Your Directors present this 21^st Annual Report of S D RETAIL
LIMITED ("the Company”) along with the audited financial
statements (Standalone) for the financial year ended 31^st
March, 2025.

1. FINANCIAL SUMMARY

The standalone financial statements for the financial
year ended 31^st March, 2025, have been prepared in
accordance with the Indian Accounting Standards (Ind
AS), provisions of the Companies Act, 2013 and the rules
made thereunder (including any statutory modification(s)
or re- enactment thereof) (hereinafter referred to as
"the Act”) and the guidelines issued by Securities and
Exchange Board of India.

2. SHARE CAPITAL

During the year under review, the Company has also
successfully completed its Initial Public Offering ("IPO”)
of 49,60,000 Equity Shares of face value of 10 each of
the Company (the "Equity Shares”) by way of Fresh Issue
of Equity Shares. The Equity Shares of the Company
have been listed on EMERGE Platform of National Stock
Exchange of India Limited ("NSE EMERGE”) with effect
from September 27, 2024.

3. DIVIDEND

Your Directors have not recommended any dividend
for the financial year 2024-25. The Board has decided
to retain the profits in the Company to strengthen the
financial position and to fund future business expansion
and capital expenditure plans.

4. TRANSFER TO RESERVES

During the period under review, the Company has made
a profit of INR 8,55,56,894.32 and the same has been
transferred to reserves and surplus.

5. COMPANY PERFORMANCE

The Company has earned a total Revenue from
operations of INR 17,518.24/-Lakhs in financial year
2024-25 as compared to Rs. INR 16,332.81/-Lakhs in the
previous year.

Total expenditure for the period ended as at March 31st,
2025 amounted to INR 16,444.84/-Lakhs as compared to
Rs. INR 15,310.13/-Lakhs in the previous year.

The Profit Before Tax (PBT) for the year ended March 31st,
2025 amounted to INR 1,073.40/-Lakhs as compared
to INR 1,022.68/-Lakhs in the previous year.The Net
Profit for the year ended March 31st, 2025 amounted
to INR 855.57/-Lakhs as compared to Profit of Rs. INR
769.22/-Lakhs in the previous year.

Your directors are hopeful to Utilize the present
resources in an efficient manner and achieve even better
results than this in the future through better planning,
Opening of new EBO's, Sales Promotion and efficient
supply chain management techniques.

Looking ahead, the Company remains committed to
enhancing its market presence, expanding its product
portfolio, and exploring new opportunities to drive
sustainable growth. The Management is continuously
working on expanding the new Product Range which is
customer friendly and targeting high level of customer
retention ratio in the field of Night wears.

6. ANNUAL REPORT CIRCULATION

In compliance with the MCA's vide its General Circular
No. 09/2023 dated 25.09.2023 read with its General
Circular No. 20/2020 dated 05.05.2020, General Circular
No. 02/ 2022 dated 05.05.2022 and General Circular No.
10/2022 dated 28.12.2022, and SEBI Circular No. SEBI /
HO/CFD/CFD-POD-2/P/CIR/ 2023/167 dated 07.10.2023,
Notice of the AGM along with the Annual Report 2024¬
25 is being sent only through electronic mode to all the
Members whose email addresses are registered with
the Company/ Depositories. Members may note that the
Notice and Annual Report for F.Y. 2024-25 will also be
available on the Company's website: www.sweetdreams.
in, website of the stock exchange i.e. National Stock
Exchange of India Limited at www.nseindia.com, and on
the website of NDSL.

7. SIGNIFICANT EVENTS

• Increase in Authorized share capital

During the period under review, pursuant to the
Board Resolution dated April 26, 2024, and the
Shareholders' Resolution dated April 27, 2024, the

shareholders approved an increase in its Authorised
Share Capital from INR 2,25,00,000 (Rupees
Two Crore Twenty-Five Lakh only), divided into
22,50,000 (Twenty-Two Lakh Fifty Thousand) equity
shares of INR 10 each, to INR 20,00,00,000 (Rupees
Twenty Crore only), divided into 2,00,00,000 (Two
Crore) equity shares of INR 10 each.

