renaissance global ltd Directors report

Dear Members,

The Directors take great pleasure in presenting the 34^th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2022-23.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of Rs 274.54 million, as compared to PBT of Rs 582.45 million million in the previous year. Highlights of the financial performance (Standalone) are as follows:

(Rs In Million)

	F.Y. 2022-23	F.Y. 2021-22
Total Income	13548.11	15172.87
Gross Profit	2,767.52	2,928.83
PBID	594.90	815.42
Less: Interest	197.59	116.91
Less: Depreciation	122.76	116.06
PBT	274.54	582.45
Provision for Tax	73.89	193.41
PAT	200.65	389.04

The consolidated revenue from operations of the Company for the year ended March 31, 2023 was Rs 22,365.6 million (P.Y. Rs 21,898.1 million), an increase of 2.14% on a year-on-year basis. Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) down by 16.2% to Rs 1680.7 million (P.Y. Rs 2004.9 million). Profit After Tax (PAT) was Rs 878.1 million (P.Y. Rs 1,064.5 million) lower by 17.5% on year-on-year basis. The detailed analysis of the Companys business is given in the Managements Discussion and Analysis Report that forms part of this Annual Report.

DIVIDEND

Considering the continued debt reduction efforts and tough economic headwinds and the consequential need to conserve resources, the Board of Directors has not recommended any dividend on Equity Shares for the financial year 2022-23.

TRANSFER TO RESERVES

During the year under review, your Company has not transferred any amount to General Reserve Account.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), is presented in a separate section forming part of this Annual Report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2022-23 and till the date of this report.

RUSSIA-UKRAINE CONFLICT AND INFLATION IMPACT

At the onset of the financial year under consideration, we encountered supply chain disruptions in Europe as a result of the Ukraine- Russia conflict contributing to a pessimistic atmosphere.

The progress achieved in 2021, with economies reopening after lifting lockdowns worldwide, started to erode due to the conflict in Ukraine. This conflict set off a series of events that ultimately led to an escalating energy crisis in Europe.

The inflationary pressures experienced in several major economies prompted central banks to raise interest rates, aiming to control inflation and restore these economies to a stable condition. Additionally, the fashion and jewelry industry experienced a slowdown due to excessive inventory accumulation by jewelry retailers during the Covid period.

Though we envision this to be momentary, this might impact the revenue and operations of your company.

SUBSIDIARIES

As on signing date of this report, your Company had following direct and indirect subsidiary companies:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. Verigold Jewellery DMCC, Dubai

Indirect (Step-down) Subsidiary Companies:

1. Renaissance Jewellery DMCC, Dubai (Subsidiary of Verigold Jewellery DMCC, Dubai)

2. Jay Gems Inc., USA

(Subsidiary of Renaissance Jewelry New York Inc)

3. Essar Capital LLC, USA (Subsidiary of Jay Gems Inc., USA)

4. Renaissance D2C Ventures Inc, USA

(Subsidiary of Verigold Jewellery DMCC, Dubai)

5. Renaissance FMI Inc., USA

(Subsidiary of Renaissance D2C Ventures Inc, USA)

6. Verigold Jewellery LLC Dubai (erstwhile Renaissance Jewellery LLC)

(Subsidiary of Renaissance Jewellery DMCC, Dubai)

Cessation of Subsidiary Company:

During the year under review, Verigold Jewellery (Shanghai) Trading Company Limited, China, a wholly owned subsidiary of Verigold Jewellery DMCC, Dubai (RGLs indirect subsidiary) has discontinued its business operations/activities and ceased to operate w.e.f. September 15, 2022, pursuant to winding up procedure.

Verigold Jewellery (Shanghai) Trading Company Limited was not a material subsidiary of the Company and winding up of said subsidiary does not have any financials impact on the Company.

FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES:

As on signing date of this Report, the Company has nine subsidiaries including three wholly owned direct subsidiary and six step- down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Further, a statement containing the salient features of the financial statement of the subsidiaries in the format prescribed i.e. Form AOC-1, (Pursuant to first Proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) has been attached separately to this Annual Report. The Company will make available the accounts of subsidiaries to any member of the Company on request.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Companies Act, 2013 and Accounting Standards AS-110 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is provided in this Annual Report.

