The Board of Directors hereby presents the report of the
business and operations of your Company ("the Company" or
"JHS"), along with the Audited Financial Statements
(standalone and consolidated), for the financial year ended
March 31, 2025.

FINANCIAL REVIEW/RESULTS

Key highlights of the financial results of your Company prepared
as per the Indian Accounting Standards ("Ind AS") for the
financial year ended March 31, 2025 are as under:

(Rs. in lakhs)

Notes: The above figures are extracted from the audited standalone and consolidated financial statements of the Company as per the
Indian Accounting Standards (Ind AS). Equity shares are at par value of 10 per share.

REVIEW OF OPERATIONS/STATEMENT OF AFFAIRS

The Company generated the revenue from operations during
the financial year ended 31^st March 2025 amounted to I NR 9,199
Lakhs higher by 23% over the previous year revenue from
operations of I NR 7,079 Lakhs.

A detailed note on Performance Review is given under
'Management Discussion and Analysis Report'.

Consolidated Financial Statements

The audited consolidated financial statements incorporating
the duly audited financial statements of the subsidiaries, as
prepared in compliance with the Companies Act, 2013 ('the
Act'), Listing Regulations and in accordance with the Indian
Accounting Standards specified under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules,
2015 along with all relevant documents and the Independent
Auditors' Report thereon forms part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the Financial Statement of the subsidiary
company is attached to the Financial Statement in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the
Company will make available the said financial statement of the
Company and its subsidiary company. The same can be
accessed on th e website of the Com pa ny i. e.
www.svendgaard.com/.

SUBSIDIARIES & ASSOCIATE COMPANIES

As on 31^st March, 2025, Company has 1 (one) wholly owned
subsidiary i.e. JHS Svendgaard Mechanical and Warehouse
Private Limited.

Further, a separate statement containing salient features of the
financial statements of the subsidiaries in the prescribed Form
AOC-1 has been disclosed and attached with this report as
Annexure 3.

SCHEME OF AMALGAMATION AND ARRANGEMENT OF
JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED
AND JHS SVENDGAARD BRANDS LIMITED AND JHS
SVENDGAARD LABORATORIES LIMITED

The equity shares of JHS Svendgaard Retail Ventures Ltd
"Resulting Company" got listed on the BSE Limited (Scrip code
544197) and the National Stock Exchange of India Limited
(Script RETAIL) on 26^th June 2024, in accordance with the SEBI
Regulations and circulars issued thereunder.

The details of same can be accessed at www.ihsretail.com

ANNUAL RETURN

In accordance with the provisions of section 92(3) of the Act,
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, and 134 (3) (a) of the Companies

Act, 2013, The annual return for FY-2025, is uploaded on the
Company's website and can be accessed at.
www.svendgaard.com/annual reports.

MEETINGS OF BOARD

Nine meetings of the Board of Directors were held during the
year. The particulars of the meetings held and attendance of
each Director are detailed in the Corporate Governance Report
that part of this Integrated Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Section 134(5) of the Companies Act, 2013, the
Board of Directors to best of its knowledge & ability confirm
that:

I. In the preparation of the annual accounts for the Financial

Year ended 31^st March, 2025, the applicable accounting
standards have been followed and there are no material
departures;

ii. They have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that
period.

iii. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going
concern basis.

v. They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by
the statutory auditors and the reviews performed by
management and the relevant board committees, including the
audit committee, the Board is of the opinion that the
Company's internal financial controls were adequate and
effective during FY 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there was no instances of frauds
reported by Auditors under Section 143(12) of the Companies
Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each
Independent Director in accordance with Section 149(7) of the
Companies Act, 2013 read with Regulation 25(8) of the SEBI
Listing Regulations, that he/she meets the criteria of
independence as laid out in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the SEBI Listing
Regulations.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency in
terms of Section 150(1) of the Companies Act, 2013 and
applicable rules thereunder) of all Independent Directors on the
Board.

The Independent Directors have also confirmed that they have
complied with the Company's code of conduct for Directors and
Senior Management Personnel. All the Independent Directors
of the Company have registered themselves in the data bank
maintained with the Indian Institute of Corporate Affairs,
Manesar ('IICA').

Details of the Familiarization Programme Module for
Independent Directors is provided in the Corporate Governance
of the Report.

