To,
The Members of, Kiaasa Retail Limited.
Your Directors have pleasure in presenting the Directors' Report of your Company
together with the Audited Statement of Accounts and the Auditors' Report of your Company
for the financial year ended on 31st March, 2025.
FINANCIAL HIGHLIGHTS
(Amount in Lakhs)
|
2024-25 |
2023-24 |
Particulars |
Current Year |
Previous Year |
| Sales |
12,162.81 |
8,435.36 |
| Other Income |
1.92 |
15.51 |
Total Income |
12,164.73 |
8,450.87 |
| Depreciation |
139.29 |
50.58 |
| Expenses |
10,756.87 |
7,679.38 |
Total Expenses |
10,939.92 |
7,729.96 |
Profit/(loss) before tax |
1,224.80 |
720.91 |
| Current Tax |
306.82 |
181.60 |
| Deferred Tax |
6.32 |
2.73 |
| Tax of previous year |
10.16 |
- |
Profit/(Loss) after Tax |
901.51 |
536.58 |
Earnings per share (Rs.) : |
|
|
| (1) Basic |
7.47 |
6.61 |
| (2) Diluted |
7.47 |
6.61 |
STATE OF COMPANY'S AFFAIRS
During the year under review, the total Revenue of the Company was 12,162.81/-(Lakhs)
against 8,435.36/- (Lakhs) in the previous year. The company has earned a total profit of
901.51/- (lakhs) against 536.58 (Lakhs) in the previous year.
WEB LINK OF ANNUAL RETURN, IF ANY
The Company is having website i.e www.kiaasa.com and annual return of Company has been
published on such website. Link of the same is given below: https://kiaasa.com/investors/
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, the Board of your company met 29 (twenty-nine) times. The
details of Meeting attended by each director is as below:
Sr. No Name of Director |
No. of Meeting held during tenure |
No. of Meeting attended |
| 1 Mr. Om Prakash |
29 |
29 |
| 2 Mr. Amit Chauhan |
29 |
29 |
| 3 Mr. Binod Kumar Ranjan |
13 |
7 |
| 4 Ms. Komal |
3 |
3 |
| 5 Ms. Aprajita Sinha |
13 |
13 |
| 6 Mr. Swami Tarunjay Bharti |
13 |
9 |
COMPOSITION OF BOARD OF DIRECTOR'S
At the end of the financial year, the Board is duly composed with Mr. Om Prakash (DIN:
06942833), Managing Director, Mr. Amit Chauhan (06942831) Whole-time Director, Ms.
Aprajita Sinha (DIN: 10774134) Non-Executive Independent Director, Mr. Swami Tarunjay
Bharti (DIN: 10774147) Non-Executive Independent Director, Ms. Komal (DIN:09441686)
Non-Executive Independent Director and Mr. Binod Kumar Ranjan (DIN: 09110777)
Non-Executive Director.
CHANGE IN DIRECTORSHIP & KEY MANAGERIAL PERSONAL
Change in the constitution of the Board and Key Managerial Personnel during the
financial year under review i.e. the structure of the Board are as follows:
Name |
Designation |
Date of Appointment/ Change in designation |
| Mr. Om Prakash |
Managing Director |
1st April, 2024 |
| Mr. Amit Chauhan |
Whole-time Director |
1st April, 2024 |
Mr. Swami Tarunjay Bharti |
Non-Executive & Independent Director |
10th October, 2024 |
Ms. Aprajita Sinha |
Non-Executive & Independent Director |
10th October, 2024 |
| Mr. Binod Kumar Ranjan |
Non-Executive Director |
10th October, 2024 |
Ms. Komal |
Non-Executive & Independent Director |
25th February, 2025 |
| Ms. Kanishka Singhal |
Company Secretary |
30th October, 2024 |
| Mr. Sumit Aggarwal |
Chief Financial Officer |
4th March, 2025 |
DETAILS IN RESPECT OF FRAUD
The Auditor's Report doesn't contain any information in relation to fraud.
BOARD'S COMMENT ON THE AUDITORS'S REPORT
The observations of the Statutory Auditors, when read together with relevant notes to
the accounts and accounting policies are self-explanatory and do not call for any further
comment.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
The Company has been converted from Private limited to Public Limited w.e.f. 21st
January, 2025.
The Company is also under process to be listed and has filed DRHP on 18th
April, 2025 at SME platform of BSE Limited.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS: No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's operations in future.
COMPLIANCE WITH SECRETARIAL STANDARD:
The Company has Complied with the applicable Secretarial Standards (as amended from
time to time) on meetings of the Board of Directors issued by The Institute of Company
Secretaries of India and approved by Central Government under section 118(10) of the
Companies Act, 2013.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
For the financial year ended 31st March, 2025, the Company has not
transferred any sum to reserves.
DIVIDEND
Directors do not recommend any dividend for the year ended 31st March, 2025.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31, 2025, the Company does not have any subsidiary/joint venture/associate
companies.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 are not applicable as there
was no dividend declared and paid last year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that- (a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; (b) The directors had 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 and loss of the company for that period; (c) The
directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities; (d) The directors
had prepared the annual accounts on a going concern basis; and (e) The directors had laid
down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively. (f) The directors had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Based on the declarations / disclosures received from Ms. Komal, Ms. Aprajita Sinha and
Mr. Swami Tarunjay Bharti, Independent Directors on the Board of the Company and on the
basis of evaluation of the relationships disclosed, the said directors are independent in
terms of Section 149(6) of the Companies Act, 2013.