SHARE CAPITAL

Sub-division of equity shares of the Company

To encourage wider participation of investors and improve the liquidity of the Equity Shares in the stock market, the Board of Directors at its meeting held on May 05, 2022 had considered and recommended the Sub-division / Stock split of 1 (One) Equity Share of the Company of face value of Rs 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of the Company of face value of Rs 2/- (Rupees Two only) each fully paid up subject to approval of the Members and other statutory and regulatory approvals, as applicable.

Subsequently on June 14, 2022, the Shareholders of the Company approved the Sub-division / Stock split of 1 (One) Equity Share of face value of Rs 10/- (Rupees Ten Only) each in to 5 (Five) Equity Shares of face value of Rs 2/- (Rupees Two only) each through remote e-voting Postal Ballot process. Post sub-division of equity shares old ISIN: INE722H01016 of the Company has been deactivated and new ISIN: INE722H01024 was activated by the depositories for the equity shares of the Company. The Equity Shares have been successfully credited into the respective demat accounts of Shareholders holding shares as on record date (July 20, 2022) and Shareholders holding shares in physical form were issued fresh share certificates with new distinctive numbers in lieu of old share certificates held by them.

Alteration of Capital Clause of Memorandum of Association

Pursuant to the Sub- division / Stock split of equity shares of your Company, as mentioned above, the Capital Clause of the Memorandum of Association of the Company was altered and substituted with a new Clause V to reflect the corresponding changes in the Authorised Share Capital. Members of the Company had approved such alteration in the Capital Clause of Memorandum of Association through remote e-voting Postal Ballot on June 14, 2022.

Authorised Share Capital of the Company post Sub-division / Stock split of shares

Subsequent to Sub-division / Stock split of shares, the Authorised Share Capital of the Company is Rs 98,70,00,000 (Rupees Ninety Eight Crore Seventy Lakh Only) divided into 44,35,00,000/- (Forty Four Crores Thirty Five Lakhs) Equity Shares of Rs 2/- (Rupees Two Only) each and 1,00,00,000 (One Crore) 0% optionally convertible or redeemable non-cumulative preference share of Rs 10/- each.

RGL- Employees Stock Option Plan 2021 (RGL ESOP 2021)

During the financial year 2021-22, the Company had introduced and implemented the RGL Employee Stock Option Plan 2021 (RGL ESOP 2021 / Scheme) to create, grant, offer, issue and allot at any time in one or more tranches such number of stock options not exceeding 5,00,000 equity shares of face value of Rs 10 each, convertible into Equity Shares of the Company ("Options")

The Nomination and Remuneration Committee empowered to act as the Compensation Committee and to formulate detailed terms and conditions of the RGL ESOP 2021 and to administer and supervise the same.

The maximum number of options to be granted per employee per grant and in aggregate shall not exceed 5,00,000 (Five Lakhs).

The maximum number of Options under RGL ESOP 2021 that may be granted to each eligible employee shall vary depending upon the grade, however the same shall not be equal to or exceeding the number of Shares equivalent to one per cent (01%) of the Issued Capital of the Company, per eligible Employee in any year and in aggregate.

The specific employees to whom the Options would be granted and their eligibility criteria would be determined by the Nomination and Remuneration Committee at its sole discretion.

Options granted under RGL ESOP 2021 would be vested as per vesting tranches after the completion of 1 (one) year from the date of grant of such Options.

Pursuant to the approval of the shareholders by Postal Ballot for Sub-division / Stock split of 1 (One) Equity Share of face value of Rs 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of face value of Rs 2/- (Rupees Two only) each, the Company has made appropriate adjustments to the exercise quantity and to the exercise price of the outstanding ESOPs granted to employees with effect from opening of business hours on July 21, 2022 (being the next working day post the record date of sub-division i.e. July 20, 2022) so as to ensure that the resultant payment by ESOPs grantees on the exercise of ESOPs and the resultant benefits due to the adjustment to the revised exercise quantity and exercise price remains unchanged for grantees.

The ESOPs grantees have been intimated about this adjustment, alongwith adjusted statement of ESOPs.

Pursuant to Sub-division / Stock split of 1 (One) Equity Share of face value of Rs 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of face value of Rs 2/- on July 20, 2022, the size of the RGL ESOP 2021 has been revised to 25,00,000 equity shares of face value of Rs 2 each, convertible into Equity Shares of the Company ("Options").

