Renaissance Global Ltd Directors Report

Dear Members,

The Directors take great pleasure in presenting the 37^th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2025-26.

Financial Highlights

Your Company earned a Consolidated Profit Before Tax (PBT) of Rs.1115.61million, as compared to PBT of Rs. 852.01 million in the previous year. Highlights of the financial performance (Consolidated) are as follows:

Consolidated	F.Y. 2025-26	F.Y. 2024-25
Total Income	28,216.80	20,890.72
Gross Profit	6912.69	6,749.60
PBID	2040.30	1,674.18
Less: Interest	470.91	520.61
Less: Depreciation	334.04	301.56
PBT	1115.61	852.01
Provision for Tax	212.99	115.13
PAT	902.62	736.88

The consolidated revenue from operations of the Company for the year ended March 31,2026 was Rs. 28,130.31 million (P.Y. Rs. 20,890.80 million), a increase of 34.65% on a year-on-year basis. Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) Increase by 21.87 % to Rs. 2040.30 million (P.Y. Rs. 1,674.18 million). Profit After Tax (PAT) was Rs. 902.62 million (P.Y. Rs. 736.88 million) up by 22.49 % 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.

Your Company earned a Standalone Profit Before Tax (PBT) of Rs. 185.81 million, as compared to PBT of Rs. 343.81 million in the previous year. Highlights of the financial performance (Standalone) are as follows:

	F.Y. 2025-26	F.Y. 2024-25
Total Income	13,918.32	14,721.01
Gross Profit	2,726.39	3,239.32
PBID	721.05	883.38
Less: Interest	299.81	303.61
Less: Depreciation	115.69	135.97
PBT	185.81	343.81
Provision for Tax	59.78	74.60
PAT	126.03	269.21

The standalone revenue from operations of the Company for the year ended March 31, 2026 stood at Rs. 13,874.58 million (P.Y. Rs.14,676.35 million), an decrease of 5.46% on a year-on-year basis. Profit Before Interest, Depreciation and Tax (PBIDT) decreased by 18.38% to Rs. 721.05 million (P.Y. Rs.883.38 million). Profit Before Tax (PBT) was Rs. 185.81 million (P.Y. Rs.343.81 million), registering a decline of 45.96% on a year-on-year basis. Profit After Tax (PAT) stood at Rs. 126.03 million (P.Y. Rs.269.21 million), higher by 53.18 % over the previous year. The detailed analysis of the Companys business is given in the Managements Discussion and Analysis Report that forms part of this Annual Report.

DIVIDEND

In view of Companys strategic focus on expansion of Jean Dousset retail stores, potential acquisition opportunities and reducing its debt levels, the Board has not recommended any dividend on equity shares for the financial year 2025-26.

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 2025-26 and till the date of this report.

SUBSIDIARIES, ASSOCIATES AND JOINT VETURES OF THE COMPANY

During the financial year under review, M/s Verigold Jewellery FZCO subsidiary of the RGL had established Renaissance Jewellery Middle East FZCO Dubai, as its Wholly Owned Subsidiary and a Step-down subsidiary of Renaisance Global Limited. A statement containing the salient features of the financial statement of subsidiaries and associate company in Form AOC-1 forms part of the Annual Report.

Following are the subsidiaries of the Company

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 Jewelery FZCO, Dubai

4. Renaissance Global Brands Inc USA (erstwhile RD2C Ventures Inc, USA)

5. Renaissance Retail Limited, India

6. Verigold Jewellery India Private Limited, India Indirect (Step-down) Subsidiary Companies:

1. Jay Gems Inc., USA (Subsidiary of Renaissance Jewelry New York Inc)

2. Renaissance FMI Inc., USA (Subsidiary of RD2C Ventures Inc, USA)

3. Jean Dousset Jewelry LLC (Subsidiary of RD2C Ventures Inc, USA)

4. Verigold Jewellery LLC Dubai (Subsidiary of Verigold Jewelery FZCO, Dubai)

5. Renaissance Jewellery Middle East FZCO (Subsidiary of Verigold Jewelery FZCO, Dubai)

The Company does not have any associate company or joint ventures during the year under review.

FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES:

As on signing date of this Report, the Company has eleven subsidiaries including six direct subsidiary and five 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 subsidiaries are provided in this Annual Report.

SHARE CAPITAL

Authorised Share Capital of the Company

As on March 31,2026, the Authorised Share Capital of the Company is Rs. 98,70,00,000 (Rupees Ninety Eight Crores 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 10/- each.

Allotment of equity shares pursuant to exercise of stock options(ESOPs)

During FY 2025-26, 95000 equity shares were issued and allotted to the eligible employees of the Company pursuant to exercise of stock options granted under RGL Employee Stock Option Scheme 2021 (RGL ESOP Scheme - 2021).

