Your directors have pleasure in presenting the 03rd Directors' Report on the business
and operations of Davin Sons Retail Limited (The Company) together with the Audited
Financial Statements of Accounts of the Company for the Financial Year ended March
31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following financial performance, for the year ended March 31,
2025:

2. SUMMARY OF OPERATIONS

The total revenue of our Company for the Financial Year (FY) 2024-25 was Rs. 1359.12/- Lakhs as
against Rs. 1339.16/- Lakhs in the previous financial year (FY 2023-24).

During the year under review, the Company has earned Net Profit after tax to the tune of Rs. -
166.26/- Lakhs as against Net profit after tax of Rs. 164.05/- Lakhs for the corresponding previous
financial year.

3. STATE OF AFFAIRS

The Company is engaged in the business of:

• FMCG

• Readymade Garments

There has been no change in the business of the Company during the financial year
ended March 31,2025.

4. SHARE CAPITAL

During the year under review, there has no change in the Authorized Capital structure of the
Company.

During the year under review, there has change in the Paid-Up Capital structure of the
Company.

The paid-up capital of the Company has increased from INR 3,66,67,920 /- (Indian Rupees Three
Crore Sixty Six Lakhs Sixty Seven Thousand Nine Hundred Twenty) divided into 36,66,792 (Thirty
Six Lakh Sixty Six Thousand Seven Hundred Ninty Two Only) Equity Shares of INR 10/- (Indian
Rupees Hundred Only) each to INR 5,26,27,920 /- (Indian Rupees Five Crore Twenty Six Lakh
Twenty Seven Thousand Nine Hundred twenty) divided into 52,62,792 (Fifty Two Lakh Sixty two
Thousand Seven Hundred Ninty Two Only) Equity Shares of INR 10/- (Indian Rupees Hundred
Only) each.

5. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The Board of Directors of your company, has proposed not to transfer any amount to the
Reserves for the year under review.

6. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances,
has decided that it would be prudent, not to recommend any Dividend for the year under review.

7. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company is not required to prepare Form AOC 1 pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, as the Company
doesn't have any subsidiary, Associate or Joint Venture.

8. CONSOLIDATED FINANCIAL STATEMENT

The Company does not have any Subsidiary company, Associate Company and Joint Venture
Company hence company is not required to prepare Consolidated Financial Statement.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

10. REVISION OF FINANCIAL STATEMENT, IF ANY

There was no revision in the financial statements of the Company

11. INTERNAL FINANCIAL CONTROL

The company has a well-placed, proper and adequate Internal Financial Control System which
ensures that all the assets are safeguarded and protected and that the transactions are
authorized recorded and reported correctly. To further strengthen the internal control process,
the company has developed the very comprehensive compliance management tool to drill down
the responsibility of the compliance from the top management to executive level. The Board
submits that there is adequacy of internal financial controls with reference to the financial
statements.

12. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

(a) CHANGE IN DIRECTORS

The Board of the Company was duly constituted in accordance with the provisions of the Companies
Act, 2013. There have no changes in the directors of the Company in last year.

The Strength of the Board of Directors as of 31st March 2025 is Five (5) Directors as follows.

(B) DETAILS OF KEY MANAGERIAL PERSONNEL -

13. DETAILS OF BOARD MEETINGS AND GENERAL MEETINGS:
a) Board Meetings held during the year are as below:

Total 12 Board Meetings were held during the financial year ended 31 st March 2025. The maximum
gap between any two Board Meetings was less than one 120 days. The names of members of the
Board, their attendance at the Board Meetings is as under:

b) General Meetings held during the year are as below:

14. COMMITTEES OF THE BOARD

Our Board of Directors presently has three (3) committees which have been constituted in
accordance with the relevant provisions of the Companies Act and SEBI LODR Regulations: (i) Audit
Committee, (ii) Stakeholders' Relationship Committee and (iii) Nomination and Remuneration
Committee.

Audit Committee:

During the Financial Year under review 04 (Four) meetings of the Audit Committee were convened
and held. The dates on which the said meetings were held:

• 06th May, 2024

• 01st August, 2024

• 12th October, 2024

• 31st March, 2024

Stakeholders' Relationship Committee:

During the Financial Year under review 02 (Two) meetings of the Stakeholder's Committee were
convened and held. The dates on which the said meetings were held:

• 20th November, 2024

• 11th December, 2024

Nomination and Remuneration Committee:

During the Financial Year under review 01 (One) meetings of the Nomination and Remuneration
Committee were convened and held. The dates on which the said meetings were held:

11th October, 2024

15. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed
thereunder, M/s Sharma Sharma & Co Chartered Accountants have been appointed as Auditors
for a term of five years from the conclusion of the 1 st Annual General Meeting till the conclusion
of the 6th Annual General Meeting.

16. COST AUDITOR AND COST RECORDS

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and
hence it is not required to maintain any cost records and accordingly such accounts and records
are not made and maintained by the company.

17. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the
Board re-appointed M/s Priya Binani & Associates., Company Secretaries, to undertake the
Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under
review is provided as Annexure - I of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Pursuant to the provisions of Section 143(12) of the Act, the Secretarial Auditor has not reported
any incidence of fraud during the year.

Further, pursuant to amended Regulation 24A of Listing Regulations, and subject to the approval
of the Members being sought in the ensuing AGM, the Board of Directors has appointed M/s Priya
Binani & Associates, (Firm Reg. No. S2023RJ919600) as Secretarial Auditors to undertake the
Secretarial Audit of your Company for the first term of five consecutive financial years
commencing from 01 April, 2025, till 31 March, 2030. M/s Priya Binani & Associates, Company
Secretaries have confirmed that they are not disqualified to be appointed as Secretarial Auditors
and are eligible to hold office as Secretarial Auditors of the Company.