As a practice, all new Directors (including Independent
Directors) inducted to the Board go through a structured
orientation programme. Presentations are made by Senior
Management giving an overview of the operations, to
familiarise the new Directors with the Company's business
operations. The new Directors are given an orientation on the
products of the business, group structure and subsidiaries,
Board constitution and procedures, matters reserved for the
Board, and the major risks and risk management strategy of the
Company. Visits to plant are organised for the new Directors to
enable them to understand the business better.

In the opinion of the Board, all independent directors possess a
strong sense of integrity and having requisite experience, skills,
qualification and expertise. For further details, please refer
Corporate Governance report.

POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON
REMUNERATION

Matching the needs of the Company and enhancing the
competencies of the Board are the basis for the Nomination and
Remuneration Committee to select a candidate for
appointment to the Board.

Pursuant to Section 134(3)(e) and Section 178(3) of the
Companies Act, 2013 (Act), the current policy is to have a
balanced mix of executive and non-executive Independent
Directors to maintain the independence of the Board and
separate its functions of governance and management. The
policy on appointment of Board members including criteria for

determining qualifications, positive attributes, independence
of a Director and the policy on remuneration of Directors
can be accessed at the website of the Company at
www.svendgaard.com/policy.

PARTICULARS OF REMUNERATION OF DIRECTORS/
KMP/ EMPLOYEES

Management Based on the recommendations of the NRC, the
Board has approved the Remuneration Policy for Directors, Key
Managerial Personnel ('KMPs') and all other employees of the
Company.

The salient features of the Policy are that it lays down the
parameters:

• Based on which payment of remuneration (including
siffing fees and remuneration) should be made to
Independent Directors ('IDs') and Non-Executive Directors
('NEDs').

• Based on which remuneration (including fixed salary,
benefits and perquisites, bonus/performance linked
incentive, commission, retirement benefits) should be
given to whole-time directors, KMPs and rest of the
employees.

• For remuneration payable to Directors for services
rendered in other capacity.

During the year under review, there has been no change to the
Policy. The Policy is available on the website of the Company at
www.svendgaard.com/investors/policy.

The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial
year 2024-25, ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the
financial year 2024-25 are as under:

* No Remuneration was paid to Non- Executive and Independent Director except the siWng fees during the Financial Year.

The statement containing particulars of employees as required
under Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part
of this Annual Report. In terms of Section 136 of the Companies
Act, 2013, the said statement will be open for inspection.

STATUTORY AUDITORS & THEIR REPORT
Statutory Auditors

During the year under review, M/s. Tattvam & Co., Chartered
Accountants (ICAI Firm Registration No. 507971C), who were
appointed as Statutory Auditors, tendered their resignation on
May 18, 2024, due to other professional commitments and
assignments, thereby creating a casual vacancy in the office of
the statutory auditors. To fill the said vacancy, the Board of
Directors, in accordance with the provisions of the Companies
Act, 2013, appointed M/s. Lodha & Co. LLP, Chartered

Accountants (FRN: 301051E), as Statutory Auditors in its
meeting dated June 15, 2024, and the appointment was duly
approved by the shareholders at the AGM held on September
10, 2024, for a term of five (5) consecutive years.

However, M/s. Lodha & Co. LLP, Chartered Accountants, on
November 7, 2024 mailed to the Company regarding intent to
resign and subsequently tendered their resignation from the
position of Statutory Auditors on November 13, 2024, thereby
causing casual vacancy. To fill the said vacancy, the Board of
Directors, at its meeting held on November 13, 2024, appointed
M/s. V.K. Khosla & Co., Chartered Accountants (Firm
Registration No. 002283N), as Statutory Auditors of the
Company. The said appointment was subsequently approved by
the shareholders through postal ballot dated February 10,
2025, and M/s. V.K. Khosla & Co. Chartered Accountants shall
hold office until the conclusion of this Annual General Meeting.

In this regard, it is proposed to appoint M/s V.K. Khosla & Co.,
Chartered Accountants (Firm Registration No. 002283N), as the
Statutory Auditors of the Company for a period of five
consecutive financial years, commencing from the conclusion
of this Annual General Meeting till the conclusion of the Annual
General Meeting to be held for the financial year ending 2030.
Furthermore, the Board recommends their appointment as a
Statutory Auditor of the Company.