During the financial year under review, your Company has granted 14,30,000 (corresponding to 2,86,000 pre-split equity shares of Rs.10 per share ) options of equity shares of face value of Rs 2 each to the eligible employees under RGL ESOP 2021 on April 11, 2022 and 30,000 options of equity shares of face value of Rs 2 each on January 06, 2023.

The ESOP 2021 are in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, A certificate from the Secretarial Auditor of the Company that these Schemes are implemented in accordance with the SBEB and Sweat Equity Regulations 2021 and the resolutions passed by the members would be placed before the members at the ensuing AGM and a copies of the same shall be available for inspection at the Registered Office of the Company.

The applicable disclosures as on March 31, 2023, as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 read with the SEBI circular CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 and Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, are made available on the website of the Company www.renaissanceglobal.com.

• Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

• Issueofsweatequityshares

During the financial year under review, there was no issue of sweat equity shares as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

LISTING

At present 9,43,97,200 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2023-24. The Companys shares are compulsorily tradable in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).

Your Company has fully complied with the Securities and Exchange Board of India Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoters and promoter groups shareholding in dematerialized form. Therefore, the securities of Company are traded in the normal segment of the Exchanges.

AWARDS/RECOGNITION

Your Company has always strived for the best quality and designs adhering necessary Ethical Standards. The Company has been consistently receiving recognition by various Trade Organizations and Councils, for its performance and achievements. After the close of financial year under review but as on date of this report, the Company has received two GJEPC Awards for being Countrys largest exporter of Silver Jewellery and First Runner up in the category of Studded Precious Metal Jewellery for the year 2021-22.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Company has taken appropriate steps and measures to comply with all the applicable provisions of Regulation 17 to 27 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

A separate report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, along with certificates of Practicing Company Secretary of the Company, forms an integral part of this Annual Report. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2023 was placed before the Board of Directors and the Board has noted the same.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34 (2) (c) of the SEBI (LODR) Regulations, 2015, the cash flow statement for the year ended March 31,2023 is annexed hereto.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As per the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Company is compliant of the requirement of having at least 50% of the total number of Directors as Non- Executive Directors and one lady director on the Board of the Company.

Pursuant to the provisions of Sections 149(10), and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder and Regulation 16 of SEBI( Listing Obligations and Disclosures Requirements) Regulations 2015, based on the recommendation of the Nomination and Remuneration Committee and the Board, the members at their 30^th Annual General Meeting held on August 07, 2019, by passing special resolutions, had re-appoint Mr. Veerkumar C. Shah, Mr. Vishwas V. Mehendale, Mr. Arun P. Sathe and Mrs. Madhavi S. Pethe as Independent Directors on the Board of the Company, for a further period of 5 (five) years to hold the office up to conclusion of the 35^th Annual General Meeting proposed to be held in 2024.

After the closure of financial year 2022-23, The Board at its meeting held on May 26, 2023, pursuant to the recommendation of Nomination and Remuneration Committee appointed Mr. Bijou Kurien (DIN:01802995), as Additional Director of the Company designated as Independent Director, not liable to retire by rotation and have recommended the same to the members for their approval at the ensuing Annual General Meeting.

Mr. Kurien serves as an Independent Director on the Boards of several listed and unlisted companies, reflecting his broad experience in diverse business environments. Additionally, he holds the position of Chairman of the Retailers Association of India (RAI), where he plays a key role in shaping the retail industrys future. Moreover, Mr. Kurien contributes as an Advisory Board member of the esteemed World Retail Congress and actively participates in the governing boards of two renowned academic institutions.

The appointment of Mr. Bijou Kurien as an Independent Director at Renaissance Global underscores the Companys focus on strengthening its board, corporate governance practices, and strategic positioning. With his exceptional industry expertise and proven track record, Mr. Kurien will provide valuable insights and guidance to drive the Companys growth and success.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Neville Tata (DIN:00036648), Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Brief resume of the Directors proposed to be appointment /re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under Regulation 17 of SEBI (LODR) Regulations, 2015 are provided in the Notice of Annual General Meeting forming part of this Annual Report.