After the closure of financial year under review and as on date of this report, the Company has allotted 71,000 equity shares of face value of 2 each to the eligible employees of the Company pursuant to exercise of stock options granted under RGL ESOP Scheme - 2021.

Issued, subscribed and paid-up equity share capital

As on March 31, 2026, the issued, subscribed and paid-up equity share capital of our Company was 21,46,50,942 comprising of 10,73,25,471 equity shares of face value of 2 each.

The equity shares so allotted rank pari-passu with the existing equity shares of the Company.

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.

Consequent to the Sub-division / Stock split of shares, all the then outstanding options granted under the stock option plan have been adjusted as per ratio of Sub-division / Stock split of shares.

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") and accordingly exercise price has been adjusted to Rs. 110/- from Rs. 550/- per option.

The maximum number of options to be granted per employee per grant and in aggregate shall not exceed 25,00,000 (Twenty 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 (1%) 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.

During the financial year under review, your Company has granted 1,58,140 options of equity shares of face value of Rs. 2 each to the eligible employees under RGL ESOP 2021 on June 12, 2025 and January 23, 2026 respectively.

After the end of financial year, your Company has granted 51,000 options of equity shares of face value of Rs. 2 each to the eligible employees under RGL ESOP 2021 on June 12, 2026.

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, 2026, as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 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.

• Issue of sweat equity shares

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

As on March 31,2026 total 10,73,25,471 Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2026-27. 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. During the financial year ended, the Company has received 51^st India Gem & Jewellery Awards -IGJA 2025 - 26 for being Countrys largest exporter of Silver Jewellery for the year 2025-26.

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 31,2026 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 31,2026 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.

As on date of this Report, the Board consists of eight Directors comprising one Non-Executive Chairman and one Non-Executive Director, four Independent Directors and Two Executive Directors. Out of four 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.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Companies Act.

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 31,2026:

1. Mr. Darshil Shah - Managing Director

2. Mr. Vishal Dhokar _- Company Secretary & Compliance Officer

3. Mr. Dilip Joshi - Chief Financial Officer DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all 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, Mr. Bijou Kurien, Mr. Deepak Chindarkar and Mrs. Rupal Jhaveri, 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. Mr. Rahul Rama Narang will be completing this test in accordance with the provisions of Section 152 of the Companies Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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.

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 without the attendance of Non-Independent directors and members of the management.

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, 2026, 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 31,2026 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 also being a dealers in precious metals and stones (DPMS) the Company is screening all customers, suppliers and transactions against the Ministry of Home Affairs (MHA) list and UN Sanctions lists.

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

Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the Members at the 34th AGM held on August 10, 2023, had reappointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Firm Registration No: 101720W/W100355) as Statutory Auditors of the Company for a period 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.

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 FY 202526. 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.

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.

AUDITORS REPORT

The Statutory Auditors Report for FY 2025-26 on the financial statement of the Company forms part of this Annual Report. The Statutory Auditors report on the financial statements for FY 2025-26 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, M/s KKC & Associates LLP, Chartered Accountants, (Firm Registration No. 105146W/W100621), Mumbai was Internal Auditors of the Company for conducting Internal Audit of the Company for the Financial Year 2025-26.

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 terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing from FY 2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company, at the AGM held on September 18, 2025, approved the appointment of M/s V. V. Chakradeo & Co., Practicing Company Secretaries as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the 36^th AGM held on September 18, 2025 until the conclusion of 41^st AGM of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from 01st April 2025 to 31st March 2030. The Report by the Secretarial Auditors of the Company issued by secretarial Auditor is annexed to this Report as Annexure I.

There are no qualifications, observations, adverse remark or disclaimer in the said Report.

REPORTING OF FRAUDS BY AUDITORS

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 31,2026.

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	During the financial years 2024-25 and 2025-26, the Company has made significant strides towards sustainable energy practices.
	In 2024-25, more than 25% of our power consumption was sourced from solar power plants, resulting in substantial savings compared to conventional energy sources. Building on this momentum, in 2025-26, we opted for the Green Power Tariff under the Switch to Green initiative, ensuring that 63% of our total power consumption comes from renewable sources such as solar and wind mill power. These initiatives underscore our commitment to sustainability, environmental conservation, and responsible energy consumption practices.
	All of our units located in SEEPZ, Mumbai, operate on 100% renewable electricity. This milestone reflects our continued commitment to sustainable operations and reducing our environmental impact. By sourcing our entire electricity requirement from renewable energy for these facilities, we are contributing meaningfully to our organizations broader climate goals and supporting Indias transition to a greener energy future.
(iii) the capital investment on energy conservation equipments	Corpus for installing air curtains, LEDs and renewable electricity is Rs. 1,00,000/- approximately.

