|
Directors' Report
Dear Shareholders,
Your directors are pleased to present the 12th Annual Report for the
Financial Year 2024-25 of your Company on the business and operations of the Company
together with the Standalone and Consolidated Audited Financial Statements for the
financial year ended on March 31, 2025, and the Auditors' Reports thereon.
FINANCIAL RESULTS
The salient features of Company's financial performance for the year under review along
with the previous year's figures are given hereunder:
|
|
(in Rs. Lakhs) |
|
Standalone |
Consolidated |
Particular |
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
Revenue From Operations |
1,34,354.78 |
97,265.34 |
1,34,371.29 |
97,288.20 |
Other Income |
899.17 |
994.64 |
897.58 |
994.46 |
Total Income |
1,35,253.95 |
98,259.98 |
1,35,268.87 |
98,282.66 |
Profit Before Interest, Depereciation and Taxation |
19,866.45 |
15,216.64 |
19,855.78 |
15,210.92 |
Less: Finance Cost |
6,903.22 |
4,943.48 |
6,903.25 |
4,943.48 |
Less: Deprectiation and Amortisation |
9,989.11 |
7,345.43 |
9,989.15 |
7,345.45 |
Profit Before Exceptional Items and Tax |
2,974.12 |
2,927.73 |
2,963.38 |
2,921.99 |
Less: Exceptional items charge (net) |
1,075.60 |
- |
1,075.60 |
- |
Less: Tax Expenes |
424.32 |
729.02 |
421.49 |
727.71 |
Profit After Tax (pat) |
1,474.20 |
2,198.71 |
1,466.29 |
2,194.28 |
Add: Other Comprehensive lncome/(Loss) |
(130.57) |
(40.12) |
(130.57) |
(40.12) |
Total Comprehensive Income |
1,343.63 |
2,158.59 |
1,335.72 |
2,154.16 |
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 Rs. 1,34,354.78 Lakhs compared to
Rs.97,265.34 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.
Consolidated Financials
Revenue from operations increased by 38%, reaching 51.34.371.29 Lakhs compared to
597,288.20 Lakhs in FY2023-24. Total consolidated income rose to 51,35,268.87 Lakhs from
598,282.66 Lakhs in the previous financial year 2023-24. Profit before exceptional items
and tax stood at 52,963.38 Lakhs, slightly higher than 52,921.99 Lakhs recorded in the
prior year. After accounting for an exceptional net loss of 51,075.60 Lakhs and tax
expenses, profit aftertax (pat) declined to 51.466.29 Lakhs from 52,194.28 Lakhs.
Consequently, total comprehensive income also decreased to 51,335.72 Lakhs from 52,154.16
Lakhs in FY2023-24.
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 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(l) 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(7.9l)
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 Exchanqes')
with effect from September 6, 2024.
Exchanges |
Scrip Code |
ISIN |
BSE |
544243 |
INE01FR01028 |
NSE |
STYLEBAAZA |
|
The IPO comprised of fresh issue of shares and offer for sale. The details of the issue
are stated below:
Particulars |
No. of Equity shares issued as per Offer Documents |
Amount in Rs. Crores |
No. of Equity shares subscribed |
Amount in Rs. Crores |
Fresh Issue Size |
3,807,168 |
148.00 |
3,806,387* |
148.00 |
Offer for Sale |
17,652,320 |
686.68 |
17,652,320 |
686.68 |
Total Offer Size |
21,459,488 |
834.68 |
2,14,58,707 |
834.68 |
*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:
Particulars |
Amount in Rs. Crores |
Gross Proceeds of the Fresh Issue |
148.00 |
(Less) Net of provisional IPO Expenses |
8.77 |
Net Proceeds |
139.23 |
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:
|
Amount in Rs. Crores |
Item Head |
Amount Allocated |
Amount Utilised |
Prepayment or repayment of all or a portion of certain outstanding
borrowings availed by our Company |
146.00 |
146.00 |
General corporate purposes |
28.99 |
28.99 |
Total |
174.99 |
174.99 |
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 t 387 per
share including a premium of t 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 5389 per
share, which encompasses a premium of 5384 per share and 19,570 equity shares were
allotted at 5354 per share, including a premium of Rs.349 per share to employees under
employee reservation.
During the year under review, the Paid-up Equity Share Capital of the Company stood at
Rs.37,30,86,765 as on March 31,2025, consisting of 74,617,353 equity shares of 55 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 SEBILODR 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:
Name |
Designation |
DIN No |
Mr. Pradeep Kumar Agarwal |
Chairman and Whole Time Director |
02195697 |
Mr. Shreyans Surana |
Managing Director |
02559280 |
Mr. Rohit Kedia |
Whole Time Director |
06562024 |
Mr. Bhagwan Prasad |
Whole Time Director |
01228213 |
Mrs. Ushma Sheth Sule* |
Non -Executive Non- ndependent Director |
07460369 |
Dr. Dhanpat Ram Agarwal |
Non-Executive, ndependent Director |
00322861 |
Mrs. Richa Manoj Goyal |
Non-Executive, Independent Director |
00159889 |
Mr. Prashant Singhania Mr. Saurabh Mittal |
Non-Executive, Independent Director
Non-Executive, Independent Director |
08538079
10471748 |
Mr. Rishabh Narendra Jain |
Non-Executive, Independent Director |
10480325 |
* 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(5l) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
Name |
Designation |
Mr. Pradeep Kumar Agarwal |
Chairman and Whole Time Director |
Mr. Shreyans Surana |
Managing Director |
Mr. Rohit Kedia |
Whole Time Director |
Mr. Bhagwan Prasad |
Whole Time Director |
Mr. Nitin Singhania |
Chief Financial Officer |
Mr. Abinash Singh |
Chief Compliance Officer, Company Secretary and Head - Legal and
Compliance |
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 11th 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 12th 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 ("MCA").
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(l) 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-No mi nation-Rem un era tion-of-Pi rectors-Key- Managerial-Person nel-a nd-Senior-M
anagement- 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-1".
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 S, 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 (SEBl).
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
decisionmaking. 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 SEBILODR 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 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(l2) of the Act and Rule 5(l) 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 secretariaipstylebaazar.com
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 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 recognises 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 utilising 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,
optimising energy usage, and aligning with national and global environmental standards.
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 substantial energy savings and improved operational efficiency. Total
Capital investment during the Financial year 2024-25 is 525.87 lakhs.
b. Inverter Backup Systems:
To ensure uninterrupted power supply while minimising 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 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.
ii) Benefits derived like product improvement, cost reduction, product development or
import substitution:
WMS enabled transparency and traceability of stocks at warehouse which leads to more
accuracy in inventory and helps to enhance the productivity of warehouse operation by
reduction in and control of cost. Further, Tableau Business Analytics Module helped the
Company to 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 8, 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:
At Head office Kolkata |
2 |
At various Store |
166 |
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 (iCSl) and approved as such by the Central Government pursuant to
Section 118(l0) 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 S, 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 10th
Annual General Meeting held on August 25, 2023 until the conclusion of 15th
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(l2) 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-lll 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 8th February, 2019
and as amended vide NSE circular dated 16th March, 2023 and 10th
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 12th
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 pendinq 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.
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For and on behalf of the Board of Directors |
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Baazar Style Retail Limited |
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(Formerly Baazar Style Retail Private Limited) |
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Pradeep Kumar Agarwal |
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Chairman |
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DIN: 02195697 |
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Shreyans Surana |
Date: August 1,2025 |
Managing Director |
Place: Kolkata |
DIN: 02559280 |
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