Retaggio Industries Ltd Directors Report

BOARD REPORT

To,

The Members,

Your Directors are pleased to present the 4^th Annual Report on the business and operations of the Retaggio Industries Limited together with the audited financial statements for the financial year ended 31^st March, 2025.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

		(Amount in lakhs)
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue From Operations	2,349.21	2,327.83
Other Income	-	-
Total Income	2,349.21	2,327.83
Total Expenses	2,062.99	1,924.54
Profit before tax (EBIDTA)	286.22	403.29
Taxation
- Current Tax	42.93	62.35
- Previous Tax	-	-
- Deferred Tax Asset	-	-
- MAT Credit Entitlement	-	-
Profit After Tax	243.29	340.94
Other Comprehensive Income (net of tax)	-	-
Total Comprehensive Income for the year	243.29	340.94

2. FINANCIAL HIGHLIGHTS:

During the year ended 31^st March 2025, Operational Revenue including other income was 2,349.21/- Lakhs and Profit/(Loss) Before Tax was 286.22/- Lakhs v/s 2,327.83/- revenue in previous year while Net Profit/(Loss) for the financial year ended 31^st March, 2025 was 243.29/- Lakhs v/s 340.94/- Lakhs in previous year.

Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

A detailed analysis on the operations of the Company during the year under review and outlook for the current year is included in the Management Discussion and Analysis Report forming an integral part of this Annual Report.

3. BUSINESS OPERATIONS:

The Company is engaged in the business of jewellery manufacturing, which involves the designing and creation of various decorative pieces including necklaces, bracelets, earrings, rings, and other ornaments. Jewellery manufacturing is a skilled trade that demands precision, creativity, and attention to detail.

Our operations include both mass production and custom-made jewellery. While mass-produced items are manufactured using automated processes to ensure consistency and scale, custom-made pieces are crafted by hand to meet specific customer preferences, often requiring more time and craftsmanship. The quality of our products is largely dependent on the expertise of our artisans and manufacturing team.

4. DIVIDEND:

During the Financial year 2024-25, the company has not declared any dividend on Equity Shares.

5. TRANSFER TO RESERVE:

The Board does not propose to transfer any amount to reserves during the Financial Year 2024-25.

6. DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

7. SHARE CAPITAL:

Particulars	As at 31st March, 2025		As at 31st March, 2024
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital:	1,60,00,000	1,60,00,000	1,50,00,000	15,00,00,000
Equity Shares of Rs 10/- each
Issued, Subscribed & Paid-Up Capital:	93,68,160	9,36,81,600	93,68,160	9,36,81,600
Equity Shares of Rs 10/- each

* During the period under review, the members of the company on its Extra Ordinary General Meeting Held on 13^th March, 2025 has approved the Special Resolution for Increase in Authorise Share Capital from 15 Crore to 16 Crore.

After the closure of Financial year the Company has received Listing Approval of Equity Shares pursuant to Initial Public Offer and subsequently the paid up capital of the company has increased to Rs. 15,56,61,600/-

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

M/s. Retaggio Trading Services LLP, is the Holding entity holds 56.04% of Equity share capital of the company as on 31^st March, 2025.

The Company has no subsidiary and Associate companies.

No company has become or ceased to be the Companys subsidiaries and associate companies during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31^st March, 2025, the Companys Board has five directors comprising of One Executive Director, two Non-Executive Directors and two Independent Directors including one Woman Director. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning.

Appointment/ Cessation/ Change in Designation of Directors/ KMP:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company the following changes occurred in the Companys Board:

^ Mr. Navdeep Nigam has resigned from the position of Independent Director of the company w.e.f 08^th May, 2024;

^ Ms. Sushila Vinod Parakh, appointed as an Independent Director of the company for a period of five years w.e.f 08^th May, 2024 upto 07^th May, 2029;

^ Ms. Radhika Amit Agarwal has resigned from the position of the Company Secretary of the company w.e.f 30th September, 2024;

^ Ms. Garima Agarwal, appointed as Company Secretary of the company w.e.f 07th December, 2024;

^ Mrs. Garima Agarwal has resigned from the position of the Company Secretary of the Company w.e.f. 11^th March, 2025;

^ Mrs. Nayan Mehta, appointed as Company Secretary & Compliance Officer of the Company w.e.f. 12^th March, 2025.

