Reganto Enterprises Ltd Directors Report

During FY 2025-26, the Company earned revenue of Rs. 22,310.58 as against Rs 62,348.42 in FY 2024-25. Profit After Tax stood at Rs 1,142.45 compared to Rs. 4,791.79 in the previous year. The Company remained profitable during the year, though both revenue and profit declined significantly compared to the previous financial year.

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31,2026.

Considering the current position and requirement of more working capital, the Board has not recommended dividend for the current financial year.

During the FY 2025-26, The Company has changed its main object by addition new objects therein relating Infrastructure & Construction, Integrated Technologies Solutions, Strategic Resource Solutions and Logistics & Air Cargo.

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively have been duly complied by your Company during the period under review.

The Company continues to have good employee relations. Your Directors acknowledge and thank the employees for their continuous support. The Company has strong commitments to follow the best of the HR practices and believes in up-lifting the overall competence of its employees through regular training, workshops and seminars

As on 31st March, 2026, the authorized share capital of the Company is Rs. 2500 lakhs and subscribed & paid-up equity share capital of the Company is Rs. 1463.02 lakhs.

The Authorized Share Capital of Company was increased from Rs. 2000 lakhs to Rs. 2500 lakhs by special resolution passed on 18.11.2025.

The Companys equity shares are listed on the Bombay Stock Exchange Limited (BSE). The equity shares are actively traded on BSE and have not been suspended from trading.

During the year company has converted 4,68,66,660 fully paid up convertibles warrants into equivalent number of equity shares, having face value of Rs. 1/- per equity shares, as alloted in previous financial year on December 12, 2023, upon payment of remaining 75% amount at the time of exercising the Convertible warrant at an issue price of Rs. 5/- (including premium of Rs. 4/- each).

As on 31st March, 2026 Company does not have any Subsidiary and Joint Venture Company.

Pursuant to applicable provisions of the Companies Act, 2013, one-third of Directors as are liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Zishan Somabhai Meena (DIN: 10746289) retires by rotation and being eligible, offers himself for re- appointment. A resolution seeking shareholders approval for his re-appointment forms part of the notice of 35,h AGM.

During the FY 2025-26, Mr. Harshad Babubhai Patel (DIN: 11105065) and Mr. Jitendrakumar Jayantibhai Patel (DIN: 11107764) have been appointed as Independent Director in 34th Annual General Meeting held on 23.09.2025 and the Mrs. Kajalben Chetanbhai Vyas (DIN:10746340) and Mr. Narendrasinh Jadeja (DIN: 10389426) have resigned on 27.01.2026.

In current financial year, Mrs. Dimpy Bansal (DIN: 11659672), Mr. Rajnikantbhai Patel (DIN: 09761281) and Mr. Shubham Sanjay Agrawal (DIN: 10565972) have been appointed as an additional director on 20.04.2026 and Mr. Sudhir Somchandra Agrawal (DIN:10772513), have been appointed as an additional director 28.04.2026.

During the FY 2025-26, Mr. Chetan Sharma has been appointed as Company Secretary and Compliance Officer on 09.05.2025. and Mr. Akshaykumar Dineshkumar Patel, Director of Company was also appointed as Chief Executive Officer on 17.10.2025.

Information in respect of conservation of energy, technology absorption, and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-1.

The Company has neither invited nor accepted any deposits from public within the meaning of the Companies (Acceptance of Deposit) Rules, 2014, during the last financial year.

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system etc.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). 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 under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

On the basis of the discussions with the Statutory Auditors / Internal Auditors of the Company from time to time, and as required under Section 134(3)(c) read with the provision of section 134(5) of the Companies Act, 2013, your Directors state 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.

The Company has appointed M/s. Piyush Kothari & Associates, Chartered Accountant (Firm Registration No. 140711W) in 01st Extra- Ordinary General Meeting of FY 2025-26 held on 18.11.2025 to fill the casual vacancy created due to resignation of M/s A T K & Associates Chartered Accountants (Firm Registration No. 018918C) on 17.10.2025 as Statutory Auditors of the Company to hold the office till conclusion of ensuing Annual General Meeting.

During the course of audit, Auditor noted that the Company has not complied with certain provisions of the Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations framed thereunder. The non-compliances observed are as under:

a) The Company has not realized certain export proceeds within the prescribed period of six months from the date of export, in contravention of the requirements of Reserve Bank of India (RBI) Notification No. FEMA 23(R)/2015-RB dated January 12, 2016 and Master Direction No. 16/2015-16 on Export of Goods and Services dated January 1, 2016 (as amended from time to time).

b) The Company has also not settled certain import payments within the prescribed period of six months from the date of shipment, as required under Master Direction No. 17/2016-17 on Import of Goods and Services dated January 1, 2016 (as amended from time to time).