• Issue of Bonus shares

During the year under review, the Board of
Directors, at its meeting held on May 1, 2024,
allotted 1,25,11,260 equity shares of '10/- each as
fully paid-up bonus shares, in the ratio of 10:1, to
the existing shareholders of the Company whose
names appeared in the Register of Members as on
the Record Date, i.e., April 26, 2024.

The allotment was made by capitalizing
'12,51,12,600/- from the Company's free reserves
or securities premium account, as per the audited
financials as on February 29, 2024, and the
certificate issued by the Statutory Auditor dated
April 26, 2024.

• Shifting of Registered Office

During the year under review, your company shifted
its registered office from Survey No.177, Nr.Sml
Isuzu, B/H Krishna Mandir BhammariyaKuva,
Lambha, Laxmipura, Na, Ahmedabad, Gujarat,
India,382405 to C-929, STRATUM AT VENUS
GROUND, NR. JHANSI KI RANI STATUE, NEHRU
NAGAR, Ambawadi, Ahmedabad, Gujarat, India,
380006 w.e.f 01st May, 2024.

• Conversion of the company from Private Limited
to Public Limited

During the year under review, the Shareholders
of the Company has approved conversion of the
Company from private limited company into public
limited company, vide Special Resolution passed
at their Extraordinary General meeting held on May
13, 2024. Subsequently, the Company has received
fresh Certificate of Incorporation consequent upon
conversion to public limited company issued by the
Registrar of Companies, Ahmedabad, Gujarat, on
June 19, 2024. Pursuant to the same, name of the
Company has been changed from S D Retail Private
Limited to "S D Retail Limited” with effect from June
19, 2024.

• Issue of Equity shares Via Initial Public Offering
(IPO)

Your Directors are pleased to inform you that, the
Company has completed its Initial Public Offer
("IPO”) of 49,60,000 equity shares of face value '10/-
each, at an issue price of '131/- per equity.

The Offer was made pursuant to Regulation 6(1) of
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018. The company successfully
listed its shares on the NSE EMERGE Platform on
September 27, 2024. The Company has utilized its
proceeds of Initial Public Offer as per the Object of
the issue as mentioned in Prospectus.

8. Subsidiaries, Joint Ventures and Associate Companies

Your Company does not have any Subsidiaries, Joint
Ventures and Associate Companies.

9. Deposits

During the financial year 2024-25, your Company has
not accepted any fixed deposits within the meaning
of section 73 and 74 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposits)
Rules, 2014.

10. LISTING

The equity shares of the Company are listed on the SME
Platform of the National Stock Exchange of India Limited
(NSE EMERGE) with effect from September 27, 2024. The
Company has paid the annual listing fees to the NSE and
is in compliance with all applicable listing regulations.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013,
("the Act”), your Directors, based on the representations
received from the operating management and after due
enquiry, confirm that:

a. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no material departures;

b. 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;

c. 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;

d. they have prepared the annual accounts on a going
concern basis;

e. they have laid down internal financial controls
to be followed by the company and such internal
financial controls are adequate and were operating
effectively.

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

12. UTILIZATION OF PROCEEDS

During the financial year, the Company raised funds
through Initial public offer. The proceeds from these
issuances have been utilized in accordance with the
objects stated in the offer documents filed with the
regulatory authorities.

The funds have been deployed towards purposes such
as Capital expenditure to be incurred by our Company for

setting up new exclusive brand outlets (EBO's), working
capital requirements, and general corporate purposes,
in line with the disclosures made at the time of Initial
public offer.

The Board of Directors confirms that the utilization of
proceeds is in compliance with the terms and conditions
set out in the offer documents, and there has been no
deviation or variation in the intended use of funds.

The utilization of funds has been managed prudently,
reflecting our commitment to transparency and
maximizing shareholder value. Pursuant to Regulation
32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company hereby states that there was no deviation(s)
or variation(s) in the utilization of public issue proceeds
from the objects as stated in the prospectus.

In the current year, the Company has completed its initial
public offer ("IPO") of 49,60,000 Equity Shares of ' 10 each
at an issue price of ' 131 per equity share (Security Premium
' 121 per equity share). The issue was entirely fresh issue
of Equity Shares for value aggregating ' 6,497.60 lakhs.
Pursuant to IPO, the equity shares of the Company were
listed on Emerge platform of National Stock Exchange of
India Limited w.e.f. September 27, 2024.