As on date of this Report, the Board consists of nine Directors comprising one Non-Executive Chairman, five Independent Directors and three Executive Directors. Out of five independent directors one is lady independent director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are whole-time Key Managerial Personnel of the Company as on March 31,2023:

1. Mr. Hitesh Shah - Managing Director

2. Mr. G. M. Walavalkar - Company Secretary (upto May 30, 2022)

3. Mr. Vishal Dhokar _- Company Secretary (w.e.f. May 31, 2022)

4. Mr. Dilip Joshi - Chief Financial Officer

During the financial year under review Mr. G.M. Walavalkar has relinquished the company secretary position of your Company. Consequently Mr. Vishal Dhokar was appointed as the Company Secretary, Compliance Officer and Key Managerial Personnel of your Company w.e.f May 31,2022 in accordance with Section 203 of the Companies Act, 2013. Further there is no other change in the KMP of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of SEBI (LODR) Regulations, 2015.

Pursuant to provision of Regulation 17A of SEBI (LODR) Regulations, 2015, none of the Non-Executive Directors serve as an Independent Directors on the Board of more than seven listed Companies and none of the Executive Directors serve as an Independent Director on the Board of any listed Company.

Independent directors databank registration:

Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the Company have registered themselves with online databank for Independent Directors maintained by Indian Institute of Corporate Affairs (IICA).

Online Proficiency Self-Assessment Test:

Pursuant to the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020, based on the experience of more than three years as on the date of inclusion of their names in the Independent directors databank, all the Independent directors of the Company were exempted from appearing for the proficiency self-assessment test notified under sub-section (1) of section 150 of the Act and rules made thereunder.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and part D of Schedule II of SEBI (LODR) Regulations, 2015 the Nomination and Remuneration Committee has devised a criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Independent Directors and Non-Independent Directors at their respective meetings evaluated performance of fellow directors based on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year under review.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the Clause VII of Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, a separate meeting of Independent Directors was held on January 30, 2023 without the attendance of Non-Independent directors and members of the management.

At this meeting the Independent Directors reviewed the performance of Non-Independent Directors including Non-Executive Chairman and Managing Director and the Board as a whole.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has formulated Familiarisation Program to familiarise the Independent Directors with the Company and its business. The details of the program and related matters are posted on the website of the Company www.renaissanceglobal.com.

NOMINATION AND REMUNERATION POLICY

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors, in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (LODR) Regulations, 2015.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity. The said Nomination and Remuneration policy is posted on the website of the Company www.renaissanceglobal.com.

POLICY ON DIVIDEND DISTRIBUTION

The Board of Directors has adopted Dividend Distribution Policy in terms of the requirements of Listing Regulations. The Policy is available on the website of the Company at www.renaissanceglobal.com.

DISCLOSURE OF PECUNIARY RELATIONSHIP

There was no pecuniary relationship or transactions of the Non-Executive Independent Directors vis-a-vis the Company during the year under review. Also, no payment, except sitting fees, was made to any of the Non-Executive Independent Directors of the Company. No convertible instruments are held by any of the Non-Executive Directors.

DIRECTORS RESPONSIBILITY STATEMENT

As required under provisions of Section 134 (3) (c) of the Companies Act, 2013 the Directors hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b) selected accounting policies were applied 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 as at March 31,2023 and of the profit of the Company for the year ended on that date;

c) 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 to the best of the Directors knowledge and ability;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively and

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

AUDITORS

The Members at the 29^th AGM held on August 07, 2018, had approved the appointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Firm Registration No: 101720W/W100355) as the Statutory Auditors for a period of 5 (five) years commencing from the conclusion of the 29^th AGM until the conclusion of the 34^th AGM to be held in the year 2023. Accordingly, their first term as Statutory Auditors expires at the conclusion of the 34^th AGM.

Pursuant to the provisions of Section 139(2)(b), an audit firm can be appointed for two terms of five consecutive years each. Accordingly, M/s Chaturvedi and Shah LLP are eligible for re-appointment as Statutory Auditors of the Company.

M/s Chaturvedi and Shah LLP has provided their consent and a certificate of their eligibility under sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of the Company for the second term of 5 (five) years. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Board of Directors of the Company, based on the recommendation of the audit committee, at its meeting held on May 26, 2023, reappointed M/s Chaturvedi and Shah LLP, Chartered Accountants (Firm Registration No: 101720W/W100355) as the Statutory Auditor of the Company to hold office for a second term of five consecutive years from the conclusion of the 34^th AGM till the conclusion of the 39^th AGM to be held in the year 2028 and will be placed for the approval of the shareholders at the ensuing AGM.

The Notice of ensuing 34^th AGM includes the proposal for seeking Members approval for the re-appointment of M/s Chaturvedi and Shah LLP as the Statutory Auditors, for the second term of 5 (five) years commencing from the conclusion of the 34^th AGM until the conclusion of the 39^th AGM to be held in the year 2028.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.