In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s. Mahesh Gupta & Company, Practicing Company Secretary (CP No. 1999) was appointed in 34th Annual General Meeting on 23.09.2025 to conduct the Secretarial Audit of the Company for the 5 years. Further, there has some observation made by the secretarial auditor in his report and directors view on such reservations are part of this director report. The Audit Report of the Secretarial Auditor is attached as Annexure- 2.

The Board of Directors view on secretarial auditors observations are as follows:

1. The Website of company was under reconstruction during the period under review ,now being updated.

2. This report be read with para 2 the basis of qualified report of Independent statutory auditors Report point (a) and (b). Please refer point no. 19.

3. The Company has submitted Shareholding pattern for the quarter ended 31st March, 2025 on 19.04.2025. has also filed a revised Shareholding pattern on 06.06.2025.

4. During the review period , no UPSI entry has been maintained till June, 2025.

5. The Company has not paid the Stock exchange annual listing fees with within time for FY 2025-26.

6. The company has not closed the trading window for the quarter March, 2025 within prescribed period of time.

7. There is no independent woman directors since 11.03.2025.

8. The Company has no proper composition at board of directors.

9. The company has no chairperson in company.

10. There is no proper composition of Audit Committee being the directors resigned on10th and 11th March, 2025.

11. There is no proper composition of Nomination and remuneration committee being the directors resigned on10th and 11th March, 2025.

12. There is no proper composition of Stakeholders Relationship Committee being the directors resigned on 10th and 11th March, 2025.

13. One of the promoter has sold the 1,63,555 shares of company has not complied with regulation of PIT and policy of the company.

14. The company has not submitted annua! financial results within the prescribed period for the FY 2024-25.

15. The Company has not submitted the Secretarial Compliance Report for the FY 2024-25 within prescribed period of time.

16. The Company has not submitted the Statement of Investor complaints within prescribed period of time for the Quarter ended 31st March, 2025.

17. The company has not submitted financial results within the prescribed period for the Quarter ended 30th June, 2025. The Company has originally submitted the Financial Results for Quarter ended 30th June, 2025 on 17.10.2025 except statement of impact of audit qualification which submitted along with said results on 09-04-2026. Additionally, company has also paid the fine imposed of Rs. 3,59,900/-.

18. The company has not submitted the shareholding pattern within the prescribed period for the Quarter ended 30th September, 2025.

19. The company has not submitted the proceedings of 34th Annual General Meeting within prescribed period of time. The company has submitted the proceeding of 34th Annual General Meeting within 24 hours instead of 12 hours.

20. The company has not submitted financial results within the prescribed period for the Quarter ended 30th September, 2025.

21. The company has not submitted financial results within the prescribed period for the Quarter ended 31st December, 2025.

In terms of the provisions of Section 138 read with Companies (Accounts) Rules 2014 and rules made thereunder and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. Nexjuris Partners LLP, (LLP-IN: AAG-2687) as Internal Auditors of the Company to perform the internal audit for financial year 2025-26. Further, Internal Auditor has observed that certain processes relating to compliance monitoring, governance documentation, operational controls, and regulatory tracking may require strengthening. Additionally, observed that certain balances of High Sea/ Merchant Trade transactions continue to remain unreconciled/outstanding as on the date of report and similar remarks and qualifications were also reported by the previous statutory auditor of company. Otherwise no qualification, reservation, adverse remarks or disclaimer made by the Internal Auditors in their report for the financial year 2025-26.

During the course of audit, Auditor noted that the Company has not complied with certain provisions of the Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations framed thereunder. The non-compliances observed are as under:

a) The Company has not realized certain export proceeds within the prescribed period of six months from the date of export, in contravention of the requirements of Reserve Bank of India (RBI) Notification No. FEMA 23(R)/2015-RB dated January 12, 2016 and Master Direction No. 16/2015-16 on Export of Goods and Services dated January 1, 2016 (as amended from time to time).

b) The Company has also not settled certain import payments within the prescribed period of six months from the date of shipment, as required under Master Direction No. 17/2016-17 on Import of Goods and Services dated January 1, 2016 (as amended from time to time).

It is pertinent to note that the company has not realized certain export proceeds within the prescribed period of six months from the date of export. Since Vendors have not yet received their respective payments from their contracting parties, thereby impeding their ability to remit the amounts owed to us. Whereas on the observation regarding non settlement of certain imports payments within stipulated period of six months from the date of shipment is that On-going technical issues at companys authorized banking institution have temporarily impacted payment processing capabilities.

Mr. Akshaykumar Dineshkumar Patel, Mr. Zishan Somabhai Meena and Mr. Chetan Sharma draws remuneration from the company ,hence disclosure under rule 5 of companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable and attached as Annexure-6.

