Cantabil Retail India Ltd

Dear Members

The Board of Directors has immense pleasure in presenting its 36^th Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the year ended on March 31,2024.

Your Company M/s Cantabil Retail India Limited was incorporated on February 09,1989 a well- known brand in retailing and manufacturing of readymade garments. Today it ranked among the top 1000 most valuable companies with its shares listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

Financial results for the year under review are summarized below: (Rs.ⁱⁿ Lakhs)

The financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) as defined in Rule 2(1) (a) of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, prescribed under Section133 of the Companies Act, 2013.

There has been no change in the nature of business during the reporting period.

The management is happy to report that we have crossed milestone of 550 Exclusive Brand Outlets in July 2024 and all our sales channels are fully functional.

The Company has achieved total revenue of Rs. 61648.60 (lakhs) in financial year 2023-24 and Profit after tax (PAT) of Rs. 6222.29 (lakhs).

Despite an inhibitive business environment during FY24, your Company's retail network stands at 534 Showrooms/ Stores as on March 31,2024.

Indian fashion industry is slated to be the sixth largest market in the world. In recent years, private labels have emerged as the rising stars of retail and e-commerce. Private labels or in-house brands, typically offer shoppers value for money while earning higher margins for retailers with potential to develop into self-sustaining brands. There is also a growing emphasis on enriching customer experience. Window displays, in-store ambience, coordinated product displays, lighting, music and communication help build brand presence and awareness.

The retail sector in India is emerging as one of the largest sectors in the economy. It contributes to over 10% to GDP and 8% to employment. India's high growth potential compared to global peers has made it a highly favorable destination.

During the period under review, the Company has added 87 new stores and at the end of the year, Cantabil had 534 stores operational across India. We are evaluating numerous emerging micro markets with significant growth potential across India to pursue a disciplined expansion strategy with strong focus on store level economics. We also conduct active store optimization programs which involve identifying brand diluting stores and refreshing them with newer stores in more attractive micro-markets. We believe that our stores in addition to being a venue to sell our products also give us a direct connection to our customers. This is very valuable to us in building our brands.

While store expansion is a key growth lever for us, maintaining the quality of stores and ensuring consistent customer experience is equally important to us. As an ongoing initiative to emphasize contemporary look & feel and improve consistency of brand experience across the store, we focused on the store modernization program. Efficient utilization of retail space is one of our key initiatives.

The financial year under review was witness to sustainable growth. Operations and manufacturing are well equipped to meet the demand for coming years with capacity enhancement increase in few areas.

As permitted under the provisions of the Companies Act, 2013, the Board has not transferred any amount to the general reserves during the year.

There are no Material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

The Company had declared interim dividend of Rs. 0.40/- (20%) per equity share in its Board Meeting held on February 07, 2024. The payment of interim dividend was within the time limit prescribed in the Companies Act, 2013.

The Board at its meeting held on August 13,2024 has also recommended, a final dividend of Rs. 0.50/- (25%) per equity share of face value of Rs. 2 each for the Financial Year ended on March 31, 2024, which is payable after Shareholders' approval at the (36th) thirty Sixth Annual General Meeting of the Company. The final dividend, if approved, will be paid on or before October 14,2024.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of Dividend after deduction of tax at source, as may be applicable.

The total dividend on equity shares for FY 2023-24, if approved by the shareholders, would aggregate to Rs. 7,52,74,236/-.

As per Regulation 43A of the Listing Regulations, top 1000 listed companies are required to formulate a Dividend Distribution Policy. Accordingly, your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board determining the distribution of dividend to its shareholders. The policy is attached with this report as ANNEXURE-7 and also available on the website of the Company at the link i.e. https://www.cantabilinternational.com/investor_policies/

During the year under review, pursuant to the approval of Members in the Annual General Meeting on September 28, 2023, the Issued, Subscribed and Paid-up Equity Share Capital existing on the Record Date (i.e. November 2, 2023) was sub-divided/split from 1 (One) Equity Share having face value of Rs.10/- each fully paid-up, into 5 (Five) Equity Shares having face value of Rs. 2/- each fully paid-up.

