordingly, the disclosure
of Related Party Transactions as required under Section
134(3)(h) of the Act, in Form AOC-2 is not applicable.

None of the transactions with any of the related parties
were in conflict with the interest of the Company rather,
they synchronise and synergise with the Company''s
operations. All the transactions entered into with
related parties as defined under the Act and SEBI LODR
Regulations during the financial year ended March 31,
2025, were in the ordinary course of business and on
arm''s length basis.

The Company has also undertaken an independent
third-party review of its related party transactions,
conducted by M/s J.K.V.S & Co., Chartered Accountants,
a reputed accounting firm. This review assesses
whether these transactions were executed at arm''s
length, ensuring that they were conducted under
the assumption that all parties were unrelated
and independent. Additionally, the review includes
a benchmarking analysis, comparing the terms
of related party transactions against established
industry standards to affirm their fairness. The
findings, along with a certificate confirming that the
transactions are in the ordinary course of business and
undertaken at arm''s length, have been presented to
the Audit Committee on periodic basis. This thorough
assessment underscores the Company''s commitment
to transparency and compliance with best practices in
corporate governance.

Pursuant to the provisions of Regulation 23 of the
SEBI Listing Regulations, your Company has filed half
yearly reports to the stock exchanges, for the related
party transactions.

The Particulars of Related Party Transactions according
to the provisions of Section 188 of the Act for the
financial year 2024-25 is disclosed in Note No. 38 of
the Standalone Financial Statements of the Company.
The Company has adopted a Policy on Related Party
Transactions in accordance with the provisions of the
Act and SEBI LODR Regulations, as amended, from
time to time. The Policy intends to ensure that proper
reporting; approval and disclosure processes are in
place for all transactions between the Company and
related parties. The Policy on Related Party Transactions
is available on the website of the Company and can
be accessed at: https://stylebaazar.in/wp-content/
uploads/2024/02/Policy-on-Materiality-of-Related-
Party-Transactions-and-on-Dealing-with-Related-
Party-Transactions.pdf

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The provisions of Section 186(3) of the Companies Act,
2013 pertaining to loans, guarantees and investments
activities are not applicable to the Company as the
company has invested in and provided loans to its
Wholly Owned Subsidiary (wOS) only. During the
year under review, the particulars of loans, securities,
guarantees, and investments given or made to its WOS
were utilised for the intended purposes. The details of
these transactions have been furnished in Note No. 6 &
7 to the standalone financial statements.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures with respect to the remuneration of Directors
and employees as required under Section 197(12) of
the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
(Rules) have been appended as an Annexure -II to this
Annual Report.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is forming part of this report.

Further, the report and the accounts are being sent to
the Members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open for
inspection and any Member, interested in obtaining
a copy of the same, may write to the Company at
[email protected]

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO

Pursuant to the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, as amended, the particulars
as required in respect of conservation of energy and
technology absorption and foreign exchange earnings
and outgo are given below:

A. CONSERVATION OF ENERGY:

1: Steps taken or impact on conservation of

energy:

The Compa ny is not engaged in any
manufacturing or processing activity. Further,
your Company''s Stores being on lease /
license, your Company has limited right to

Capital investment during the Financial
year 2024-25 is 533.76 lakhs.

c. CPCB IV Compliant Equipment:

In compliance with the latest Central
Pollution Control Board (CPCB) norms,
the Company has upgraded its power
generation and backup systems to
CPCB IV standards. This investment
not only enhances fuel efficiency but
also significantly reduces emissions,
contributing to a cleaner environment.
Total Capital investment during the
Financial year 2024-25 is 5443.45 lakhs.

d. LED Energy-Saving Lighting:

The Company has undertaken a
comprehensive replacement of
conventional lighting with LED-based
energy-saving lights across all operational
areas. This transition has led to a marked
reduction in electricity consumption
and maintenance costs. Total Capital
investment during the Financial year
2024-25 is 5 11.78 lakhs.

These initiatives reflect our proactive approach
toward environmental stewardship and operational
excellence. The capital expenditure incurred
on the above energy conservation measures
is expected to yield long-term benefits in terms
of cost savings, regulatory compliance, and
environmental sustainability.