During the review period, the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with the various clarifications issued by the Ministry of Corporate Affairs. As per the Financial Statements attached hereto, are applicable to the Company. The Company has constituted the Corporate Social Responsibility Committee and contributed Rs. 51.45 Lakh towards CSR obligation in a registered NGO in name of M/s. Sandhya Foundation, engaging in eradication of starvation, poverty, education to unprivileged children, old age home and women empowerment.

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and Employees who avail the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee of the Board. The whistle blower policy is available at the Companys website at www.regantoenterprises.com.

The Company follows a policy on nomination and remuneration for selection of directors and determining directors independence, and the remuneration policy for directors, key managerial personnel & other employees. The policy is approved by the Nomination and Remuneration Committee of the Board.

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under Listing Regulations. A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure-3 and the certificate from CS Mahesh Kumar Gupta, practicing Company Secretary confirming the compliance with the requirements of Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-4.

The Board declares that it has neither made any loan or investment to any person or other body corporate(s) nor given any guarantee or security in connection with a loan to any other body corporate(s) or person(s). It is further declare that the Company has not acquired, whether by way of subscription, purchase or otherwise, the securities of any other Body Corporate(s).

All the contracts/ arrangements/ transactions etc. entered into by the Company with related parties were in ordinary course of business and on arms length basis in terms of provisions of the Companies Act, 2013.

Omnibus approval from the Audit Committee is obtained for all transactions with related parties and all such transactions are reviewed by the Audit Committee every quarter, if any. Also all transactions with related parties are entered in accordance with the Policy on dealing with and materiality of related party transactions, formulated by the Company.

The details of the related party transactions as per Indian Accounting Standards (IND AS) are set out in the Financial Statements of the Company and Form AOC-2 is annexed as Annexure-5. The policy in respect of Related Party Transactions is disseminated on the Companys website at www.regantoenterprises.com.

As on March 31, 2026, the Audit Committee comprised of three Directors, two being Independent Directors and one being Non-Executive Non-Independent Director. All the developments pertaining to this committee is discussed in detailed in Corporate Governance Report in Annexure-3.

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the FY 2025-26 of the Company will be available on the website of the Company at the following link: www.regantoenterprises.com.

During the year Fifteen (15) Meetings of Board; Four (4) Meetings of Audit Committee and One (1) meeting of Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee were convened and held. The details of which are given in Corporate Governance Report.

During FY 2025-26, 34th Annual General Meeting of the Company was held on 23.09.2025 and an Extra Ordinary General Meeting was held on 18.11.2025.

During the current financial Year ended on 31st March, 2026, the Company has changed its main object by adding new objects as enumerated aforesaid, name and increased its authorised share capital being material changes which impacted the companys financial position.

The Company had made an application to Regional Director (Northern Region), Delhi for compounding the offence under section 441 of Companies Act, 2013 since the Company has failed to hold the Annual General Meeting (AGM) within the stipulated time period pursuant to the provision of section 96 of the Act. The AGM of the company for the financial year ended 31.03.2024 was required to be held on or before 30.09.2024 but the same was held on 07.10.2024 (7 days delay), hence default. Consequently, The Regional Director (Northern Region), Delhi has passed an interim order of compounding for depositing the fees of Rs.2.60 Lakh on company and its Director vide order dated 10.12.2025. On payment of fees of Rs.2.60 Lakh, The Regional Director (Northern Region), has passed a final order in this regard dated 05.03.2026.

No Employee Stock Options were granted to the Directors or Employees of the Company during the financial year ended on 31st March, 2026.

During the year under review, the Company reviewed compliance with the provisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015 with respect to "Institutional Mechanism for Prevention of Insider trading" and found the systems for internal control are adequate and are operating effectively, in accordance with the amendments to the applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Equity Shares of the Company continue to be listed at the Stock Exchange(s) of Bombay and the listing fees for Bombay Stock Exchange is paid for the financial year i.e. 2025-2026.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. Internal Committees have been set up to redress complaints received regarding sexual harassment. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organization on a continuous basis.

During the year under review, no complaint of sexual harassment was received by the Company, so no complaint was pending to resolve at the end of the FY 2025-26 and on the date of such report.

Your Company and its management has always been cautious of its brand and corporate image apart from its corporate social responsibility. Even within the limitation of having limited resources and infrastructure available at its disposal, the management of the Company has worked out product basket considering the strength of the Company and market acceptability and is consistently improving upon the same, so as to ensure that the products of the Company command its respect and demand in the market in terms of quality, service, acceptability, competitiveness etc. apart from giving maximum return on investment thereby multiplying the investors fund. The Company has been consistently making its efforts to re- establish its brand and product in the market. With emphasis on quality, competitiveness and service, the Company and its management is confident to itself on the rapid growth path very shortly. The Company has always endeavoured to provide innovative products with quality and the said approach of the management of your Company stands more strengthened by every passing moment.

The Board of Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review.