Pursuant to the shareholders' approval received at Extraordinary General Meeting held on February 14,2024, your Company has issued 2,000,000 equity shares of the face value of Rs. 2 each, at a price of 252/- per equity share (at a premium of Rs. 250 per equity share), aggregating to Rs. 5040.00 Lakhs to Think India Opportunities Master Fund LP, for cash consideration, by way of a preferential issue

on a private placement basis in terms of provisions of Section 42,62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Post completion of the issuance, the equity paid up share capital of the Company has increased from 81,638,040 Equity Shares of Rs. 2/- each to 83,638,040 Equity Shares of Rs 2/- each. There was no Change in Authorized Share Capital of the Company during the year under review.

The paid-up capital of the company as on March 31,2024 was Rs.167,276,080/-. Pursuant to the approval of Members in the Annual General Meeting on September 28, 2023 for sub-division/split of Equity Shares of the Company from 1(One) Equity Share having face value of Rs 10/- each fully paid-up, into 5 (Five) Equity Shares having face value of Rs 2/- each fully paid-up, the Authorized Share Capital of the Company stood sub- divided/split from 170,000,000/- (Seventeen Crore only) divided into 17,000,000 (One Crore Seventy Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to

170.000. 000/- (Seventeen Crore only) divided into

85.000. 000 (Eight Crore Fifty Lakhs) Equity Shares of face value of Rs 2/- (Rupees Two only) each.

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was increased/changed from 163,276,080/- (Sixteen Crore Thirty Two Lakh Seventy Six Thousand Eighty Only) divided into 16,327,608 (One Crore Sixty Three Lakh Twenty Seven Thousand Six Hundred Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to 167,276,080/- (Sixteen Crore Seventy Two Lakh Seventy Six Thousand Eighty only) divided into 83,638,040 (Eight Crore Thirty Six Lakh Thirty Eight Thousand Forty) Equity Shares of face value of Rs 2/- (Rupees Two only) each.

Pursuant to the shareholders' approval received at Extraordinary General Meeting held on February 14,2024, your Company has issued 2,000,000 equity shares of the face value of Rs. 2 each, at a price of 252/- per equity share (at a premium of Rs. 250 per equity share), aggregating to Rs. 5040.00 Lakhs to Think India Opportunities Master Fund LP, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42,62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Post completion of the issuance, the equity paid up share capital of the Company has increased from 81,638,040 Equity Shares of Rs. 2/- each to 83,638,040 Equity Shares

of Rs 2/- each. There was no Change in Authorized Share Capital of the Company during the year under review.

The company does not have any subsidiary, joint venture or associate company during the period of reporting.

There was no change in the nature of the business of the Company during the Financial Year ended on March 31, 2024.

The Secretarial Standards, i.e. SS-1, SS-2 and SS-3 relating to Meetings of the Board of Directors, General Meetings and Dividend respectively, have been duly complied by the Company.

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Company's core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, the Directors cumulatively at the Board level, advocate good governance standards at Cantabil. Cantabil has been built on a strong foundation of good corporate governance which is now a standard for all operations across your Company. Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed.

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Practicing Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in the Listing Regulations as on March 31,2024.

The Chairman & Managing Director of the Company has given a declaration that the members of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of the Board of directors and Senior Management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

Your Company has embedded in its core business philosophy, the vision of societal welfare and environmental protection. Responsible business characterizes its policies, practices and operations. As a believer in the principle of transparency, Cantabil publishes its Business Responsibility and Sustainability Report, as a part of its annual report, in accordance with Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company LODR Regulations. The Business Responsibility and Sustainability Report is also available on the Company's website http://www.cantabilinternational.com.

During the period under review, the company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 made thereunder.

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE), and BSE Limited (BSE).The listing fees for the Financial Year 2024-25 have been paid bythe Company withinthe stipulated time.

SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, With effect from January 1, 2022, the top 1000 listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance ('D and O insurance') for all their independent directors of such quantum and for such risks as may be determined by its Board of Directors.

Pursuant to this amendment, your company has taken the policy of all the independent directors.

The Composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations; with an optimum combination of Executive Director, NonExecutive Non-Independent Directors, Independent Directors and Women Directors. The members of the Company in their 35th AGM held on September 28, 2023 have approved the re-appointment of the following Directors: - a) Mr. Vijay Bansal (DIN - 01110877) as Chairman and Managing Director of the Company for a further period of 3 (three) years with effect from April 1, 2024, b) Mr. Deepak Bansal (DIN - 01111104) as a Whole Time Director of the Company for a further period of 3 (three) years with effect from April 1,2024, liable to retire by rotation.