M/s. V.K. Khosla & Co., Chartered Accountants, have confirmed
that:

a. Their appointment is within the limits prescribed under
Section 141 of the Companies Act, 2013;

b. They are not disqualified from continuing as Statutory
Auditors under the provisions of Section 141 of the Act;
and

c. They hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.

Report of Statutory Auditors

The reports given by M/s V.K. Khosla & Co., Chartered
Accountants, Statutory Auditors on Financial Statements of the
Company for F.Y. 2024-25 form part of the Annual Report, which
are self- explanatory. The Auditors' Report does not contain any
qualification, reservation or adverse remark or disclaimer given
by the Statutory Auditors in their report.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act,
2013 M/s Dahiya & Associates, Practicing Company Secretaries,
was appointed as the Secretarial Auditors for the financial year
2024-25 to conduct the secretarial audit of the Company.

The Secretarial Audit Report submitted by them in the
prescribed form MR- 3 is attached as 'Annexure-2' and forms an
integral part of this report. Secretarial Audit Report is self¬
explanatory and contains no qualifications or observations or
other remarks.

Further, in compliance with the recent amendment made to
Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with SEBI Circular dated
January 19, 2024, it is mandatory for all listed entities to appoint
a Secretarial Auditor for a continuous term of five years.
Accordingly, the Board of Directors of the Company has
considered and recommends the appointment of M/s Dahiya &
Associates, Practicing Company Secretaries, as the Secretarial
Auditors of the Company for a fixed term of five consecutive
financial years commencing from FY 2025-26 to FY 2029-30.

Reporting of Fraud

During the year under review, the Secretarial Auditors have not
reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under Section
143(12) of the Act.

COST AUDIT

The maintenance of cost records and requirements of cost audit
as prescribed by Central Government under the provisions of
section 148(1) of the companies act, 2013 are not applicable for
the business carried by the company.

INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out
with approval of the Company's Audit Committee. The plan is
aimed at evaluation of the efficacy and adequacy of internal
control systems and compliance thereof, robustness of internal
processes, policies and accounting procedures and compliance
with laws and regulations.

Report of Internal Auditors

The Internal Audit Report submitted by them in the prescribed
format is attached and forms an integral part of this report.

Based on the reports of internal audit, process owners
undertake corrective action in their respective areas. Significant
audit observations and corrective actions are periodically
presented to the Audit Committee of the Board.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Particulars of Loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013 and schedule V
of the listing Regulations, as on the 31^st March, 2025, form part
of the Notes to the financial statements provided in this
Integrated Annual Report.

CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a Related Party Transactions Policy.
The Audit Committee reviews this policy periodically and also
reviews and approves all related party transactions, to ensure
that the same are in line with the provisions of applicable law
and the Related Party Transactions Policy.

The Audit Committee approved the related party transactions
and wherever it is not possible to estimate the value, the audit
committee accordingly approved the limit for the financial year,
based on best estimates.

The particulars of transactions entered with the Related Party
refer in section 188(1) and applicable rules of the Act have been
given in the Annexure 3 to their report in Form AOC-2. All
contracts and arrangements with related parties under Section
188(1) of the Act, entered by the Company during the financial
year, were in the ordinary course of business and on an arm's
length basis.

Also, the Company has disclosed all related party transactions in
relevant Note 41 to the Standalone Financial Statements for the
financial year 2024-25.

TRANSFER TO RESERVES

During the financial year under review, the Board of the

Company has not proposed to transfer any amount from the
profit and loss account to the reserves of the Company.

DIVIDEND

Considering the future plans and business requirements of the
Company, your Board is compelled to not recommend any
dividend for the last financial year.

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

Save as otherwise disclosed in this report, there are no material
changes and commitments affecting the financial position of
the company, which have occurred between the end of the
financial year of the company to which the financial statements
relate and the date of the report.

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

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings and outgo as
required under Section 134 (3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure - 4 and is attached to this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT

JHS is having comprehensive risk assessment and minimization
procedure in place, which are reviewed by the Board
periodically. The Board is responsible for preparation of Risk
Management plan, reviewing, monitoring and updating the
same on regular and ongoing basis. Audit Committee is also
taking care for critical risks on yearly basis.

The Company has also formulated the Risk Management Policy
through which the Company has identified various risks like
quality risk, industry and competition risk, risk of loss and assets
which in the opinion of the Board may threaten the existence of
the Company.