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:

	FY 2025-26	FY 2024-25
Foreign Exchange Earnings	113,965.75	1,31,521.95
Foreign Exchange Outgo	71,507.30	67,133.55

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 Responsibility Committee (CSR Committee) which has formulated and 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 remains committed to maintaining high standards of transparency and proactive communication with its stakeholders. It continues to strengthen its Investor Relations ("IR") function through structured engagement with both international and domestic investors. These interactions include individual meetings, participation in investor conferences, quarterly earnings calls, and analyst interactions conducted at regular intervals.

During the year, the management participated in several investor and analyst meetings, with a majority conducted virtually, ensuring accessibility and efficiency in communication. These engagements are aimed at providing timely and accurate updates on the Companys performance, strategy, and business outlook.

All critical information pertaining to the Company is made available in a fair and transparent manner and is promptly uploaded on the Companys website: www.renaissanceglobal.com, in compliance with applicable regulatory requirements and to facilitate wider investor access.

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:

Particulars	No of Complaints
Number of complaints of sexual harassment received in the year	0
Number of complaints disposed of during the financial year	0
Number of Complaints pending for more than 90 days during the financial year	0

*One case pertaining to FY 2022-23 is pending for resolution in Honble Industrial Court, Mumbai.

As part of its commitment to providing a safe, inclusive, and equitable workplace, the Company has registered on the SHe-Box (Sexual Harassment electronic Box) Portal launched by the Ministry of Women and Child Development, Government of India.

The SHe-Box Portal is an online platform that facilitates the filing and monitoring of complaints relating to sexual harassment at the workplace by women employees in both the public and private sectors. The portal enables complaints to be seamlessly forwarded to the concerned Internal Committee (IC) of the organization for timely redressal in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Through its registration on the SHe-Box Portal, the Company reaffirms its commitment to maintaining a safe, respectful, and harassment-free work environment. The Company also continues to create awareness among its employees about the availability of the portal and encourages its use, wherever required.

The SHe-Box Portal can be accessed at https://shebox.wcd.gov.in.

Disclosure of Certain type of Agreements binding listed entity:

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement impacting the management or control of the Company or imposing any restrictions or create any liability upon the Company.

Investor Calls:

Company conducts calls/meetings with investors after declaration of quarterly financial results, to brief them on the performance of the Company. These calls are attended by the Chairman, MD & Executive Director. Transcript & audio recordings of such calls is uploaded on website as well as filed with the Stock Exchanges.

OTHER DISCLOSURES CSR Committee

The Committee comprises of Mr. Hitesh M. Shah as Chairman, Mr. Darshil Shah and Mrs. Rupal D. Jhaveri , as other members of the Committee.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Deepak Chindarkar as Chairman, Mr. Bijou Kurien and Mrs. Rupal D. Jhaveri,as other members of the Committee.

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

Meetings of the Board

Six 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

Compliance by Large Corporate

As on March 31,2026, Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/ HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this regard.

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 2025-26, 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.

Compliance with the provisions relating to the Maternity Benefit

The Company is in compliance with the provisions relating to the Maternity Benefit Act, 1961

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 2025-26 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.

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

As on March 31,2026, total 37,500 equity shares lying in the IEPF Suspense Account. Concerned shareholders may still claim their shares and/or apply for refund of the corresponding unpaid dividend, if any, from the IEPF Authority by filing Web Form IEPF-5 available at www.iepf.gov.in, in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

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.

The aforementioned provision became applicable to the Company starting from the financial year 2019-20, when the Company was among the top 1,000 listed entities based on market capitalization. From FY 2021-22, the Company no longer falls within the top 1,000 listed entities based on market capitalization. However, pursuant to sub-regulation 2A of Regulation 3 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this requirement of BRSR continues to remain applicable to the Company for a period of three consecutive years from the year such Company falls outside the applicable threshold i.e. FY 2021-22.

In view of this regulation three consecutive years has been completed on March 31, 2024 and the BRSR requirement is no longer applicable to the Company from the financial year 2025-26.

However, as a good Corporate Governance practice the Company continued to include the BRSR Report as an Annexure to Directors Report for the financial year ended March 31,2026.

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.

Cost Auditor & Maintenance of Cost Records:

Since the Company is located in the SEEPZ Special Economic Zone (SEZ) and operates as an Export Oriented Unit (EOU), it is governed by the provisions of the Special Economic Zones Act, 2005 and the EOU Scheme. Accordingly, the Company is not required to maintain cost records under sub-section (1) of Section 148 of the Companies Act, 2013, as it is not covered by the cost accounting records requirements prescribed by the Central Government under the said section.

Cyber Security

The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs and data from external attack, damage or unauthorized access. The Company is conducting training programs for its employees at regular intervals to educate the employees on safe usage of the Companys networks, digital devices and data to prevent any data breaches involving unauthorized access or damage to the Companys data. The Information Technology Department of the Company is in a constant process of taking feedback from the employees and updating the cyber security protocols.

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	Darshil Shah
Chairman	Managing Director
(DIN -00036387)	(DIN -08030313)
Mumbai, August 07, 2026