Retaggio Industries Ltd Directors Report

1. FINANCIAL PERFORMANCE:

To, The Members,

Your Directors are pleased to present the 05th Annual Report on the business and operations of the Retaggio Industries Limited together with the audited financial statements for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 31st March, 2026, 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 31.03.2026	Year ended 31.03.2025
Revenue from Operations	8,398.45	2,349.20
Other Income	-	-
Total Income	8,398.45	2,349.20
Total Expenses	7,345.90	2,062.99
Profit before tax (PBT)	1,052.55	286.21
Taxation
- Current Tax	157.88	42.93
- Previous Tax	-	-
- Deferred Tax Asset	-	-
- MAT Credit Entitlement	-	-
Profit After Tax	894.67	243.28
Other Comprehensive Income (net of tax)	-	-
Total Comprehensive Income for the year	894.67	243.28

2. FINANCIAL HIGHLIGHTS:

During the year ended 31st March 2026, Operational Revenue including other income was 8,398.45/- Lakhs and Profit / (Loss) Before Tax was 1,052.55/- Lakhs v/s 2,349.20/- revenue in previous year while Net Profit / (Loss) for the financial year ended 31st March, 2026 was 894.67/- Lakhs v/s 243.28/- 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 2025-26, 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 2025-26.

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 2025-26 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, 2026 — Number of Shares	As at 31st March, 2026 — Amount	As at 31st March, 2025 — Number of Shares	As at 31st March, 2025 — Amount
Authorised Capital:*	3,60,00,000	36,00,00,000	1,60,00,000	16,00,00,000
Equity Shares of Rs 10/- each
Issued, Subscribed & Paid-Up Capital:**	1,81,68,160	18,16,81,600	93,68,160	9,36,81,600
Equity Shares of Rs 10/- each

*At the Extra Ordinary General Meeting held on 11th December, 2025 the Authorised Share Capital of the Company was increased from Rs. 16,00,00,000/- (Rupees Sixteen Crore Only) divided into 1,60,00,000 (One crore Sixty lakhs only) Equity Shares of Rs. 10/- each to Rs. 36,00,00,000/- (Rupees Thirty-six crore Only) divided into 3,60,00,000 (Three crore Sixty lakhs only) Equity Shares of Rs. 10/- each.

**During the financial year 2025-26, the Company received listing approval for 61,98,000 equity shares issued pursuant to the Initial Public Offering (IPO), pursuant to which the paid-up share capital of the Company increased to Rs. 15,56,61,600/-.

**Subsequently, during the financial year 2025-26, the Company allotted 26,02,000 equity shares pursuant to the conversion of warrants into equity shares. Accordingly, the paid-up share capital of the Company stood increased to Rs. 18,16,81,600/- as on 31st March, 2026.

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

As on 31st March, 2026, M/s. Retaggio Trading Services LLP held 28.90% of the paid-up equity share capital of the Company. Pursuant to the allotment of equity shares under the Preferential Issue, the shareholding of M/s. Retaggio Trading Services LLP was diluted, resulting in cessation of its status as the Holding Entity of the Company.

During the financial year under review, the Company did not have any subsidiary or associate company, and no company became or ceased to be a subsidiary or associate company of the Company.

Subsequent to the closure of the Financial Year, Lodha Heritage Private Limited was incorporated as a subsidiary of Retaggio Industries Limited. Pursuant to its incorporation and acquisition of the requisite shareholding, Lodha Heritage Private Limited became a subsidiary company of Retaggio Industries Limited.

10. CHANGE IN NATURE OF BUSINESS:

There is no change in the Nature of Business of the company during the year under review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31st March, 2026, the Companys Board has five directors comprising of One Executive Director, Two Non-Executive Directors including one Woman Director 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. Narendra Singh Chouhan, appointed as an Additional Director of the company w.e.f. 08th July, 2025; Mr. Noratan Singh Rao has resigned from the post of Director & Chief Financial Officer of the company w.e.f. 11th December, 2025; Mr. Savinay Lodha, appointed as Chief Financial Officer of the Company w.e.f. 11th December, 2025;

Other than the above, there has been no change in the constitution of Board during the year under review.

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 31st March, 2026 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 2025-26 a separate meeting of Independent Directors was held on 27th March, 2026 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. Savinay Lodha, Chief Financial Officer (w.e.f. 11th December, 2025);
3. Ms. Nayan Mehta, Company Secretary & Compliance Officer (w.e.f. 12th March, 2025).