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Mr. BasantGoyal, Whole Time Director (DIN: 07659491) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The Board has recommended his reappointment to shareholders.

The Board of Directors in its Meeting held on August 13, 2024, on the recommendation of Nomination and Remuneration Committee subject to the approval of members at the ensuing Annual General Meeting have approved the Appointment of the followings: 1. Appointment of Mr. Lalit Kumar (DIN:00025150) as NonExecutive Independent Director of the Company; not liable to retire by rotation, to hold office for a period of 5 (five) consecutive years with effect from August 13, 2024 on such terms and conditions as set out in Explanatory Statement annexed to the Notice of AGM; 2. ReAppointment of Mr. Rajeev Sharma (DIN: -08528048) as Non-Executive Independent Director of the Company; not

liable to retire by rotation, to hold office tor a period of 5 (five) consecutive years with effect from September 26, 2024 on such terms and conditions as set out in Explanatory Statement annexed to the Notice of Annual General Meeting 3. Appointment of Ms. Arpana Jain (DIN- 01034469) as Non-Executive Women Independent Director of the Company; not liable to retire by rotation, to hold office for a period of 5 (five) consecutive years with effect from August 13,2024 on such terms and conditions as set out in Explanatory Statement annexed to the Notice of Annual General Meeting.

A brief resume of the Director(s) proposed to be appointed/ re-appointed, his/her expertise in specific functional areas, names of companies in which he/she holds directorship, Committee membership/s / Chairmanship/s and shareholding etc. as stipulated under the Secretarial Standard-2 issued by the ICSI and Regulation 36(3) of the Listing Regulations, are appended as an Annexure to the Notice of the ensuing Annual General Meeting. As on March 31,2024, Mr. Vijay Bansal (DIN -01110877) - Managing Director, Mr. Deepak Bansal (DIN -01111104) - Whole-Time Director, Mr. Basant Goyal (DIN- 07659491) - Whole-Time Director, Mr. Shivendra Nigam, Chief Financial Officer and Ms. Poonam Chahal, Company Secretary are the Key Managerial Personnel (KMP) of your Company.

Further, no directors / KMPs other than mentioned above were appointed or resigned during the year. Therefore, your Board is maintained with optimum combination of Executive and Non-Executive/Independent Directors. As on March 31, 2024, the Company has 1 (One) Managing Director, 2 (Two) Whole Time Directors and 3 (Three) NonExecutive Independent Directors including 1 (One) Woman Independent Director. The composition of the Board represents an optimal mix of Professionalism, Knowledge, Experience and Expertise in varied fields enabling it to discharge its responsibilities and provide effective leadership for long term vision with highest standards of the governance. Further, none of the Directors other than Mr. Vijay Bansal, Managing Director and Mr. Deepak Bansal, Whole time Director of the Company, are related inter-se, in terms of Section 2(77) of the Act including Rules framed there under.

Based on the confirmation/ disclosures received from the Directors and evaluation of the relationships disclosed, the Company is having following Independent Directors, in terms of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Section 149(6) of the Companies Act, 2013 on its Board:-

Each of the Independent Director has submitted their declaration that he /she meets the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.There has been no change in the circumstances affecting their status as independent directors of the Company. There was no appointment/re- appointment of Independent Director during the year under review.

During the year no new Independent Director was appointed on the Board of Directors of the Company, therefore the statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year is not applicable.

A certificate has been received from M/s DPV & Associates, LLP Company Secretaries that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of companies by SEBI, Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority.

As required under section 134(3) (c) and section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the Annual Accounts for the year ended as on March 31, 2024, the applicable Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended on March 31,2024 on a' Going Concern' basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board meets at regular intervals to discuss and decide on Company / Business Policy and Strategy apart from other Board businesses. The Board / Committee Meetings are scheduled in compliance with the provisions of the Companies Act, 2013 and the requirement of the Listing Agreement/ Regulations and the Notice of the Board/ Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

Usually, meetings of the Board are held in Delhi. The Agenda of the Board / Committee meetings includes detailed notes on the items to be discussed at the meeting is circulated at least a week prior to the date of the meeting.

The Board met six times during the financial year 20232024 viz., on May 15, 2023; (ii) August 12, 2023; (iii) October 21, 2023; (iv) October 31, 2023; (v) January 18, 2024; and (vi) February 07,2024.

Detailed information on the meetings of the Board is included in the report on Corporate Governance, which forms part ofthis Annual Report.