The details of utilization of the net proceeds of ' 6,041.86
Lakhs (net off IPO expenses of ' 455.74 lakhs), is follows:

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes took place in the Board of
Directors and Key Managerial Personnel of the Company.

Company Secretary and Compliance Officer

During the year under review, the Board at its meeting
held on 11TH MAY, 2024 appointed Ms. SHAH POOJABEN,
an Associate Member of the Institute of Companies
Secretaries of India, as Company Secretary of the
company w.e.f. May 11 2024, on the terms and conditions
set out by the Board, to perform the duties assigned to
her by the Board of Directors from time to time.

Ms. SHAH POOJABEN tendered their resignation as
Company Secretary of the Company with effect from
20th June, 2024 due to personal reasons.

The Board appointed MS. SAKSHI SINGH CHAUHAN
as Company Secretary and Compliance Officer of the
Company with effect from 20th June, 2024.

Later, during the year under review, Ms. SAKSHI SINGH
CHAUHAN tendered her resignation as Company
Secretary and Compliance Officer of the Company
with effect from 30th December, 2024 due to personal
reasons.

Ms. SHAH POOJABEN was appointed as Company
Secretary and Compliance Officer of the Company with
effect from 30th December, 2024, on the terms and
conditions set out by the Nomination and Remuneration
Committee, to perform the duties of a secretary as
required under the Act and any other duties assigned to
her by the Board of Directors from time to time.

Chief Financial Officer

During the year under review, the Board at its meeting
held on 11TH MAY, 2024 appointed MR. RITESH
SURENDRA SARAOGI, as Chief Financial Officer of the
Company w.e.f. May 11 2024, on the terms and conditions
set out by the Board, to perform the duties assigned to
him by the Board of Directors from time to time.

Chairman and Managing Director

During the year under review, the Board at its meeting
held on 20TH JUNE, 2024 appointed MR. HITESH
PRAVINCHANDRA RUPARELIA, Managing Director of
the Company,as CHAIRMAN AND MANAGING DIRECTOR
of the Company for a period of five years with effect
from 20TH JUNE, 2024. Subsequently, the Shareholders
at their Extraordinary General Meeting held on 20TH
JUNE, 2024 have approved the appointment of MR.
HITESH PRAVINCHANDRA RUPARELIA as Chairman and

Managing Director and remuneration payable to him,
during the tenure as Chairman and Managing Director of
the Company.

Whole Time Director

During the year under review, the Board at its meeting
held on 20TH JUNE, 2024 appointed MR. UTPALBHAI
PRAVINCHANDRA RUPARELIA, Director of the Company,
as Whole Time Director of the Company for a period
of five years with effect from 20TH JUNE, 2024.
Subsequently, the Shareholders at their Extraordinary
General Meeting held on 20TH JUNE, 2024 have approved
the appointment of MR. UTPALBHAI PRAVINCHANDRA
RUPARELIA as a Whole Time Director and remuneration
payable to him, during the tenure as Whole Time Director
of the Company.

Independent Directors

During the year under review, Mr. HARSHIL
RAJENDRABHAI PATEL was appointed as Independent
Director on the Board of the company pursuant to
resolutions passed by the Board of Directors on 11TH
MAY, 2024 and Special Resolutions passed by the
Shareholders at their Extra-ordinary General Meeting
held on JUNE 20th, 2024 for a period of five years up to
10th May, 2029 not liable to retire by rotation.

During the year under review, Mr. MANISH KAPOOR was
appointed as Independent Director on the Board of the
Company, pursuant to resolutions passed by the Board
of Directors on 11TH MAY, 2024 and approval of the
shareholders through a Special Resolution at the Extra¬
Ordinary General Meeting held on JUNE 20, 2024 for a
term of five years up to 10th May, 2029 not liable to retire
by rotation.

Subsequently, during the year under review,Mr. MANISH
KAPOOR tendered their resignation as an Independent
Director on the Board of the company with effect from
21st March, 2025 due to other professional commitments.

