Dear Shareholders,

The Directors have pleasure in presenting the 7^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March, 2018.

1. Financial Highlights

(Rs. in Lakh)

2. Company Performance and Business Overview

A detailed discussion of operations for the year ended 31^st March, 2018 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

3. Dividend

Considering the capital requirement for ongoing business expansion, the Board of Directors recommend conserving the profit and ploughing back the same to further stimulate the growth of the Company

4. Transfer to Reserve

The Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation and an amount of Rs. 913.10 Lakh is proposed to be retained in the profit and loss account.

5. Material Changes and Commitments, if any, Affecting the Financial Position of the Company Which Have Occurred Between the End of the Financial Year of the Company to Which the Financial Statements Relate and the Date of the Report

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

6. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2017-18. A declaration to this effect signed by the Chief Executive Officer of the Company is contained in this annual report.

7. Public Deposit

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

8. Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of Company, Mr. Priyavrat Mandhana retires by rotation and being eligible, offers himself for re-appointment. Brief details of Mr. Priyavrat Mandhana as required under Regulation 36(3) of Listing Regulations are provided in the notice of the ensuing Annual General Meeting.

The members’ approval is being sought at the ensuing Annual General Meeting for the above appointment.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Hemant Gupta was appointed as the Chief Financial Officer & Chief Operating Officer of the Company with effect from 26^th March, 2018 based on the recommendation of the Nomination and Remuneration Committee of the Board. During the year under review, none of the KMP of the Company resigned from their respective positions in the Company.

9. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Company’s Independent Directors met on 23^rd February, 2018 without the presence of Executive Directors or Members of the Management. All the Independent Directors attended the Meeting. The Board of Directors expressed their satisfaction with the evaluation process.

10. Number of Meetings of the Board of Directors

During the year 5 (Five) Board Meetings were convened and held. Details of meetings of the Board and its Committees alongwith the attendance of the Directors therein have been disclosed in the Corporate Governance Report (Annexed herewith).

11. Vigil Mechanism / Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is http://www.mandhanaretail.com/investor-relations.php

12. Audit Committee

As on 31^st March, 2018, the Audit Committee comprised of four members viz. 3 Independent Directors and 1 Executive Director, given as under:

1. Mr. Kiran Vaidya - Chairman

2. Mr. Pradip Dubhashi

3. Mr. Ramnath Pradeep

4. Mr. Priyavrat Mandhana

Further details on the Audit Committee are provided in the Corporate Governance Report (Annexed herewith).

13. Nomination and Remuneration Policiy

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Policy also provides for remuneration of Directors, Members of Senior Management and Key Managerial Personnel.

[Details of Nomination and Remuneration Policy are given under Annexure - ‘C’ to this Report.]

14. Risk Management Policy

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the business of the Company. Although the Company is not mandatorily required to constitute the Risk Management Committee, but to ensure effective risk management the Board of Directors constituted the Risk Management Committee to monitor and review risk management, assessment and minimization procedures and to identify, review and mitigate all elements of risks which the Company may be exposed to.

The Company recognizes that risk is an integral and unavoidable component of its business. Hence, the company has adopted a Risk Assessment and Management policy (“Policy”) to formalize risk based decision-making together with management processes. Risks are managed through a formal risk process as set forth in the Policy. This policy articulates the requirements for processes which include identifying, assessing, measuring, and monitoring risk activities across the organization and establishes governance roles for risk management.

15. Particulars of Loans, Guarantees or Investments

No loans, guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year.

16. Indian Accounting Standards (Ind-As)

As mandated by the Ministry of Corporate Affairs (MCA), the Company has adopted Indian Accounting Standards (“Ind AS”) from 1^st April, 2017 with a transition date being 1^st April, 2016. The Financial Results for the year 2017-2018 have been prepared in accordance with IND-AS, prescribed under Section 1 33 of the Companies Act, 201 3 read with the relevant Rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.

17. Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on 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 under Regulation 23 of Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form No. AOC - 2 is not applicable. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following link: http://www.mandhanaretail.com/investor-relations.php. Your Directors draw attention of the members to Note No. 42 to the financial statements which sets out related party disclosures.

Prior omnibus approval is obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee and Board of Directors for their review on periodical basis.