18. INTERNAL AUDITOR

The Board of Directors of your Company had appointed M/s N.K. Mittal & Associates., Chartered
Accountant, as the Internal Auditors of the Company pursuant to the provisions of section 138 of
the Act for financial year 2025-2026 and the reports on periodical basis submitted by the auditor
were placed before the audit committee and Board of Directors

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

20. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR UNDER SUB SECTION 12 OF
SEC6TION 143

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013
during their course of audit for the financial year 2024-2025.

21. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle
Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for
adequate safeguards against victimization of directors /employees who avail of the Mechanism.

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

During the year under review, there has been no such significant and material order passed by
the regulators or courts or tribunals impacting the going concern status and company's
operations in future.

23. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON

During the year, there was no employee in receipt of remuneration in excess of limit prescribed
in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as "ANNEXURE II" and form part of this Report.

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or
above per month or Rs. 1.02 crore or above per annum.

24. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

26. WEBSITE OF THE COMPANY

Company maintains a website http://www.davinsonsretail.com/ where detailed information of the
Company and specified details in terms of the Companies Act, 2013

27. EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for
the financial year 2024-25, will be placed on the Companies' website i.e.
http://www.davinsonsretail.com/The same can be accessed by the members and stakeholders
post filling of the same with concerned Registrar of Companies.

28. DEPOSITS

Your Company neither accepted nor renewed any deposits from public in the terms of section 73
to 76 of the Companies Act 2013, read with the companies (Acceptance of Deposits) Rules 2014,
covered under Chapter V of the Companies Act, 2013 during the year under review.

29. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declaration to the Company under Section
149(7) of the Companies Act, 2013, they meet the criteria of independence as provided in the Sub¬
section 6 of Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015. In the opinion of the Board, The Independent Directors of the
Company possess necessary expertise, integrity and experience.

30. PARTICULARS OF REMUNERATION

The Company has paid INR 23,86,900/- (Rupees Twenty-Three Lakh Eighty-Six Thousand Nine
Hundred Only) as Directors Remuneration to the Directors.

The details are mentioned below:

31. RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of
section 188 are prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134
of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as
Annexure-III to this Report. All transactions entered with Related Parties for the year under review
where on arm's length basis and in the ordinary course of business.

32. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore,
Company has not developed and implemented any Corporate Social Responsibility Initiatives as
provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014.

33. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information pertaining to conservation of energy and technology absorption, as required
under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is not applicable as furnished in Annexure.

The details of conservation of energy, technology absorption are as follows:

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipment's;

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or
import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year:

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
and

(iv) the expenditure incurred on Research and Development.

35. FOREIGN EXCHANGE EARNINGS AND OUTGO

The company had a total foreign exchange earnings and outgo as provided below during the
year ended 31st, March 2025:

Foreign Exchange Earnings 0

Foreign Exchange Outgo 0

37. SAFE & CONDUCIVE WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees.
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year under
review.

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been duly
constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment
at the workplace. During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as follow

40. MATERIAL CHANGES AND COMMITMENTS

During the year under review there has been no such significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and company’s
operations in future.

41. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review has been
annexed as ‘Annexure - IV’ to the Directors’ Report.

42. MATERNITY BENEFIT

During the under review, the Company has complied the provisions of the Maternity Benefit Act, 1961,
for the financial year 2024-25. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.

43. GENERAL

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

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

2. The Company has no subsidiary and neither the Managing Director nor the Whole-time Directors
of the Company receive any remuneration or commission from any of its subsidiaries.

44. SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and
SS-2 issued by The Institute of Company Secretaries of India under section 118(10) of the Companies
Act,2013.

45. CERTIFICATES APPLICABILITY

As Company got listed on BSE SME Platform on 09.01.2025.

• MD/CFO Certification (Under regulation 17(8) of SEBI (LODR) Regulations, 2015),

• Certificate of Compliance With The Code Of Conduct Policy [Regulation 34(3) read with Schedule
V (Part D) of the SEBI (LODR) Regulations, 2015,

• Certificate on Non-Disqualification of Directors (Pursuant to Regulation 34(3) and Schedule V
Para C Clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015) - are not applicable for SME IPO.

46. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company
confirms that-

1. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards and Schedule III of the Companies Act, 2013, have been followed and there
are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of your Company as at March 31, 2025 and of the profit of the Company for the
Financial Year ended March 31, 2025;

3. proper and sufficient care has been 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;

4. the annual accounts have been prepared on a ‘going concern’ basis;

5. proper internal financial controls laid down by the Directors were followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

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

47. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,

DAVINSC

RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS OF THE
COMPANY

^ The observations made in Statutory Auditors’ Report given by M/s. SharmaSharma & Co.,
Chartered Accountants are self-explanatory and do not contain any reservation, qualification or
adverse remarks. Therefore, needs no further clarification/ explanations as required under Section
134 of the Companies Act, 2013. The Statutory Audit report is attached with the Financial Statement
and forms part of this report.

^ The observations made in Secretarial Auditors’ Report given by M/s Priya Binani & Associates,
Company Secretaries (COP No. 24562). are self-explanatory and do not contain any reservation,
qualification or adverse remarks. Therefore, needs no further clarification/ explanations as required
under Section 134 of the Companies Act, 2013. The same is annexed to this Annual Report as
ANNEXURE - I

48. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and co-operation
received from the customers, employees, banks, Government authorities, vendors and members
during the year under review.

Sd/- Sd/-

Date: 05.09.2025 Mohit Arora Nohit Arora

Place: Delhi Managing Director Whole Time Director

(DIN 07231072) (DIN: 09424503)