During the year under review, Mr. JAYDEEP JAGANNATH
SHETTY was appointed as an Additional Independent
Director on the Board of the company pursuant to
Resolution passed by the Board of Directors on 21st
March, 2025 to hold office till the conclusion of the Annual
General Meeting or the last day on which the Annual
General Meeting should have been held, whichever is
earlier.

In the opinion of the Board, Independent Directors
possess requisite expertise, integrity and experience
(including proficiency) and are independent of the
management of the Company.

14. DECLARATION BY INDEPENDENT DIRECTORS AND
STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

a. The Company has received the necessary
declaration from each Independent Director in
accordance with Section 149(7) of the Companies
Act and that he/she meets the criteria of
independence as laid out in Section 149(6) of the
Act.

b. 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 Act and applicable rules
thereunder) of all Independent Directors on the
Board. Further in terms of Section 150 read with Rule
6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their
names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate
Affairs.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried
out an evaluation of its own performance, the directors
individually as well as the evaluation of the working
of its Audit,Stakeholders Relationship, Nomination &
Remuneration Committees from time to time.

16. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Board has adopted the Remuneration policy for
Directors, Key Managerial Personnel and other employees
of the Company under section 178(4) of the Act and Policy
on diversity of Board of Directors.

17. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met Twenty-
One (21) times during the Financial Year 2024-25. The
maximum gap between any two Board Meetings was less
than one Hundred and Twenty days.

The meetings were held on the following dates:

The necessary quorum was present for all the meetings.
The names and categories of the Directors on the Board,
their attendance at Board Meetings held during the year
under review and at the last Annual General Meeting
("AGM") are given herein below.

The Company has an optimal combination of Executive,
Non-Executive and Independent Directors to maintain
the independence of the Board from the management,
which is in conformity with the requirement of Section
149(4) of the Act and Regulation 17 of the Listing
Regulations.

During the year 4 (Four) meetings of the Audit Committee were held, the dates and attendance are as follows:

Stakeholders Relationship Committee

Your Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub section (5) and other
applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules,
2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in the meeting of Board of Directors dated June 20, 2024. During the year under report the Company
re-constituted its Stakeholders Relationship Committee on March 21, 2025 as per SEBI LODR Regulations comprising the
following members:

During the year 1 (One) meeting of the Stakeholders Relationship Committee was held, the date and attendance are as
follows:

Nomination and Remuneration Committee

Your Company has constituted Nomination and Remuneration Committee in terms of Section 178, Schedule V and other
applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules,
2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and any other applicable guidelines, in the meeting of the Board of Directors held on June 20, 2024.

During the year under report the Company re-constituted its Nomination and Remuneration Committee on March 21, 2025
as per SEBI LODR Regulations comprising the following members:

During the year 2 (Two) meetings of the Nomination and Remuneration Committeewas held, the date and attendance are
as follows:

19. AUDITORS AND AUDITORS' REPORT
Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,
M/S KKC & Associates LLP, Chartered Accountants, Formerly Khimji Kunverji & Co. LLP, {Firm Registration No.105146W /
W100621), Statutory Auditors of the Company have been appointed for a term of 5 year the Annual General Meeting held for
2023-24 till the conclusion of the Annual General Meeting to be held in the year 2027-28.

The Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore
do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors' report is enclosed
with the financial statements in this Annual Report.

Internal Auditors

In terms of Section 138 of the Companies Act, 2013 read
with rule 13 of the Companies (Accounts) Rules, 2014,
and other applicable provisions of the Act, M/s. TALATI &
TALATI LLP, Chartered Accountants (FRN No. 110758W)
have been appointed as the Internal Auditors of the
Company for the financial year 2024-25

COST AUDITOR

As per the requirement of the Central Government and
pursuant to section 148 of the Companies Act, 2013,
read with Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your Company
hereby confirms that the provisions of this Section is
not applicable, hence your Company is not required to
appoint cost auditor for the financial year 2024-25.

Secretarial Auditor

Pursuant to the provisions of section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M/s. Monika Chechani &
Associates, Practicing Company Secretaries, (COP No.
10883), a peer reviewed Firm, to undertake the Secretarial
Audit of the Company for the Financial Year 2024-25.