The Board recommends their reappointment to the shareholders. The notice convening the 34^th AGM to be held on August 10, 2023 sets out the details for reappointment of Statutory Auditors of the Company.

AUDITORS REPORT

The Statutory Auditors Report for FY 2022-23 on the financial statement of the Company forms part of this Annual Report. The Statutory Auditors report on the financial statements for FY 2022-23 does not contain any qualifications, reservations or adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments by the Board.

INTERNAL AUDITORS

In accordance with provisions of Sections 138 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, M/s J. K. Shah & Co., Chartered Accountants, Mumbai have been appointed as Internal Auditors of the Company for conducting Internal Audit of the Company for the Financial Year 2022-23.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Board periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

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.

SECRETARIAL AUDITOR

In accordance with provisions of Sections 204 of the Companies Act, 2013, the Board has appointed M/s V. V. Chakradeo & Co., Practicing Company Secretaries, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed herewith as Annexure - I forming part of this Directors Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

DIRECTORS AND OFFICERS INSURANCE (D&O)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (D&O) for all its Directors.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under. During the financial year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and therefore, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Following is the information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31,2023.

a) Conservation of Energy:

The Company continued energy conservation measures during the year. It has constantly monitored power usage and running hours on day to day basis, thereby resulting in best utilization of energy. The office and industrial rooms are fitted with energy saving technologies to preserve energy in the long term.

(i) the steps taken or impact on conservation of energy	Air Curtains have been installed in manufacturing facilities where doors must remain open for operational purpose. The air conditioning effect is maintained by these Air Curtains, which also results in a reduced amount of electricity usage.
(ii) the steps taken by the company for utilising alternate sources of energy	The Company has entered into an agreement with the Power Distributer and the Energy Service provider for utilization of non-conventional alternative and Cheaper Sources of Power generated through solar power plants (Green Energy) under the Maharashtra Electricity Regulatory Commission Distribution Open Access Regulations, 2014. During the Financial Year 2022-23, the Company has sourced more than 25.75% of its Power consumption from the solar power plants, thus significantly reduced the Energy Cost as compared to conventional Sources of Power.
(iii) the capital investment on energy conservation equipments	Not Applicable

b) Technology Absorption:

(i) the efforts made towards technology absorption	The Company continuously monitors and keep track of technological up gradation in the field of Jewellery manufacturing and the same are reviewed and considered for implementation. Your Company continued its focus on quality up-gradation and product enhancements.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	a. Enhanced productivity & reduction in production time
	b. Total traceability of each piece during entire manufacturing process through customized software
	c. Reduction in re-work & rejection in manufacturing.
	d. Enhancement of product spectrum
	e. Improvement in quality of existing products.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of FY)-
(a) the details of technology imported;
(b) the year of import;	NA
(c) whether technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place & reasons thereof; and
(iv) the expenditure incurred on Research and Development	As per the established Accounting Policy expenditure incurred on Research & Development remains merged with the respective heads.

c) Foreign exchange earnings and outgo:

(Rs In Lakh)

	FY 2022-23	FY2021-22
Foreign Exchange Earnings	1,28,279.93	1,43,567.91
Foreign Exchange Outgo	51,978.84	65,993.97

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 arms length basis.

Pursuant to Regulation 23(2) of SEBI (LODR) Regulations 2015, all related party transactions and subsequent material modifications are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions, which are repetitive in nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

During the year under review, 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.

The Policy on materiality of related party transactions, material modifications and dealing with related party transactions as approved by the Board is posted on the Companys website www.renaissanceglobal.com.

Your Directors draw attention of the members to the related party disclosures sets out in the financial statements of the Company. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has established the Corporate Social ResponsibilityCommittee (CSR Committee) which has formulatedand recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The said CSR Policy is posted on the Companys website www.renaissanceglobal.com.

The Company has identified four focus areas of engagement which are as under:

Medical, Health Care and Social Welfare: Affordable solutions for healthcare and social welfare through improved access, health awareness.

Educational: Access to quality education, training and skill enhancement.

Humanitarian: Creating sustainable livelihood, addressing poverty, hunger and malnutrition.

Environmental, Animal Welfare, Cultural and Religious: ensuring environmental sustainability, ecological balance, animal welfare, conservation of natural resources and protection of national heritage, art and culture and religion.