The above capital investment on invertors and
its electricals, being the energy conservation
equipment helped the company to curb down
dependency on fossil fuel, hence lead to reduction
of carbon footprint. Further, initiative is being taken
to implement and installation of such devices in all
stores across various state.

b) TECHNOLOGY ABSORPTION:

i) Efforts made towards technology
absorption:

Currently, the Company''s warehouse is
enabled with Warehouse Management
System (WMS) supported by Miebach, Supply
Mint for controlling of Purchase Order-Advance
Shipment Note (PO-ASN) module business
cycle, Auto Replenishment System (ARS) for
order generation with sales at Front End in

synchronising of Minimum Buying Quantity
(MBQ) at stores, Tableau Business Analytics
Module etc.

Further, keeping in view the requirements
of SEBI (PIT) Regulation, the Company
has implementation of Structured Digital
Database (SDD) using software solutions. The
company has also, in line with its growing
needs and to lower paper consumption,
thereby reducing its carbon footprint, has
shifted towards digital preparation of all its
meetings including agendas, notes and
other documents. Furthermore, the Company
has implementation of enterprise-wide
compliance management solutions to be able
to track all kinds of compliance requirements
and adherence to the same on a timely basis.

) Benefits derived like product improvement,
cost reduction, product development or
import substitution:

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

As part of our ongoing digital transformation
journey, the company and its management
are actively considering the implementation of
a comprehensive tech stack roadmap aimed
at enhancing operational efficiency and user
experience across key business functions.
For the Core ERP, SAP - Rise with S/4HANA has
been proposed and is currently undergoing
implementation phase. This solution is
expected to significantly improve operational
workflows and deliver a modern, user-friendly
interface. World-class ERP software further
streamlining the ERP functionality in line with
the industry''s best practices.

For Warehouse Management, Infor has been
shortlisted and is presently in the System
Integration Testing (SIT) phase. It is anticipated
to enhance inventory control, increase

productivity, and offer a more intuitive user
experience. In the domain of Planning,
the company has recently implemented
Onebeat from Goldratt Consulting, which
is in the testing phase. This tool is expected
to automate planning processes, reduce
manual errors, and streamline allocation and
replenishment activities.

For Business Intelligence and Dashboards,
DOMO is in the process of implementation.
It promises to provide a centralised data
source, unified dashboards, reduced manual
reporting, and support for data-driven
decision-making. These initiatives reflect the
company''s strategic intent to modernise its
technology landscape and drive long-term
operational excellence.

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

iv) The expenditure incurred on research or
development - NIL

c) foreign exchange earnings and outgo

During the year under review, there is no foreign

exchange earnings and out go.

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

No significant and material orders have been passed
by any Regulators or Courts or Tribunals which can
have an impact on the going concern status and the
Company''s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFTER
THE BALANCE SHEET DATE

No material changes or commitments have occurred
between the end of the financial year and the date of
this Report which affect the financial statements of the
Company in respect of the reporting year.

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

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

(permanent, contractual, temporary, trainees) are
covered under this policy.

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

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

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

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

4. Number of workshops on awareness programme
against sexual harassment carried out:

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company is committed to supporting our
employees through all stages of life, including
parenthood. We are proud to adhere to the provisions
of the Maternity Benefit Act, 1961, as amended in 2017.
This ensures that our female employees receive pre
and post maternity leave and other facilities as per the
Maternity Benefit Act, 1961. Additionally, we offer flexible
work-from-home options post-maternity leave, based
on mutual agreement. We ensure that all employees are
well-informed about their maternity benefits through
mandatory written and electronic communication at
the time of joining and also through HR leave policy. Our
commitment to these standards reflects our dedication
to creating a supportive and inclusive workplace for all.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the guidelines of
Secretarial Standard-1 (Board Meetings) and Secretarial
Standard-2 (General Meetings) issued by the Institute
of Company Secretaries of India (ICSI) and approved
as such by the Central Government pursuant to Section
118(10) of the Act were adhered to while conducting the
respective Meetings.

COST RECORDS

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

AUDITORS & AUDITORS'' REPORT
Statutory Auditor

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

M/s Singhi & Co. Chartered Accountants have confirmed
that they are not disqualified from continuing as
Statutory Auditors of the Company and satisfy the
prescribed eligibility criteria.

The Company has adopted the best practices for fraud
prevention, and it follows confidential, anonymous
reporting about fraud or abuse to the appropriate
responsible officials of the Company. No fraud in or
by the Company has been reported by the Statutory
Auditors under Section 143(12) of the Companies
Act, 2013.