Other than the above, there has been no change in the constitution of Board during the year under review. After the Closure of Financial Year:

The Board has appointed Mr. Narendra Singh Chouhan, as the Additional Director of the company (Non-Executive Category) in the Board meeting held on 08^th July, 2025

Declaration from Independent Directors:

In accordance with the provisions of Section 149(7) of the Act, Mr. Mitesh Patnecha and Ms. Sushila Vinod Parakh, Independent Directors of the Company as on 31^st March, 2025 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that both the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2024-25 a separate meeting of Independent Directors was held on 17^th May, 2024 without the presence of executive directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Savinay Lodha, Managing Director;

2. Mr. Noratan Singh Rao, Chief Financial Officer;

3. Ms. Radhika Amit Agarwal, Company Secretary & Compliance Officer (upto 30^th September, 2024);

4. Ms. Garima Agarwal, Company Secretary & Compliance Officer (from 7^th December, 2024, to 11^th March, 2025);

5. Ms. Nayan Mehta, Company Secretary & Compliance Officer (w.e.f. 12^th March, 2025).

11. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board met 7 (Seven) times on 08^th May, 2024, 17^th May, 2024, 29^th August, 2024, 30^th September, 2024, 07^th December, 2024, 12^th March, 2025 and 13^th March, 2025. In accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Name of the Director	Category	No. of Board Meetings attended	Last AGM Attended	No. of Directorships in listed Entities and Committee Memberships and Chairmanships (including the Company)			Number of shares held in the Company
				Director ship	Committee Chairman ship	Member ship
Ms. Nidhi Lodha	Non-Executive Director	7	Yes	1	1	1	1,500
Mr. Savinay Lodha	Managing Director	7	Yes	1	-	2	41,15,910
Mr. Noratan Singh Rao	Executive Director	7	Yes	1	-	-	150
Mr. Mitesh Patnecha	Independent Director	7	Yes	1	1	1	-
Ms. Sushila Vinod Parakh (w.e.f. 08th May, 2024)	Independent Director	6	Yes	1	1	2
Mr. Navdeep Nigam (upto 08th May, 2024)	Independent Director	1	No	1

12. COMMITTEES OF BOARD:

The Board Committees play a crucial role in the governance structure of our Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, concerning the Company and need a closer review. These Committees play an important role in the overall management of day today affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for review and noting.

During the year, all recommendations of the Committees of the Board have been accepted by the Board.

As on 31^st March 31,2025, the Board has constituted the following Committees:

i. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with regulation 18 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Audit Committee presently comprises of three directors. All the members of the Audit Committee have accounting and financial management knowledge. Mr. Mitesh Patnecha is Chairman of the Audit Committee.

During the year, the committee met 4 (Four) time i.e. 17^th May, 2024, 29^th August, 2024, 07^th December, 2024 and 13^th March, 2025

The Composition of the Audit Committee and the attendance of the members at the meeting held during the year are as follows:

S r. No.	Particulars	Designation	Category	No. of Meeting attended
1	Mr. Mitesh Patnecha	Chairman	Non-Executive Independent Director	4
2	Mr. Navdeep Nigam (upto 8th May, 2024)	Member	Non-Executive Independent Director	-
3	Ms. Sushila Vinod Parakh (w.e.f. 8th May, 2024)	Member	Non-Executive Independent Director	4
4	Mr. Savinay Lodha	Member	Executive Director	4

*During the period under review, the Audit Committee of the Company was reconstituted by the Board of Directors at its meeting held on 17^th May, 2024.

As on 31^st March, 2025 the Composition of Audit Committee is follow:

S r. No.	Particulars	Designation	Category
1	Mr. Mitesh Patnecha	Chairman	Non-Executive Independent Director
2	Ms. Sushila Vinod Parakh	Member	Non-Executive Independent Director
3	Mr. Savinay Lodha	Member	Executive Director

The terms of reference to the Audit Committee inter alia includes:

• Oversight of Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• Recommend to the Board, the appointment, reappointment, remuneration and terms of appointment of auditors of the Company and, if required, their replacement or removal.

• Approve payment to statutory auditors for any other services rendered by them.

• Review, with the management, the quarterly and annual financial statements and auditors report thereon before submission to the Board for approval.

• Approve appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

• Review and monitor the auditors independence, performance and effectiveness of audit process.

• Review the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit, etc.

ii. Nomination and Remuneration Committee (NRC):

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Committee presently comprises of three members. Ms. Sushila Vinod Parakh was appointed as Chairman.

During the year, the committee met 3 (Three) time i.e. 17^th May, 2024, 07^th December, 2024 and 12^th March, 2025.