STATUTORY AUDITOR AND AUDITORS' REPORT
M/s Dharam Taneja Associates, Chartered Accountants, has been appointed as Statutory
Auditor of the Company. Company has obtained from the Auditor, a certificate as required
under Section 139 of the Companies Act, 2013 to the effect that they are eligible to
continue as statutory auditor of the Company.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Provisions relating to Secretarial Audit are not applicable to the company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Provisions relating to vigil mechanism/Whistle Blower Policy does not apply to the
company whereas the company has prepared a Whistle Blower Policy and updated at the
website of the Company at https://kiaasa.com/
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Provisions relating to Corporate Social Responsibility were applicable upon the
company for FY 2024-25 and the company has spent the amount as per below mentioned
details:
S. No. CSR Activity |
Amount |
Date |
| 1. Contribution to Om Welfare Society |
10,50,176 |
31/03/2025 |
CSR report is attached as Annexure-1.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of following members:
Sr no. Name of Member |
Designation |
Meeting held Meeting during tenure |
Attended |
| 1 Mr. Swami Tarunjay Bharti |
Independent Director |
3 |
3 |
2 Mr. Binod Kumar Ranjan |
Non-Executive Director |
3 |
3 |
3 Ms. Aprajita Sinha Independent Director 3 3
The roles and responsibilities of the Nomination & Remuneration Committee are as
enumerated in the terms of reference approved by the Board and as stated in the Companies
Act, 2013. As required under the Act, the Committee has formulated Nomination and
Remuneration Policy and has uploaded it at the website of the company.
LOANS, GUARANTEES AND INVESTMENTS
During the year, the Company has not given any Loans, Guarantee and Investments made
under section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis.
During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. Form AOC-2 has been
attached herewith as Annexure 2.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering the nature of activities undertaken by the company during the year
under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
DEPOSITS:
The company has not accepted any deposits during the financial year under review.
However, loan from directors/ Relative of Directors taken during the year are as follows:
| Name of Director |
Loan taken during the year (In |
Loan remaining at the end of the |
|
Lakhs) |
year (In Lakhs) |
| Mr. Amit Chauhan |
306.6 |
150.73 |
| Mr. Om Prakash |
89.87 |
92.34 |
| Binod Kumar Ranjan |
NIL |
47.55 |
MAINTENANCE OF COST RECORDS
During the year, The Company was not covered under section 148(1) of the Companies Act,
2013. So, there is no requirement to maintain Cost records to the company.
RISK MANAGEMENT POLICY
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's businesses. Risk management is a structured approach to manage
uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the
Company and key risks will now be managed within a unitary framework. As a formal
roll-out, all business divisions and corporate functions will embrace Risk Management
Policy and Guidelines, and make use of these in their decision making. Key business risks
and their mitigation are considered in the annual/strategic business plans and in periodic
management reviews. The risk management process in our multi-business, multi-site
operations, over the period of time will become embedded into the Company's business
systems and processes, such that our responses to risks remain current and dynamic.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
As per provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of
the Companies (Meetings of the Board and its Powers) Rules, 2013 the composition of Audit
committee is as follows:
Sr no. Name of Member |
Designation |
Meeting held Meeting during tenure |
Attended |
| 1 Mr. Swami Tarunjay Bharti |
Independent Director |
1 |
1 |
2 Mr. Binod Kumar Ranjan |
Non-Executive Director |
1 |
1 |
| 3 Ms. Aprajita Sinha |
Independent Director |
1 |
1 |
SHARES a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review. b.
SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review. c.
BONUS SHARES
The Company has issued bonus shares during the year under review and the details as
follows:
Total No. of shares Issued |
Date of Allotment |
Ratio |
| 70,77,225 |
25th March, 2025 |
5:4 |
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment policy in line with the requirement
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaint was received by the Company: NIL
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company affirms its adherence to the provisions of the Maternity Benefit Act, 1961,
and the rules made thereunder. We are committed to upholding the rights and welfare of our
women employees by ensuring compliance with all applicable statutory obligations related
to maternity benefits, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
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. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
Your director's further state that 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.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
FOR KIAASA RETAIL LIMITED
AMIT CHAUHAN |
OM PRAKASH |
DIRECTOR |
DIRECTOR |
DIN: 06942831 |
DIN: 06942833 |
ADDRESS- 6C-104, ADITYA GARDEN CITY, |
ADDRESS- FLAT NO-K-101, FIRST FLOOR PLOT |
VASUNDHARA, GHAZIABAD, UTTAR PRADESH, |
NO GH-01, ADITYA URBAN CASA, SECTOR 78, |
INDIA-201012 |
GAUTAM BUDDHA NAGAR, NOIDA, UTTAR |
|
PRADESH, INDIA-201301 |
Place: Ghaziabad |
Date: 01/09/2025 |
|