There are 6 (six) Committees of the Board viz: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Miscellaneous Committee and Risk Management Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the “Report on Corporate Governance”, a part of this Annual Report.

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3) based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/Whole-time Directors), Key-Executives and Senior Management and the Remuneration of other Employees. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Director's qualifications, positive attributes, independence of Directors and other related matters as provided under Section178(3) of the Companies Act, 2013 is furnished in ANNEXURE-1 and forms part of this Report.

The Remuneration Policy adopted by your Company is available on company's website https://www.cantabilinternational.com/investor_policies/

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The framework was developed to give all Board members an opportunity to evaluate and discuss the Board's performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

Further, the detailed criteria for performance evaluation of Independent Directors are available on company's website at https://www.cantabilinternational.com/investor_policies/

In respect of the Financial Year ended on March 31,2024, the Board conducted its self-evaluation that of its Committees and all of its individual Members. Some of the parameters which were taken into account while conducting Board evaluation were: Board Composition in terms of its size, diversity; Board processes in terms of communication; Disclosure of information such that each Board meeting includes an opportunity for learning about the organization's activities through various presentations made to the Board on corporate functions, business vertical; Accessibility of the Product Heads/ Factory Heads to the Board, wherever required, for informed decision-making. The evaluation of each of the Board Committees were done on parameters such as whether key items discussed in the Committee are suitably highlighted to the Board, whether Committee effectively performs support functions to the Board in fulfilling its responsibilities etc.

The performance evaluation of the Chairman and the NonIndependent Directors were carried out by the Independent Directors, considering aspects such as Effectiveness as Chairman in developing and articulating the strategic vision of the Company, Demonstration of ethical leadership, displaying and promoting throughout the Company a behavior consistent with the culture and values of the organization, Contribution to discussion and debate through thoughtful and clearly stated observations and opinions; Creation of a performance culture that drives value creation without exposing the Company to excessive risk.

The performance evaluation of the Independent Directors was carried out by the entire Board, other than the

Independent Director concerned, taking into account parameters such as - refrain from any action that may lead to loss of independence; refrain from disclosing confidential information, including commercial secrets, technologies, unpublished price sensitive information, sales promotions plans etc. Support to CMD and executive directors in instilling appropriate culture, values and behavior in the Boardroom and beyond, well informed about the Company and the external environment in which it operates, moderate and arbitrate in the interest of the Company as a whole in situations of conflict between management and shareholders' interest etc.

It was assessed that the Board as a whole together with each of its Committees was working effectively in performance of its key functions- providing strategic guidance to the Company, reviewing and guiding business plans and major plans of action, ensuring effective monitoring of the management and overseeing risk management function. The Board is kept well informed at all times through regular communication and meets once per quarter and more often during times of rapid growth or if Company needs merit add intimation oversight and guidance. Comprehensive agendas are sent to all the Board Members well in advance to help them prepare and keep the meetings productive. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all business aspects by way of presenting specific performance of each product category and corporate function from time to time. The performance of the Chairman was evaluated satisfactory in the effective and efficient discharge of his role and responsibilities for the day to day management of the business in line with the strategy and long term objectives. The Executive Directors and Non-executive Directors provided entrepreneurial leadership of the Company within a framework of prudent and effective controls with a balanced focus on policy formulation and development of operational procedures. It was acknowledged that the management provided sufficient insight to the Board in keeping it up-to-date with key business developments which was essential for each of the individual Directors to maintain and enhance their effectiveness.

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. The format

of the letter of appointment/re-appointment is available on our website at the link https://www.cantabilinternational.com/independent- directors/. Sessions are conducted at the meetings of the Board and its various Committees on the relevant subjects such as strategy, Company performance, financial performance, internal financial controls, risk management, plants, retail, products, finance, human resource, capital expenditure, CSR, Compliances etc. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, the Company's business model and relevant changes in the law governing the Company's business. The details of the programs/sessions conducted for familiarization of Independent Directors can be accessed on the Company website at the link https://www.cantabilinternational.com/independent- directors/.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

NIL

There was no transfer of shares during the year under review.

During the year under review, the Company has transferred the unclaimed dividend to the unpaid divided account.

Year-wise amounts of unpaid / unclaimed dividends transferred to unpaid dividend account, is also available on Company's website at https://www.cantabilinternational.com/dividend/.