Further, the risks control systems are instituted to ensure that
the risks in each business process are mitigated. The Audit
Committee of the Board is responsible for the overall risk
management in coordination with Internal Auditor who reports
directly to the Board.

In the opinion of the Board there have been no identification of
elements of risk that may threaten the existence of the
Company.

CORPORATE SOCIAL RESPONSIBILITY

During the financial years under review, no changes took place
in the CSR Policy and Company was not covered under
provisions of Section 135 of the Companies Act, 2013 and
relevant rules related to Corporate Social Responsibility.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013
read with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015) ("Listing Regulations"), the
Board, in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing, inter-alia,
the criteria for performance evaluation of the entire Board of
the Company, its Committees and individual Directors,
including Independent Directors.

A structured questionnaire, covering various aspects of the
functioning of the board and its Committee, such as, adequacy
of the constitution and composition of the Board and its
Committees, matters addressed in the Board and Committee
meetings, processes followed at the meeting, Board's focus,
regulatory compliances and Corporate Governance, etc., is in
place. Similarly, for evaluation of individual Director's
performance, the questionnaire covering various aspects like
their profile, contribution in Board and Committee meetings,
execution and performance of specific duties, obligations,
regulatory compliances and governance, etc., is also in place.

Board members had submitted their response for evaluating
the entire Board, respective committees of which they are
members and of their peer Board members, including Chairman
of the Board.

The Independent Directors had a separate meeting held on 24^th
March, 2025. No Directors other than Independent Directors
had attended this meeting. Independent Directors discussed
inter-o//o the performance of Non-Independent Directors and
Board as a whole and the performance of the Chairman of the
Company after taking into consideration the views of Executive
and Non- Executive Directors.

The performance evaluation of all the Independent Directors
have been done by the entire Board, excluding the Director
being evaluated. On the basis of performance evaluation done
by the Board, it will be determined whether to extend or
continue their term of appointment, whenever the respective
term expires.

CHANGE IN NATURE OF BUSINESS

During the review under a year, there have been no material
changes in the nature of business of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Management's discussion and
analysis is set out in this Integrated Annual Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to the Management Discussion & Analysis Report
which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors is in accordance with
the provisions of section 149 of the Companies Act and
Regulation 17 of SEBI(LODR) Regulations 2015, with an
optimum combination of Executive director, Non-Executive
Director, Independent Director, Independent Women Director.

As on March 31, 2025, the Board of Directors of the Company
comprised seven Directors, including two Executive Directors,
one Non-Executive and Non-Independent Director, and four
Independent Directors (including one Woman Independent
Director).

The Directors and Key Managerial personnel (KMP) of the
Company as per section 2(51) and 203 of the Companies Act,
2013 as on 31^st March, 2025 are as follows:

Kindly refer Corporate Governance Report for the full details
on Director's skills and Integrity.

*Mr. Rajagopal Chakravarthi Venkateish and Mr. Kapil Minocha
was re-appointed as Independent Director by Board of Directors
on May 17,2025 and by shareholders on June 23,2025.

** Mr. Nikhil Nanda, re-appointed as Managing Director of the
Company for a term of 5 years by Board of Director on its
meeting on 1st July, 2025.

*** Mr. Mukul Pathak, cease to be Independent Director from
July 01, 2025.

****Mr. Paramvir Singh, the Chief Executive Officer of the
company was appointed as Executive director of the Company in
its Board Meeting held on November 13,2024.

Pursuant to the provisions of Sections 149, 152, 161 and other
applicable provisions of the Act read with the Companies
(Appointment and Qualification of Directors) Rules, 2014, and
based on the recommendation of the Nomination and
Remuneration Committee ("NRC"), the Board of Directors
appointed Mr. Paramvir Singh (DIN: 00098684), Chief Executive
Officer of the Company, as an Additional Director with effect
from November 13, 2024. Subsequently, in accordance with

Section 160 of the Act and applicable provisions of the SEBI
Listing Regulations, the appointment of Mr. Paramvir Singh as a
Director (Executive Category) was approved by the
shareholders through Postal Ballot dated February 10, 2025.

Further details in this regard are provided in the Corporate
Governance Report, which forms part of this Annual Report.