The observation of the Statutory Auditors in their report
read with relevant notes to the accounts are self¬
explanatory and therefore does not require any further
explanations. The Auditor''s Report does not contain
any adverse observation or qualification requiring
explanation or comments from the Board under Section
134(3)(f) of the Companies Act, 2013.

Secretarial Auditor

CS Shruti Singhania, Practicing Company Secretary
(FCS no. 11752/C.P. No. 18028) has been appointed as
Secretarial Auditor to conduct the Secretarial Audit of the
Company for the FY 2024-25, pursuant to the provisions
of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Secretarial Audit report as received from CS Shruti
Singhania in the Prescribed Form No. MR-3 is enclosed
herewith as Annexure-III to the Board''s Report.
The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer
and the observation made by the Secretarial Auditor
is self-explanatory in nature and requires no further
clarification. An Annual Secretarial Compliance report
as per Securities and Exchange Board of India circular
dated 8^th February, 2019 and as amended vide NSE

circular dated 16^th March, 2023 and 10^th April, 2023 is also
attached as Annexure-IV as an additional disclosure.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act and based on
recommendation of the Audit Committee, the Board
at its meeting held on August 1, 2025 has approved the
appointment of M/s. S.K. Joshi & Associates, Company
Secretaries, (Firm Registration No. P2008RJ064900) (Peer
Review Certificate No: 1659/2022) as the Secretarial
Auditor of the Company for a term of five consecutive
years commencing from FY 2025-26 till FY 2029-30,
subject to approval of the Members at the ensuing 12^th
Annual General Meeting of the Company.

Internal Auditor

The Board of Directors of your Company has appointed
M/s. Ernst & Young LLP (e&y) as Internal Auditors pursuant
to the provisions of Section 138 of the Companies Act,
2013 for the financial year 2024-25. The Audit Committee
of the Board of Directors, Statutory Auditors and the
Management are periodically apprised of the Internal
Audit findings and corrective actions taken.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In accordance with the provisions of Regulation 34(2)
(f) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has presented its
Business Responsibility and Sustainability Report
(BRSR) as a distinct section forming part of this
Annual Report annexed as Annexure - V. This report
outlines the Company''s initiatives and performance
from an environmental, social, and governance (ESG)
perspective in accordance with National Guidelines
for responsible business conduct (NGRBC) issued by
Ministry of Corporate Affairs (MCA) and in the format
as prescribed by SEBI.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the
highest standards of corporate governance and
ethical conduct. In accordance with the provisions
of Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. A detailed report on Corporate
Governance forms an integral part of this Annual Report
is annexed as Annexure - VI. This report outlines the
Company''s governance framework, board structure,
committee composition, and disclosures that reflect
our commitment to transparency, accountability, and

stakeholders value creation. Other disclosures required
to be made under the Listing Regulations, the Act and
the Rules made thereunder, have been included in the
Corporate Governance Report and / or the Financial
Statements for the financial year ended March 31, 2025,
to avoid repetition in this Board''s Report.

DEPOSITORY SYSTEM

The Company has International Securities Identification
Number (ISIN): INE01FR01028 and facilitate to hold its
securities in Central Depository Services (India) Limited
(CDSL) and National Securities Depository Limited (NSDL)
and has MUFG Intime India Pvt. Ltd. (formerly M/s. Link
Intime India Pvt. Ltd.) as the Registrar and Share Transfer
Agents. As on March, 2025 and as on date all equity
shares of the company are in dematerialised form.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Companies Act, 2013 and other
relevant provisions, the Annual Return of the Company
in Form MGT-7 is available on the Company''s website
at https://stylebaazar.in/wp-content/uploads/2025/08/
Draft-MGT-7.pdf.

INSOLVENCY AND BANKRUPTCY CODE

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

VALUATION

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

CREDIT RATING

CRISIL Rating Limited (formerly Credit Rating Information
Service of India Limited) has reaffirmed the Company''s
rating as long-term rating outlook of CRISIL A-/Stable
assigned for bank loan facility of E 171.03 Crores
(Enhanced from E 127.03 Crores).

GENERAL

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
Baazar Style Retail Limited

(Formerly Baazar Style Retail Private
Limited)

Pradeep Kumar Agarwal

Chairman
DIN: 02195697

Shreyans Surana

Date: August 1, 2025 Managing Director

Place: Kolkata DIN: 02559280

Data Not Available