The Board of Directors of the Company formulated the Board Diversity Policy according to the provisions of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, draft of which is available on company's website at https://www.cantabilinternational.com/investor_policies/

The Company's policy on appointment of directors is available on http://www.cantabilinternational.com.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report (ANNEXURE-1) and is also available on https://www.cantabilinternational.com/investor_policies/

Statutory Auditors In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s Suresh & Associates, Chartered Accountants (ICAI Firm Registration No.-0003316N) were appointed as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 34^th AGM till the conclusion of 39^th AGM of the Company.

However, M/s Suresh & Associates, have tendered their resignation w.e.f. August 13, 2024 and M/s Walker Chandiok & Co LLP has been appointed as statutory auditor of the Company to fill the casual vacancy until the conclusion of 36^th Annual General Meeting.

Further, as per provisions of Section 139(1) of the Companies Act, 2013, on the recommendation of Audit Committee, the Board of Director, subject to the approval of members in the ensuing Annual General Meeting, approved the appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. No.001076N/ N500013) as Statutory Auditors of the Company to hold office for a period of 5 years w.e.f. the conclusion of the 36th Annual General Meeting till the conclusion of the 41^st Annual General Meeting. The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of 5 (Five) years term.

The observation made by the Auditors with reference to notes on accounts for the year ended on March 31,2024 are self -explanatory and therefore do not call for any further comments under section 134 of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Suresh & Associates, Chartered Accountants.

The Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder, as amended form time to time.

The Board had re-appointed M/s DPV & Associates LLP, Company Secretaries for carrying out Secretarial Audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-2025.

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors of the Company had appointed M/s DPV & Associates, LLP, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended on March 31,2024. The report of the secretarial auditors is annexed as a part to this report as ANNEXURE-2.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditors in their report.

As specified in Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is not engaged in the business of production of goods or providing of services. Accordingly, the requirement of maintaining cost records in accordance with Section 148(1) of the Act read with the aforementioned Rules are not applicable to the Company forthe period under review.

As per Section 138 of the Companies Act, 2013, the company being a listed entity is required to have Internal Auditor. Thus, Company had re-appointed M/s Grant Thornton Bharat LLP as its Internal Auditor for the financial year 2023-24.

However, Company has appointed M/s Deloitte Touche Tohmatsu India LLP as its Internal Auditor during the year under review for a period of three years from the financial year 2024-25 till the financial year 2026-2027.

The Company's financial discipline and prudence is reflected in the strong credit ratings prescribed by rating agency (ICRA). Credit rating was reaffirmed/by ICRA for the financial year 2023-2024.

The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

None of the Directors of your Company is disqualified as per provision of Section 164(2) of Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Audit committee held Four (4) meetings during the year viz., (i) May 15, 2023; (ii) August 12, 2023; (iii) October 31,2023; and (iv) February 07,2024.

The Audit Committee functions in terms of the powers and role delegated by the Board of Directors keeping in view the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, have been described separately under the head Audit Committee in Report of Corporate Governance.

The members of the Audit Committee for the year under review are;

• Mrs. Renu Jagdish Chairperson of the Committee has adequate financial and accounting knowledge.

• The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to the Managing Director to attend the meeting as and when required.

Ms. Poonam Chahal, Company Secretary, is Secretary of the Audit Committee.

Pursuant to Section 135 of the Companies Act, 2013 and rule made there under, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The details of the Composition of the Committee are set out in Corporate Governance Report which forms part of this report. The Committee has adopted a Corporate Social Responsibility Policy.

Corporate Social Responsibility (CSR) is an integral part of our culture. The Company strongly believes in the “what comes from the community should go back many times”. One of the key features of our CSR projects is focus on participatory and collaborative approach with the community. The Company continues to emphasize on implementation of key areas denoted and chosen in its sustainability. The Company has spent Rs.109.13 Lakhs, which is more than the amount of 107.61 Lakhs required to be spent, towards the CSR projects for the Financial Year 2023-24.Details of our CSR are available on our website https://www.cantabilinternational.com/csr-2/

The Annual Report on CSR activities is attached as “ANNEXURE-3”.