Induction to the Board

• Re-appointment of Director retiring by rotation

In terms of the provisions of the Companies Act, 2013, Mr.
Vinay Mittal (DIN: 08232559), Non-Executive Director,
retires at the ensuing AGM and being eligible, seeks re¬
appointment. The necessary resolution for re¬
appointment of Mr. Vinay Mittal forms part of the Notice of
the AGM. The profile and particulars of experience,
attributes and skills that qualify Mr. Vinay Mittal for Board
membership, are disclosed in the said Notice.

• Re-appointment of Managing Director

The Board of Directors, at its meeting held on 01^st July,
2025, has, based on the recommendation of the
Nomination and Remuneration Committee, approved the
re-appointment of Mr. Nikhil Nanda (DIN: 00051501) as
the Managing Director of the Company for a further term
of five (5) years with effect from 02^nd July, 2025 to 01^st July,
2030.

The terms and conditions of re-appointment, including
remuneration, are in accordance with the provisions of
Sections 196, 197, and other applicable provisions of the
Companies Act, 2013, read with Schedule V thereto and
the rules made thereunder. A resolution seeking approval
of the shareholders for the said re-appointment forms part
of the Notice of the Annual General Meeting.

• Cessation

As per the terms of his appointment, Mr. Mukul Pathak
(DIN: 00051534)), completed his term as an Independent
Director on 1st July, 2025 and accordingly, ceased to be an
Independent Director and Member of Committees of the
Board of Directors of the Company effective 1st July, 2025.
The Board of Directors place on record their deep
appreciation for the wisdom, knowledge and guidance
provided by Mr. Mukul Pathak during his tenure.

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following
Committees in order to effectively deliberate its duties under
the Act and the Listing Regulations, 2015:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• Corporate Social Responsibility Committee;

Details of the Committees in respect of its composition, terms of

reference and meetings held during the financial year 2024-25
are provided in the Corporate Governance Report, which forms
part of this Annual Report.

DEPOSIT

During the year under review the Company has neither
accepted nor renewed any deposit in terms of Chapter V of the
Companies Act, 2013 and Rules framed thereunder.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

Your Company firmly believes in providing a safe, supportive
and friendly workplace environment - a workplace where our
values come to life through the supporting behaviors. Positive
workplace environment and a great employee experience are
integral part of our culture. Your Company continues to take
various measures to ensure a workplace free from
discrimination and harassment based on gender. The Company
has zero tolerance for sexual harassment at workplace. A policy
has been adopted in line with the Sexual harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed there under and an Internal Complaints
Committee has also been set up to redress complaints received
regarding Sexual Harassment. During the year, no complaints
pertaining to sexual harassment were received.

Furthermore, the Company got registered in SHE-BOX, the
Government of India's online portal for addressing workplace
sexual harassment complaints, thereby strengthening its
compliance and grievance redressal framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACT THE
GOING CONCERNS STATUS AND THE COMPANY'S
OPERATIONS IN FUTURE.

The Company has not received any significant or material orders
passed by any regulatory Authority, Court or Tribunal which
shall impact the going concern status and Company's
operations in future.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by SEBI. Separate report on
Corporate Governance, forms an integral part of this Annual
Report.

A certificate from M/s Dahiya & Associates, Practicing Company
Secretaries, confirming compliance with the conditions of
corporate governance is also attached to the Corporate
Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARD

During the year under review, the Company has complied with
the applicable Secretarial Standards issued by the Institute of

Company Secretaries of India on Meetings of the Board of
Directors and General Meetings.

CAPITAL STRUCTURE
(a) Share Capital

During the year under review, there has been no change in
the authorized share capital of the Company. As on March
31, 2025, the authorized share capital of the Company
continues to stand at Rs. 1,01,00,00,000 (Rupees One
Hundred One Crores only) comprising 10,10,00,000 (Ten
Crores Ten Lakhs) equity shares of Rs. 10/- each, as last
increased pursuant to the Composite Scheme of
Amalgamation and Arrangement of JHS Svendgaard Retail
Ventures Private Limited (Resulting Company), JHS
Svendgaard Brands Limited (Transferor Company), and JHS
Svendgaard Laboratories Limited (Demerged Company/
Transferee Company) as approved by the Hon'ble National
Company Law Tribunal (NCLT) vide its order dated August
10, 2023.

However, there has been a change in the paid-up share
capital of the Company during the financial year 2024-25.
The Company raised capital by way of:

• Issuance of 72,07,204 (Seventy-Two Lakhs Seven
Thousand Two Hundred Four) equity shares to non¬
promoters; and

• Issuance of 36,03,602 (Thirty-Six Lakhs Three
Thousand Six Hundred Two) fully convertible
warrants to both promoters and non-promoters.