Secretarial Audit Report and Annual Secretarial
Compliance Report

The Company has annexed a Secretarial Audit Report
for the Financial Year 2024-25 given by the Secretarial
Auditor, to this Report as "Annexure II". The Secretarial
Audit Report does not contain any qualification,
reservation or adverse remark.The observation marked
by the Secretarial Auditor has been addressed to
concerned team and management assures the due
consideration of the same to make company more
compliant.

20. CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS

Pursuant to the provisions of Regulation 34(3) and
Schedule V Para C clause (10) (i) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, A certificate from M/s. Monika Chechani &
Associates, Practicing Company Secretary certifying
that none of the directors on the Board of the Company
have been debarred or disqualified from being appointed
or continuing as directors of the Company by SEBI or
MCA or any such statutory authority, it is enclosed as
"Annexure V".

21. STATUTORY DUES

Pursuant to Rule 8(5)(viii) of the Companies (Accounts)
Rules, 2014, the Company confirms that there are no
disputed statutory dues including income tax, sales
tax, service tax, duty of customs, duty of excise, value
added tax, cess, or any other statutory dues that were
outstanding as at the end of the financial year for a period
of more than six months from the date they became
payable except mentioned herein:

d. As required under section 134(3)(h) of the Act, the
details of the transactions entered into with related
parties during the year under review, which fall
under the scope of Section 188(1) of the Act, are
given in Form AOC-2 attached as "Annexure-III" to
this report.

23. SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable provision of Secretarial Standards on
meetings of the Board of Directors ("SS-1”) and on General
Meetings ("SS-2”) issued by the Institute of Company
Secretaries of India in terms of section 118(10) of the Act.

24. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and
is committed to conducting its business in accordance
with the applicable laws, rules and regulations. The
Company's Corporate Governance practices are
driven by effective and strong Board oversight, timely
disclosures, transparent accounting policies and high
level of Integrity in decision making.

Your Company is committed to achieving and adhering
to the highest standards of Corporate Governance.
However, the provisions of Corporate Governance are
not applicable to the Company pursuant to Regulation
read with Regulation 15(2)(b) of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. However,
your Company undertakes that when the above said
provision is applicable to the Company the same will be
duly complied with in the period of 6 months.

25. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Act, the
Company has framed and adopted a code of conduct
and ethics ("the code”). The code is applicable to the
members of the Board, the executive officers and all
the employees of the Company. All the members of the
Board and Senior Management Personnel have affirmed
compliance to the code for the Financial Year ended on
March 31, 2025

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of section 135 of
Companies Act, 2013 and the Companies(Corporate
Social Responsibility Policy) Rules, 2014, the Company
has adopted Corporate Social Responsibility Policy. The
brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company,the initiatives undertaken by the
Company on CSR activities during the year and other

disclosures are set out in "Annexure-IV" of this report
in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards
supporting projects in the areas of Promoting education,
health care, employment enhancing vocational skills,
eradicating hunger and making available safe drinking
water and various other social matters continues
to enhance value creation in the society and in the
community in which it operates,through its services,
conduct & initiatives, so as to promote sustained growth
for the society and community, in fulfillment of its role as
Socially Responsible Corporate.

27. COMPANY'S POLICIES

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism for the
Directors and Employees of the Company by adopting
the Whistle Blower Policy to report about the genuine
concerns, unethical behavior, fraud or violation of
Company's Code of Conduct. The Company has in place a
confidential reporting mechanism for any whistle blower
to report a matter.

During the year, the Company did not receive any
complaint under vigil mechanism and there was no
complaint pending at the opening and closing of the year
under review.

Nomination and Remuneration Policy

The Company has the policy on the appointment and
remuneration of directors and key managerial personnel
which provides a framework based on which our human
resources management aligns their recruitment plans
for the strategic growth of the Company. The policy is
available on the Company's website. The related weblink
is: https://www.sweetdreams.in/pages/corporate-

governance

Policy for Determining Materiality of Litigation

In view of the nature and extent of operations of the
Company and its Directors, Promoters and Group
Companies, the Company has policy for determining
materiality of Litigation involving the Company and its
Directors,Promoters and Group Companies.