As required under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is enclosed herewith as Annexure - II forming part of this Directors Report.

RISK MANAGEMENT

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company.

The Management, through a properly defined framework in terms of the aforesaid policy identifies, monitors, controls and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Audit Committee and the Board periodically discuss the significant business risks identified by the Management and review the measures taken for their mitigation.

INVESTOR RELATIONS (IR)

The Company also continuously strives for excellence in its Investor Relations ("IR") engagement with International and Domestic investors through structured conference calls and periodic investor/analyst interactions like individual Meetings, participation in investor conferences, quarterly earnings calls, and analyst meet from time to time. The management of the Company has participated in several investors meets organized by CDR India (IR Agency), during the year. Majority of these meetings were held virtually. Efforts were made to ensure that these virtual meetings were conducted in the most productive manner. The critical information about the Company is made available to all the investors, by uploading all such information on the Companys website www.renaissanceglobal.com.

The Company has designated the email-id "investors@renaissanceglobal.com", exclusively for the service of investors.

HUMAN RESOURCES

The Companys most valuable assets are its employees, and the Company has fostered a healthy and productive work environment that promotes excellence. Your company has implemented a scalable requirement and human resource management process, allowing it to recruit and retain high-caliber personnel. The company continually invests in educating employees in latest cutting-edge technologies.

PREVENTION OF SEXUAL HARASSMENT COMMITTEE

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH) your Company has a robust mechanism in place to redress the complaints reported under this Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under POSH.

The Internal Complaints Committee (ICC) composed of internal members and an external member who has extensive experience in the relevant field. The said Committee meets regularly and takes up programs to spread awareness and educate employees about prevention of Sexual Harassment at Workplace.

Following is the status of sexual harassment complaints during the financial year under review:

Sr. No.	Particulars	No of Complaints
1	Number of complaints filed during the financial year	1
2	Number of complaints disposed of during the financial year	0
3	Number of complaints pending as on end of the financial year.	1*

* The case is pending for resolution in Honble Industrial Court, Mumbai.

OTHER DISCLOSURES CSR Committee

The CSR Committee comprises of Mr. Hitesh M. Shah as Chairman, Mr. Darshil A. Shah and Dr. Madhavi Pethe, as other members. Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Veerkumar C. Shah as Chairman, Mr. Arun P. Sathe and Mr. Vishwas V. Mehendale, as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Five meetings of the Board of Directors were held during the financial year under review. For further details, please refer report on Corporate Governance enclosed in this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement

Particulars of Employees

The disclosure pursuant to Section 197(12) read with rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annexure - III enclosed with this Directors Report.

Compliance with Secretarial Standards on Board and General Meetings

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Annual Return (Form MGT-7)

A copy of the Annual Return of the Company for the Financial year 2022-23, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Companys website www.renaissanceglobal.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

In terms of Section 125 of the Companies Act, 2013, there is no unclaimed or unpaid Dividend due for remittance in the financial year 2023-24 to the Investor Education and Protection Fund (IEPF) established by the Central Government. For the unclaimed dividend relating to other financial years and the respective IEPF Transfer due dates, please refer the statement of IEPF transfer provided in Report on Corporate Governance.

During the financial year under review, the Company has transferred unclaimed dividend for FY 2014-15 amounting to Rs 35,751/- to the IEPF.

After the end of Financial Year, the Company has transferred unclaimed interim dividend for FY 2015-16 amounting to Rs 68,708/-, to the IEPF.

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Suspense Account

With the transfer of 3,025 shares during the financial year under review and 2,785 shares after the end of financial year under review to the IEPF, a total of 37,650 (post split) shares of the Company were lying in the Demat A/c of the IEPF Authority,

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.gov.in.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purposes of transferring the shares back to the claimant as and when he/she approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account.

Any dividend declared on such shares shall be credited to the IEPF Fund.

Business Responsibility and Sustainability Report (BRSR)

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization.

In compliance with the said Listing Regulations, we have integrated BRSR disclosures into our Annual Report.

Insolvency and Bankruptcy Code, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

Environment, Health and Safety

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Companys principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Companys customers, members, vendors and Bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise/ GST department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support and co-operation in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit N Shah	Hitesh Shah
Chairman	Managing Director
(DIN -00036387)	(DIN - 00036338)
Mumbai, May 26, 2023