18. Managerial Remuneration

Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director, Chief Executive Officer and Company Secretary during FY 2017-18 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2017-18 are as under:

* During the financial year 2017-18, Mrs. Sangeeta Mandhana and Mr. Priyavrat Mandhana was paid remuneration at Rs.8,34,560/per month (inclusive of company’s contribution to provident fund). In view of limits provided under the provisions of Section 197 of the Companies Act, 2013, the excess remuneration of Rs.13,06,582/- each was refunded by Mrs. Sangeeta Mandhana and Mr. Priyavrat Mandhana.

*The appointment of Mr. Manish Mandhana as the CEO of the Company is effective from 1^stApril, 2017 and hence no remuneration was paid to him in the financial year 2016-17.

@Mr. Hemant Gupta was appointed as the CFO & COO of the Company w.e.f. 26^th March, 2018, however, Mr. Gupta resumed the services of the Company w.e.f. 2^nd April, 2018 and hence no remuneration was paid to him in the financial year 2016 -17 and 2017-18.

** Exclusive of taxes

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company’s contribution to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the Company during FY 2017-18 was ‘2,12,832/;

iii. In the financial year under review, there was an increase of 1.77% in the median remuneration of employees;

iv. There were 653 permanent employees on the rolls of the Company as on 31^st March, 2018 (excluding both the Executive Directors & Mr. Hemant Gupta, CFO & COO);

v. Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 201718 was 9.20% as compared to FY 2016-17. As regards comparison of Managerial Remuneration of FY 2017-18 over FY 2016-17, details of the same are given in the above table at sr. no. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on the website of the Company, the weblink to which is www.mandhanaretail.com.

19. Statutory Auditors and Auditors’ Report

In accordance with Section 139 of the Companies Act, 2013, M/s. BSR & Co., LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) were appointed by the shareholders of the Company at the 6^th Annual General Meeting held on 20th September, 2017, as the Statutory Auditors for a period of 5 years to hold office until the conclusion of the 11^th Annual General Meeting of the Company.

Earlier, proviso to Section 1 39(1 ), of the Companies Act, 2013 provided that the appointment of the Statutory Auditors is required to be ratified by the Members at every Annual General Meeting held during their tenure. However, the said proviso was omitted w.e.f. 7^th May, 2018 by the Companies Amendment Act, 201 7 and thereby the notice for this 7^th Annual General Meeting does not include the proposal seeking ratification of the appointment of the Statutory Auditors.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31^st March, 2018. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

There is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies Act 2013.

20. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Mr. Nitin R. Joshi, Practicing Company Secretary (Certificate of Practice No. 1884 and Membership No. FCS- 3137) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure - ‘D’ and forms an integral part of this Report. The Company has complied with all the applicable secretarial standards.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The statements referred in the Secretarial Audit Report are self-explanatory and therefore do not call for any comments under Section 1 34 of the Companies Act, 2013.

21. Corporate Social Responsibility

The Annual Report on CSR activities for the financial year 2017-18 is enclosed as Annexure - ‘B’.

22. Subsidiaries, Joint Ventures and Associate Companies

The Company has no subsidiary, Joint Venture and Associate Company as on 31^st March, 2018.

23. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

24. Adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

25. Directors’ Responsibility Statement

Pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that;

i) i n the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) t he Directors have taken proper and sufficient care 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;

iv) t he Directors have prepared the annual financial statements on a going concern basis;

v) t he Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

26. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2018 are provided under Annexure - ‘A’ to this report.

27. Extract of Annual Return

The extract of the Annual Return in prescribed Form No. MGT-9 is provided under Annexure - ‘E’ forming part of this Report.

28. Others

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. The details relating to deposits, covered under Chapter V of the Act, since neither the Company has accepted deposits during the year under review nor there were any deposits outstanding during the year.

2. Details relating to issue of sweat equity shares, stock options, and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. Acknowledgement

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

The Mandhana Retail Ventures Limited

(formerly known as Mandhana Retail Ventures Limited)

Sangeeta Mandhana Priyavrat Mandhana

Managing Director Executive Director

DIN: 06934972 DIN: 02446722

Place: Mumbai

Date: 28^th May, 2018