Risk Management and Internal Financial Control

The Management met periodically for identifying,
assessing, mitigating and monitoring of all risks
associated with the business of the Company. The Risk
Management process that is followed to identify, assess

and prioritize risks that need to be minimized, monitored
and mitigated is quite elaborate. These measures help in
reducing and controlling the impact of adverse events
and maximize the realization of opportunities.

The Company's management is responsible for
establishing and maintaining internal financial controls
based on the internal control over financial reporting
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 ('ICAI'). These responsibilities
include the design, implementation and maintenance of
adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct
of its business, including adherence to company's
policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely
preparation of reliable financial information, as required
under the Act.

Board Diversity Policy

The Company has on place a policy for the diversity of the
Board as per the recommendations of the Nomination
and Remuneration Committee which is available on the
Company's website. The relevant weblink is:https://www.
sweetdreams.in/pages/corporate-governance

Sexual Harassment Policy

Pursuant to provisions of section 134(3Xq) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, and THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 required disclosure is given
below:

Your Company has always endeavored to provide a
safe, secured and harassment free workplace for every
individual working in the Company and to create an
environment that is free from any discrimination and
sexual harassment. The Company has in place a policy on
prevention of sexual harassment of women at workplace.
The Company has a Committee of Prevention of Sexual
Harassment of Women at Workplace, in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules made thereunder.

The Company has constituted Internal Committee as
per provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,

2013 and also has a policy and framework for employees
to report sexual harassment cases at workplace and its
process ensures complete anonymity and confidentiality
of information.

The Company has a policy in place for redressal of
complaints related to sexual harassment and follows the
guidelines provided in the policy.

The summary of sexual harassment complaints during
the financial year is as follows:

The details of the complaints received during the year
under review were as follows:

The Company continues to foster a work culture free
from harassment, discrimination, and bias, and promotes
gender sensitivity through training and awareness
programs.

Policy on Related Party Transactions

a. During the year under review, there were some
transactions entered into by the Company with
related parties, which were in the Ordinary Course
of Business and at Arm's Length pricing basis
for which the Audit Committee granted omnibus
approval (which are repetitive in nature) and the
same were reviewed by the Audit Committee and
the Board.

b. During the year under review, there were no
significant transactions with related parties which
were at arm's length basis

c. There were no materially significant transactions
with related parties which were in conflict with the
interest of the Company.

d. As required under section 134(3)(h) of the Act, the
details of the transactions entered into with related
parties during the year under review, which fall

under the scope of Section 188(1) of the Act, are
given in Form AOC-2 attached as Annexure-III to
this report.

28. ANNUAL RETURN

Pursuant to provisions of rule 12(1) of the Companies
(Management and Administration) Rules, 2014 and
Section 92(3) of the Companies Act, 2013 as amended,
the extract of annual return in Form MGT-9 is not required
to be annexed herewith in the report. The Company is
having website and therefore, it will publish annual return
on its website i.e. www.sweetdreams.in after filing Form
MGT-7 on MCA portal.

29. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

During the year under review, the Company has not given
any loan, guarantee or security under section 186 of the
Act. The details of investments, as required under the
provisions of section 186 of the Act or Para A of Schedule
V of the Listing Regulations, are provided in Notes
forming part of the Standalone Financial Statements,
which form part of the Annual Report.

Disclosure of Loans and advances in the nature of loans
to firms/companies in which directors are interested by
name and amount:

During the year under review, the Company has not given
any Loans and advances in the nature of loans to firms/
companies in which directors were interested.

30. PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars prescribed under Section 134 of the Act
read with Rule 8(3) of the Companies (Accounts) Rules,
2014, relating to Conservation of Energy, technology
Absorption, Foreign Exchange Earnings and outgo are
given below:

A. Conservation of energy:

a. The operations of the Company are not energy¬
intensive. However, significant measures are taken
to reduce energy consumption by using energy-
efficient equipment. The Company constantly
evaluates and invests in new technology to make
its infrastructure more energy efficient and also
under cost reduction measure the management
has internally issued different circulars for use of
natural light in place of tube lights; Administration

keeps a regular check on whether the Computer
systems provided to the employees have been shut
down properly at the time of closure of office etc.

b. No new investment is made on such energy saving
devices during the financial year.

c. Further, since energy costs comprise a very small
part of your Company's total expenses, the financial
implications of these measures are not material.