12. NUMBER OF MEETINGS OF THE BOARD:

The Board met 17 (Seventeen) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on 31st March, 2026, the Board has constituted the following committees:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

14. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 27th March, 2026, 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.

15. 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.

16. 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.

17. 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 2025-26.

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

18. 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.

19. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2025-26, Corporate Social Responsibility is not applicable to the company.

Subsequent to the closure of the financial year 2025-26, the Company became subject to the provisions of Section 135 of the Companies Act, 2013, read with the rules made thereunder, upon meeting the prescribed applicability criteria. Accordingly, the Board of Directors, at its meeting held on 15th May, 2026, constituted the Corporate Social Responsibility Committee and approved the Corporate Social Responsibility Policy of the Company in accordance with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

20. 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".

21. CORPORATE GOVERNANCE:

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as an "Annexure B".

A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

22. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31st March, 2026 is available on the Companys website http://retaggioindustries.com/.

23. 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 2025-26 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.

In accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder, all transactions entered into by the Company with related parties during the financial year 2025-26 were in compliance with Section 188 of the Act, being in the ordinary course of business and at arms length basis accordingly disclosure under form AOC-2 is not required.

24. 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 30th 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.

25. SECRETARIAL AUDITORS & AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, M/s. Nishant Bajaj & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2025-26. The Secretarial Audit Report for the year under review is provided as "Annexure-C" of this report.

Further, pursuant to the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), M/s. Nishant Bajaj & Associates, Practicing Company Secretaries (C.P. No. 21538; Peer Reviewed Firm No. 2582/2022), tendered their resignation as Secretarial Auditor of the Company on 26th August, 2026. The Board of Directors has taken note of and accepted the said resignation.

In view of the above, the Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of M/s. NNJ & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company for a first term of five consecutive financial years commencing from Financial Year 2026-27 to Financial Year 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting.

M/s. NNJ & Co., Practicing Company Secretaries, have confirmed their eligibility and consent to act as the Secretarial Auditor of the Company and have further confirmed that they are not disqualified from being appointed as Secretarial Auditor and are eligible to hold office in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

26. INTERNAL AUDITORS & AUDITORS REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed Mr. Vinaykumar Yadav, as the Internal Auditor of the Company for financial year 2025-2026.

The observations made in the Internal Auditors Report are self-explanatory and therefore do not call for any further comments.

27. 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 D" to this Report.

28. 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

29. 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/.

30. 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.

31. 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).

32. 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.

33. 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.

34. 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 31st March, 2026. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

35. RAISING OF FUNDS BY ISSUANCE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

Pursuant to the approval of the shareholders accorded at the Extra-Ordinary General Meeting held on 11th December, 2025, the Company allotted 26,02,000 equity shares upon conversion of 26,02,000 out of the 1,91,10,000 convertible warrants issued on a preferential basis, in different tranches. The equity shares, having a face value of Rs. 10/- each, were issued at a price of Rs. 26/- per share, including a premium of Rs. 16/- per share, to the Promoters and Non-Promoters for cash consideration, pursuant to the exercise of the conversion option attached to the said warrants.

Subsequent to the end of the financial year, the Company allotted 23,20,000 (Twenty-Three Lakh Twenty Thousand) equity shares pursuant to the conversion of 23,20,000 convertible warrants issued on a preferential basis. The said allotment resulted in a corresponding increase in the paid-up share capital of the Company i.e. Rs. 20,48,81,600/-.

The aforesaid allotment was made on a preferential basis in accordance with the provisions of Sections 42 and 62 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.

36. MATERIAL CHANGES AND COMMITMENTS:

There were no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, other than those which have been appropriately disclosed in the relevant sections of this Report.

37. 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.

38. 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.

39. 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.

40. 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.

41. 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.

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

During the year under review, the Company has not received any amount by way of loan or otherwise from its Directors or their relatives. Accordingly, the provisions relating to funds received from Directors and their relatives under the Companies (Acceptance of Deposits) Rules, 2014 are not applicable to the Company.

43. 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.

44. 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.

45. 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.

46. 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 31st March, 2026 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.

47. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) 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.

48. 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.

FOR RETAGGIO INDUSTRIES LIMITED

Date: 26th August, 2026

Place: Mumbai

Sd/-

Savinay Lodha

Managing Director

DIN: 02634124

Address: 504 Shakti Mistry complex, JB Nagar Andheri (East), Mumbai 400059.

Sd/-

Nidhi Lodha Director

DIN: 09461614

Address: 504 Shakti Mistry complex, JB Nagar Andheri (East), Mumbai 400059.