*Consequently, the paid-up share capital of the Company
as on March 31, 2025, stands increased to Rs. 85,60,39,660
(Rupees Eighty-Five Crores Sixty Lakhs Thirty-Nine
Thousand Six Hundred Sixty only) comprising 8,56,03,966
(Eight Crores Fifty-Six Lakhs Three Thousand Nine Hundred
Sixty-Six) equity shares of Rs. 10/- each. It is clarified that
only the equity shares issued during the year under review
have been included in the calculation of the paid-up share
capital of the Company as on March 31, 2025.

During the year, the Company also issued 36,03,602
(Thirty-Six Lakhs Three Thousand Six Hundred Two) fully
convertible warrants to certain promoters and non¬
promoters. These warrants are yet to be converted into
equity shares and hence do not form part of the paid-up
share capital as of the reporting date.

Further, out of the amount of Rs. 2000 lakhs received
against aforesaid issue of shares and Rs. 250 lakhs against
the issue of warrants, for the period ended 31^st March
2025, the company has utilized the money for project in
Jammu and Kashmir - Rs.71.29 lakhs, General Corporate
Purpose - Rs.749.50 lakhs and balance Rs.1429.21 lakhs
has been parked in fixed deposits, pending utilization.

The said warrants are convertible into equity shares of the
Company within a period of 18 months from the date of

their allotment i.e. August 3, 2024 and shall lapse if not
converted on or before February 3, 2026.

(b) Employees Stock Option Plan and General Employee
Benefits Scheme

During the year, there has been no allotment of employee
stock option plan and general employee benefits scheme
with affect the company share capital.

VIGIL MECHANISM

As per Regulation 22 of Listing Regulations and Section 177(9) of
the Companies Act 2013, the Company has established Vigil
Mechanism through which Directors, Employees and Business
Associates may report unethical behavior, malpractices,
wrongful conduct fraud, and violation of company's code of
conduct without any fear of reprisal. Vigil Mechanism is being
overseen by the Audit Committee for the genuine concerns
expressed by the employees and the Directors. The said Policy
provides adequate safeguards against victimization of
employees and Directors who express their concerns.

The Company has also provided direct access to the Audit
Committee on reporting issues concerning the interests of
employees and the Company and no employee was denied
access to the Audit Committee. The policy as approved by the
Board is uploaded on the Company's website at
www.svendgaard.com/policy.

GENERAL

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of equity shares (including sweat equity shares) to
employees of the Company under any scheme.

• Your Company has not resorted to any buy back of its
Equity Shares during the year under review.

• Neither Managing Director nor the Whole-time Directors
of the Company receive any remuneration or commission
from any of its subsidiaries.

• No application was filed by/ on the Company under the
Insolvency and Bankruptcy Code, 2016.

• 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 - Not
Applicable.

• The Directors have laid down internal financial controls to
be followed by your Company and that such internal
financial controls are adequate and are operating
effectively. The Company Secretary & Compliance Officer
of the Company shall ensure compliance of Insider Trading

Rules of the Company and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The details of
application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the end of the
financial year - Not Applicable.

Further, in terms of Regulation 30A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, there no such agreements which are required to be
disclosed in the Annual Report.

Also, the Company is not falling under the list of top 1000
Companies, for the purpose of determination of
applicability of dividend distribution policy, Risk
Management Committee and business responsibility &
sustainability reporting.

INDUSTRIAL RELATIONS

The Company has been maintaining healthy, cordial and
harmonious industrial relations at all levels. The enthusiasm
and unstinting efforts of employees have enabled the Company
to remain at the leadership position in the industry. It has taken
various steps to improve productivity across organization.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all customers,
shareholders, suppliers, bankers, business partners/associates,
financial institutions and the Central Government and the State
Government for their consistent support and encouragement
provided by them in the past. Your Directors conveying their
sincere appreciation to all employees of the Company and its
subsidiaries and associates for their hard work and
commitment. Their dedication and competence have ensured
that the Company continues to be a significant and leading
player in this industry.

For and on behalf of the Board

Sd/- Sd/-

Nikhil Nanda ParamvirSingh

Date: 12/08/2025 Managing Director Director

Place: New Delhi DIN: 00051501 DIN: 00098684