The Company has constituted a committee and formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

Company has identified various strategic, operational,

financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company. The Risk Management Policy is available on company's website at https://www.cantabilinternational.com/investor_policies/

Your Company has adopted a policy of Prohibition of Insider Trading with a few to regulate trading in shares of the Company by Designated Person and their immediate relatives. The said policy is available on the website of the Company at https://www.cantabilinternational.com/investor_policies/

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism to the Directors, employees, and other stakeholders of the Company to approach the Chairman of the Audit Committee / Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

The Whistle Blower Policy is available on the website of the Company https://www.cantabilinternational.com/investor_policies/

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 the Act and the rules made thereunder.

The Company in its endeavor for zero tolerance towards sexual harassment at the workplace has in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 adopted the “Policy on redressal of Sexual Harassment”. An Internal Complaints Committee has been constituted under the policy which provides a forum to all female personnel to lodge complaints (if any) there with for redressal. The Committee submits an Annual Report to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by

it and also reporting to local authority.

During the year, no complaint was lodged with the Internal Complaints Committee (ICC). In order to fulfill the desired utility of the Committee and make the Policy meaningful, the Committee meets at specified intervals to take note of useful tools, mobile applications, media excerpts etc. that enhance security of female employees. The same are circulated within the organization to encourage general awareness. In its endeavor to ensure the spirit of law, during the Financial Year 2023-2024, the ICC continued to undertake interactive sessions from time to time. The interactions were primarily aimed at understanding as to how comfortable female employees are working in the organization especially from safety point of view and how forthcoming would they be, in raising their voice if they are put in an undesirable situation. The Company is an equal employment opportunity employer and is committed to provide a safe and conducive work environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment. No complaint was received by ICC during FY24.

It is our constant endeavor to ensure that we provide harassment free, safe and secure work environment to all employees specially women.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is available on Company's website at https://www.cantabilinternational.com/investor_policies/ The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm's Length.

Related party transactions are reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The company has developed a related party transactions manual, standard operating procedures for the purpose of identification and

monitoring of such transactions.

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm's length basis. The Company has entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 with the approval of the Audit Committee.

There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders' approval under the Listing Regulations.

All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under applicable law and only those who were Independent Directors and members of the Audit Committee approved the same.

Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 in the prescribed form (Form AOC-2) are attached as ANNEXURE-4.

Your Company has not given any loans, guarantee or provided any security during the year under review.

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-5.

The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary atinvestors@cantabilinternational.com

In terms of Sections 92(3) and 134(3) (a) of the Act, annual return as on 31^st March 2024 is available on Company's website at

https://www.cantabilinternational.com/annual-return/.

The NEAPS & Digital Exchange is a web based application designed by NSE for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, press releases, announcements, corporate actions etc. are filed electronically on NEAPS.

The Listing Centre of BSE is a web based application designed by BSE for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, press releases etc. are also filed electronically on the Listing Centre.

The investor complaints are processed in a centralized web based complaints redress system. The system enables centralized database of all complaints, online uploading of action taken reports (ATRs) by the concerned companies and online viewing by investors of actions taken on their complaint and current status. Your company is also registered on SCORES and there was no complaint filed by any investor during the year under review.

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2024.

During the year under review many programs were deployed to augment the capacity of your Company's

human resources. Technology and automation in Human Resource Management enabled the analytics-driven, every employee experiences consistency in HR practices and policies across the Company. The HR initiatives continue to focus on hiring the talent with the right attitude, develop and groom them and build the leadership pipeline. We have shifted our needle towards grooming out internal talent and were able to successfully fill few senior roles through internal talent. We are also striving to bring in more women employees at senior roles. We have also worked towards becoming a performance- driven organization. The company has well-crafted and employee-friendly HR policies, and hence it enjoys a cordial relationship with its employees. We have not experienced any major work stoppages due to labour disputes or cessation of work in the last many years. It continues to emphasize and focus on safety and security at the workplace by prescribing policies and procedures, creating awareness and imparting pieces of training to the workforce. It also has an established mechanism that fosters a positive work environment that is free from harassment of any nature. Prevention of sexual harassment initiative framework is in place to address the complaints of harassment at the workplace.

Your Company has on a continuous basis endeavored to increase awareness among its stakeholders and in the market place about the Company's strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc. Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors material weakness in the design or operation was observed.

Information in accordance with the provisions of Section134(3) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules, 2014 and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in ANNEXURE-6:

Your Directors state that no disclosure or reporting is required in respect of the following(s), as there were no transactions have been done w.r.t. these items:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No Issue of Employee Stock Option has been made.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its holding company.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Banks, Government Authorities, and Business Associates and shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.