The Composition of the Nomination and Remuneration Committee and the attendance of the members at the meeting held are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Mr. Navdeep Nigam (upto 8th May, 2024)	Member	Non-Executive Independent Director	-
2	Mr. Mitesh Patnecha	Member	Non-Executive Independent Director	3
3	Ms. Sushila Vinod Parakh (w.e.f. 8th May, 2024)	Chairman	Non-Executive Independent Director	3
4	Ms. Nidhi Lodha	Member	Executive Director	3

*During the period under review, the Nomination and Remuneration Committee of the Company was reconstituted by the Board of Directors at its meeting held on 17^th May, 2024.

As on 31^st March, 2025 the Composition of Nomination and Remuneration Committee is follow:

Sr. No.	Particulars	Designation	Category
1	Ms. Sushila Vinod Parakh	Chairman	Non-Executive Independent Director
2	Mr. Mitesh Patnecha	Member	Non-Executive Independent Director
3	Ms. Nidhi Lodha	Member	Non- Executive Director

The terms of reference to the Nomination and Remuneration Committee inter alia includes:

• The Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration same is posted on the website of the company.

• Determine the compensation package of the Executive Directors, Secretary and other senior management personnel.

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

• Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors.

• Devise a policy on diversity of Board of Directors.

• Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

• Decide on whether to extend or continue the term of appointment of the Independent Directors, on the basis of the performance evaluation report of Independent Directors.

Remuneration Policy

The Nomination and Remuneration Committee has considered the factors laid down under Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.

Remuneration to Non-Executive Directors

The Company has paid Sitting fees to Non- Executive (Independent & Non- Independent) Directors for Rs. 1,000/- (One Thousand Only) per Board meeting & Committee Meeting attended during the period under review.

Remuneration to Executive Directors

Salary of 3,17,600/- paid to Mr. Noratan Singh Rao, Executive Director & Chief Financial Officer of the company during the period under review.

iii. Stakeholder Relationship Committee:

The Stakeholder and Relationship Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Stakeholder and Relationship Committee presently comprises of three members. Ms. Nidhi Lodha is Chairman of the committee.

During the year, the committee met 4 (Four) time i.e. 17^th May, 2024, 29^th August, 2024, 07^th December, 2024 and 13^th March, 2025

The Composition of the Stakeholder and Relationship Committee and the attendance of the members at the meeting held are as follows:

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Ms. Nidhi Lodha	Chairman	Executive Director	4
2	Mr. Navdeep Nigam (upto 8th May, 2024)	Member	Non-Executive Independent Director	-
3	Ms. Sushila Vinod Parakh (w.e.f. 8th May, 2024)	Member	Non-Executive Independent Director	4
4	Ms. Savinay Lodha	Member	Non-Executive Director	4

*During the period under review, the Stakeholder Relationship Committee of the Company was reconstituted by the Board of Directors at its meeting held on 17^th May, 2024.

As on 31^st March, 2025 the Composition of Stakeholder Relationship Committee is follow:

Sr. No.	Particulars	Designation	Category
1	Ms. Nidhi Lodha	Chairperson	Executive Director
2	Ms. Sushila Vinod Parakh	Member	Non-Executive Independent Director
3	Ms. Savinay Lodha	Member	Non-Executive Director

The terms of reference to the Stakeholder Relationship Committee inter alia includes:

The Committee inter alia oversees the redressal of Member and investor complaints/requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Bigshare Services Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the Members of the Company. The Committee meets as often as is necessary for resolution of important matters within its mandate.

iv. Internal Complaints Committee:

An Internal Complaints Committee is constituted for our Company by the Board to look into the matters concerning sexual harassment. The Internal Complaints Committee consists of Four members. Ms. Nidhi Lodha is the Presiding Officer of the Committee.

During the year, the committee met 4 (Four) time i.e. 17^th May, 2024, 29^th August, 2024, 07^th December, 2024 and 13^th March, 2025

As on 31^st March, 2025 the Composition of Internal Complaints Committee is follow:

Sr. No.	Particulars	Designation	No. of Meeting attended
1	Ms. Nidhi Lodha	Presiding Officer	4
2	Mr. Rajesh Gunta	Member	4
3	Mr. Arjit Koley	Member	4
4	Ms. Ramila Haresh Rawat	Member	4

The terms of reference to the Internal Complaints Committee shall pe as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Compliance Officer:

Mrs. Nayan Mehta, Company Secretary & Compliance Officer pursuant to Regulation 6 of the SEBI (LODR) Regulations, 2015 with effect from 12^th March, 2025

Details of complaints received and resolved during the year:

Complaints pending as on April 1,2024	NIL
Number of Share holders complaints received during the year	NIL
Number of complaints resolved during the year	NIL
Number of complaints not solved to the satisfaction of shareholders	NIL
Number of pending complaints as on March 31,2025	NIL

The above table includes Complaints received from SEBI SCORES/ BSE by the Company.

13. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 17^th May, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

15. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long-term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

18. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

19. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure A".

20. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid- up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

21. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31^st March, 2025 is available on the Companys website http://retaggioindustries.com/.

22. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2024-25 were in accordance with the Companys RPT Policy and on an arms length basis and in the ordinary course of business.

All RPTs are placed before the Audit Committee and the Board for approvals pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports to the stock exchanges, for the related party transactions.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence, does not form part of this report.

23. STATUTORY AUDITORS & AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Act, M/s Gopal Agrawal & Co., Chartered Accountants (Firm Reg. No: 000383C) are the Statutory Auditors of the Company, as per their appointment at the AGM of the Company held on 30^th September, 2022 for a period of 5 (five) years.

Accordingly, provisions of requirement of ratification of appointment of auditor at every general meeting is dispensed with. Therefore, at the ensuing general meeting, members are not required to ratify Auditors appointment and M/s. Gopal Agrawal & Co., Chartered Accountants (Firm Reg. No: 000383C), will continue to act as Statutory Auditors of the Company.

M/s. Gopal Agrawal & Co., Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self explanatory and therefore do not call for any further comments.

24. SECRETARIAL AUDITORS & AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board reappointed M/s. Nishant Bajaj & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as "Annexure-B" of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM M/s. Nishant Bajaj & Associates, Practicing Company Secretary, (C. P. No. 21538); (Peer Reviewed Firm- 2582/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till FY 2029.30. M/s. Nishant Bajaj & Associates, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

25. INTERNAL AUDITORS & AUDITORS REPORT:

During the period under Review, the Appointment of Internal Auditor is not Applicable to the company as the company was Unlisted Public Company as on 31^st March, 2025.

26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure C" to this Report.

27. SEXUAL HARASSMENT POLICY:

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual harassment of the women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Further the company has complied with the Provision under the POSH Act relating to the Framing of an anti sexual Harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on Sexual harassment during the Year under review OR the following is a summary of complaints received and resolved during the reporting period.

a.	Number of complaints of Sexual Harassment received in the Year	Nil
b.	Number of Complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Nil

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companys website at the http://retaggioindustries.com/.

29. LISTING ON STOCK EXCHANGE:

The equity shares of the Company were listed on the BSE SME Platform on 7th April 2025, pursuant to the successful completion of its Initial Public Offering (IPO). The shares are traded on BSE Ltd., which operates nation-wide trading terminals and the company paid the listing fees to BSE Ltd.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance.

Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

31. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

32. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

33. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

34. MATERIAL CHANGES AND COMMITMENTS:

During the year under review and till the date of this Report, the following material changes and commitments have occurred:

Initial Public Offering (IPO) and Listing of Securities:

Following the period under review, the Company successfully completed its Initial Public Offering (IPO) of 61,98,000 equity shares of face value Rs. 10 each at a price of Rs. 25 per share (including a premium of Rs. 15 per share), aggregating to Rs.15,49,50,000 crore.

Pursuant to the IPO, a Prospectus dated 27^th March 2025 was filed with the Registrar of Companies, Mumbai, and submitted to the Securities and Exchange Board of India (SEBI) and the BSE Limited.

The equity shares of the Company were listed on the BSE SME Platform on 7th April 2025.

35. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

36. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year.

38. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

39. COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

40. DISCLOSURE RELATED TO FUND RECEIVED FROM DIRECTOR AND ITS RELATIVE:

The Company has received funds from its Directors and their relatives during the year under review. Such funds, being exempted under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, do not fall within the ambit of deposits. Accordingly, the Company has obtained necessary declarations from the Directors and their relatives confirming that the funds provided are out of their own sources and not borrowed.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

44. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT. 2013:

The Company has used accounting software for maintaining its books of account for the Financial Year ended 31^st March, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the Year for all relevant transactions recorded in the Software.

Further during the course of our audit we did not come across any instance of audit Trail feature being tampered with.

45. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014- RULE 9 OF THE COMPANIES ACT, 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company Secretary of the company has appointed by the Board of Director as the Designated Person under this rules.

46. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers and bankers of the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

Registered Office:	By Order the Board of Directors.
Retaggio Industries Limited
CIN: U36990MH2022PLC374614
Unit-204, Options Primo, Plot No.X-2,	Sd/-
Next to Akruti Software Park,	Savinay Lodha
Andheri (E), Mumbai - 400093.	Managing Director
Tel. No. 9820179615
Email address: info@retaggioindustries.com	Date: 02nd September. 2025
Website: https://retaggioindustries.com/	Place: Mumbai