B. Technology absorption:

The Company continuous to use the latest technologies
for improving the productivity and quality of its services
and products.

C. Foreign exchange earnings and outgo:

The details of foreign exchange earned and outgo during
the year are as follows:

31. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a
separate "Annexure I” forming part of this report. In terms
of Section 136 of the Act, the said annexure is open for
inspection at the Registered Office of your Company. Any
member interested in obtaining a copy of the same may
write to the Company Secretary.

32. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the
public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on
March 31, 2025.

33. INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Act, all dividends declared
by the Company have been fully paid to the Shareholders
of the Company. There was no dividend that remained
unpaid / unclaimed with the Company as on March 31,
2025, which required to be transferred to the IEPF.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report
is provided in a separate section of the Annual Report,
offering insights into the Company's operations,
performance, and future outlook. This report is in
compliance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. It covers various aspects of the business under
review, offering stakeholders a comprehensive
understanding of the Company's strategic direction,
market conditions, and financial health. This section
forms an integral part of the Annual Report, ensuring
transparency and informed decision-making for
investors and other stakeholders.

35. DISCLOSURE ON MATERNITY BENEFITS

Your Company remains committed to promoting the
health, well-being, and rights of its women employees.
In accordance with the provisions of the Maternity
Benefit Act, 1961, as amended by the Maternity
Benefit (Amendment) Act, 2017, S D RETAIL LIMITED
has implemented all necessary measures to support
women employees during and after pregnancy. The
Company provides maternity benefits which are in
strict accordance with the provisions of the Maternity
Benefit Act, 1961, as amended, and have been duly
adopted and incorporated into the Company's policy.
These entitlements are extended to all eligible women
employees in line with statutory compliance. During
the financial year under review, the Company has
not received any grievances or complaints related to
maternity benefits, and remain fully compliant with the
applicable legal and regulatory requirements. S D RETAIL
LIMITED remains committed to fostering a progressive,
inclusive, and supportive workplace for all its employees,
especially working mothers, and continuously works
towards enhancing employee-friendly policies and
practices.

36. PREVENTION OF INSIDER TRADING

Company is fully committed to upholding the highest
standards of transparency and fairness in its dealings,
particularly with respect to the handling of sensitive
information. In compliance with the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time ("PIT
Regulations”), the Board has adopted a comprehensive
Code of Conduct to regulate, monitor, and report trading
by designated persons and other connected individuals.

37. DECLARATION UNDER SECTION 89 & 90 OF THE
COMPANIES ACT 2013:

“RESOLVED THAT pursuant to the provisions of Section
89 and 90 of the Companies Act, 2013; the Companies
(Management and Administration) Rules, 2014 and other
applicable provisions of the Companies Act, 2013 and
Rules made thereunder; the Board of Directors does
hereby appoints Mr. Hitesh Pravinchandra Ruparelia,
Managing Director and Mr. Utpalbhai Pravinchandra
Ruparelia, Wholetime Director of the Company as the
Designated Person for furnishing information to the
Registrar of Companies or any such other Authority
with respect to beneficial interests in the shares of the
Company”.

38. DISCLOSURE REQUIREMENTS

A. Maintenance of cost records and requirement of
cost audit as prescribed under the provisions of
section148(1) of the Act are not applicable for the
business activities carried out by the Company.

B. Except as disclosed elsewhere in this Report, there
are no material changes affecting the financial
position of the Company, subsequent to the end of
the financial year under review till the date of this
Report.

C. There were no events relating to non-exercising
of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to
section 67(3)of the Act read with Rule 16(4) of the
Companies (Share Capital and Debentures) Rules,
2014.

D. During the year under review, the statutory auditors
have not reported to the Board, under section 143
(12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its
officers or employees.

E. There has been no change in the nature of business
of the Company.

F. There was no proceeding pending under the
Insolvency and Bankruptcy Code, 2016 however
the appeal filed by one of the operational creditor
is under consideration of Appellate Tribunal which
was rejected by the Tribunal earlier.

G. There was no instance of onetime settlement with
any Bank or Financial Institution.