RattanIndia Enterprises Ltd

Dear Shareholders,

Your Directors present to you the Fourteenth Annual Report and the Audited Statement of Accounts of the Company for year ended March 31,2024

Financial Results (H in millions)

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire profits for FY 2023-24 in P&L account and therefore total profit of H5,108.19/- Million for the FY 2023-24 has been transferred to Retained Earnings. The closing balance of the Retained Earnings which forms a part under the head Other Equity in the Financial Statement of the Company for 2023-24, after all appropriations and adjustments is H1,459.88/- Million on Consolidated basis and H2,618.99/- Million on Standalone basis.

BUSINESS REVIEW

During the year under review, the Company has earned net profit of H5,108.19/- Million.

The Company is into the business of manpower/human resource supply and consultancy, payroll management services, technology business and other related activities.

During the financial year, the Company had entered into a Business Transfer Agreement with RattanIndia Technologies Private Limited to purchase its Technology Segment and is providing services to the Company's subsidiaries to develop their technology platforms.

Company's criteria for selecting the new-age businesses are low capital expenditure requirement, low debt, clean tech, non-polluting industries (ESG compliant), rapidly scalable, direct to consumer engagement, profitable from beginning, etc. In light with the stated objective, the Company through its subsidiaries, has forayed into businesses like e-commerce, fintech, drones and electric vehicles, details of which can be referred to in the Chairman's Message and Management Discussion and Analysis report.

CHANGE IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the Financial Year 2023-24, there was no change in the object clause of Memorandum of Association of the Company.

DIRECTORS/ KEY MANAGERIAL PERSONNEL(KMP) DETAILS

During the financial year:

(i) Mr. Amit Jain (PAN: AFKPJ7410C) resigned from the post of Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. May 19, 2023, due to personal reasons and Mr. Vinu Balwant Saini (PAN: AFSPB8478G) was appointed as Chief Financial Officer and a Key Managerial Personnel by the Board w.e.f. May 20, 2023.

(ii) Mr. Vinu Balwant Saini (PAN: AFSPB8478G) resigned from the post of Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. August 23, 2023, due to personal reasons and Mr. Ashok Kumar Sharma (PAN: APWPS6094P) was appointed as Chief Financial Officer and a Key Managerial Personnel by the Board w.e.f. August 24, 2023.

Post closure of the financial year:

(i) Mr. Jayant Khosla was appointed as Chief Executive Officer and Key Managerial Personnel of the Company w.e.f. April 9, 2024.

(ii) Mrs. Anjali Nashier was re-designated as Co-Chairperson of the Company effective from April 9, 2024.

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Anjali Nashier (DIN: 01942221), would be retiring as a director by rotation and being eligible for re-appointment, has offered herself for the same. The matter as to reappointment of Mrs. Anjali Nashier, as a director of the Company liable to retire by rotation has been included in the Notice convening the Annual General Meeting of the Company for the financial year 2023-24, for the approval of the members of the Company and her detailed profile is given in the Corporate Governance Report forming part of the Annual Report.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Mr. Rajesh Kumar, Whole Time Director; Mr. Ashok Kumar Sharma, Chief Financial Officer; and Mr. Rajesh Arora, Company Secretary of the Company. Post closure of the financial, Mr. Jayant Khosla was appointed as Chief Executive Officer w.e.f. April 9, 2024.

It would be pertinent to mention here that:

(a) In compliance with the requirement of Regulation 17 (1D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, approval of the members of the Company would be sought in the ensuing Annual General Meeting, to the continuance of Mr. Rajiv Rattan as a Director of the Company.

(b) Mr. Sanjiv Chhikara and Mr. Jeevagan Narayana Swami Nadar, Independent Directors, would be completing their second tenure as such on September 25, 2024 and hence cease to be the Directors of the Company from such date.

Details of the various committees along with the meetings held during the financial year 2023-24, are given in the "Report on the Corporate Governance" of the Annual Report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (LODR) Regulation, 2015, Certificate from the Mr. Sanjay Khandelwal Practicing Company Secretary that none of the Company's Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

Dr. Virender Singh and Mr. Ajay Kumar Tandon, were appointed as an Additional Directors and Independent Directors on September 3, 2024, for a period of five years commencing from the said date, subject to the approval from the shareholders of the Company. Pursuant to Section 161 of the Companies Act, 2013 read with Regulation 17(1C) of SEBI Listing Regulations, Dr. Virender Singh and Mr. Ajay Kumar Tandon shall hold office upto the date of ensuing Annual General Meeting of the Company unless their appointment as such is confirmed by the shareholders at the ensuing AGM.

DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Sanjiv Chhikara, Mr. Jeevagan Narayana Swami Nadar, Mrs. Pritika Poonia, Dr. Virender Singh and Mr. Ajay Kumar Tandon are the Independent Directors of the Company as on the date of report.

The Company has received declarations from the Independent Directors to the effect that:

(a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date ("Listing Regulations")

(b) they have got themselves registered in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the said data bank and have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

(c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties.

(d) they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company's Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarization for the Independent Directors about the nature of the Industry, Business model, Roles, Rights and Responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarization Programme for Independent Directors are available at the Company's website https://rattanindia.com/wp-content/ uploads/2022/08/4-familiarization-programme-for- independent-directors-1.pdf

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company's Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company's website at the web-link https://rattanindia.com/wp- content/uploads/2022/09/rel-succession-policy-for- appointments-to-the-board-and-senior.pdf

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the abovementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors and its Committees and of individual Directors was conducted in accordance with the provisions of the Act and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

Pursuant to Schedule II, Part D of Listing Regulations, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of appointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participated.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of Listing Regulations, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board Performance of the Board as a whole and its Members and other required matters.

The performance of Non - Executive Directors (NEDs), the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year, Nine (9) meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided in the Corporate Governance Report.

The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013, Rules made thereunder, and Secretarial Standard 1 on Board Meetings issued by the Institute of Company Secretaries of India read with MCA circulars, as issued from time to time.

Pursuant to Code of Independent Director prescribed under the Companies Act,2013, a separate meeting of the Independent Directors of the Company was held on August 9, 2023, without the attendance of all NonIndependent Directors and members of the management of the Company at the meeting.

Independent Directors at their meeting, have also reviewed the quality, content, and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to perform and discharge their duties effectively and reasonably.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of the Companies Act, 2013, the Company has in place, a well-defined and well structured, Corporate Social Responsibility Policy (CSR Policy) as drawn up by the Corporate Social Responsibility Committee ("CSR Committee") and approved by the Board.

The CSR Committee of the Company as on March 31, 2024, consists of three directors namely Mr. Sanjiv Chhikara, Independent Director, who is the Chairman of the Committee; Mrs. Pritika Poonia, Independent Director and Mr. Rajesh Kumar, Non-Independent Director. The Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors.

The CSR Policy of the Company lays down the various causes to which the Company would be making its CSR contribution, towards effectuation of the policy. The Company was not statutorily required to make any contributions towards CSR, during the year under review, there has been an average net loss. The CSR Policy of the Company has been uploaded on the website of the Company and is available at the link https://rattanindia. com/ril/corporate-social-responsibility-policy/. The Annual report on CSR forms a part of the Directors Report and is annexed hereto as Annexure-A.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board And its Powers) Rules, 2014, as amended upto date, a well formulated and meticulously framed policy has been in place in the Company which is followed in letter and spirit. The policy is uploaded on the website of the Company at the weblink: https://rattanindia.com/wp- content/uploads/2022/08/POLICY-ON-MATERIALITY-OF-

RELATED-PARTY-TRANSACTIONS-AND-DEALING-WITH-RELATED-PARTY-TRANSACTIONS.pdf

During the year under review all the related party transactions entered into by the Company were with the prior approval of the Audit Committee. All such transactions were at an arm's length basis and in the ordinary course of business of the Company and details of such transactions, forms a part of the financial statements of the Company for the financial year 2023-24, which forms part of the Annual Report. Certain transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties without the consent of the shareholders.

The details of such transactions form a part of the financial statements of the Company for the financial year 2023-24, which forms part of the Annual Report.

LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT

Please refer notes to the financial statement, for details of the loans, pursuant to and in terms of the provisions of Schedule V Para C clause (10)(m) of the Listing Regulation, which are in the nature of loans and advances to firms/ companies in which directors are interested.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place internal financial controls commensurate with the nature and size of business operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies. Internal Auditor along with external firms of Chartered Accountants carry out Audits as per Audit Calendar approved by the Audit Committee of the Company. Further, Cost Auditors, the Secretarial Auditors and the Statutory Auditors are also responsible for checks during the course of their respective audits. The Audit Committee reviews Audit Reports submitted by the internal Auditors. Suggestions for improvement are considered and the Audit Committee follows up the implementation of corrective actions. The Committee also meets the Company's statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations from time to time.

Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

RISK MANAGEMENT

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, a Risk Management Committee was constituted by the Board of Directors on June 18, 2021 comprising of Mr. Rajiv Rattan, a NonIndependent Director as the Chairman; Mr. Rajesh Kumar, a Non-Independent Director; Mr. Jeevagan Narayana Swami Nadar, Independent Director and Mr. Ashok Kumar Sharma as the other member, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular.

The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non-compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company.

PUBLIC DEPOSITS

During the year under review your company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.

DETAILS OF LOANS/GUARANTEES & SECURITIES / INVESTMENTS MADE BY THE COMPANY

Full particulars of the loans given, guarantees extended or securities provided, and the investments made by the Company in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder and have been adequately described in the notes to Financial Statements. The same is in consonance with the provisions of the aforesaid section.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the requirements of Section 129(3) of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

(a) Consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2024, were prepared, for being presented to the shareholders for approval along with the standalone financial statements of the Company for the said financial year.

(b) a separate statement containing the salient features of financial statements of the subsidiaries in the stipulated form AOC- 1 is also being annexed to the financial statements, as a part of the Annual Report.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://rattanindia.com/ril/audited- financial-statements-of-subsidiaries/.

DIVIDEND

No dividend has been recommended for the financial year 2023-2024. The "Dividend Distribution Policy" formulated in terms of and pursuant to the Regulation 43A of the Listing Regulations, forms part of the Annual Report, is available on the website of the Company: https://rattanindia.com/ wp-content/uploads/2022/08/Dividend-Distribution- Policy-RattanIndia-Enterprises-Limited.pdf

DETAILS OF SIGNIFICANT CHANGES

For Changes in the key financial ratio, please refer to Management Discussion and Analysis Report.

MATERIAL CHANGE AND FINANCIAL COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

Apart from the information provided/disclosures made elsewhere in the Directors' Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the end of the financial year of the Company i.e. March 31, 2024, till date of this Report.

SHARE CAPITAL

There was no change in the paid-up equity share capital of the Company during the Financial Year 2023-24.

As on March 31, 2024, the authorized share capital of the Company consist of H400,00,00,000 (Rupees Four Hundred Crores) divided into 200,00,00,000 (Two Hundred Crores) equity shares of face value of H2 each and the paid-up equity share capital of the Company is H276,45,39,184 (Rupees Two Hundred Seventy Six Crores Forty Five Lakh Thirty Nine Thousand One Hundred Eighty Four) divided into 138,22,69,592 (One Hundred Thirty Eight Crore Twenty Two Lakh Sixty Nine Thousand Five Hundred Ninety Two) equity shares of H2/- each.

HUMAN RESOURCES

Your Company believes that a progressive organization can attain its full potential by developing and maintaining a cordial work culture that promotes happiness at workplace. Our constant endeavors are on sustaining an engaged and skilled workforce that is capable of delivering on the commitments to our stakeholders in order for us to remain 'future ready' structurally, financially and culturally.

Your Company continued the people framework of 6 levels - Culture, Capability, Capacity, Compassion, Collaboration and Contribution to meet dynamic business requirements towards building a high performing and caring organization. Our human capital has played a pivotal role in shaping what the Company is today.

EMPLOYEE HEALTH & SAFETY

Your Company is consciously committed to health and safety of all employees and other stakeholders. Your Company employs a pro-active and pre-emptive approach to occupational health and safety and is committed to actively drive the agenda through the length and breadth of the organization.

Consequently, 100% of your employees are trained on various aspects of Occupational Health and Safety management system. Your company maintains and continually improve management systems to eliminate hazards, reduce health & safety risks to all our stakeholders.

DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

The Company does not have any holding company. The executive director does not receive any remuneration or commission from the subsidiary company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company's website on https://rattanindia.com/ril/ annual-return-section-92-of-companies-act-2013/.

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 14^th Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024, your Company had nine Indian subsidiary companies namely Cocoblu Retail Limited; Neotec Enterprises Limited; Neotec Insurance Brokers Limited; RattanIndia Investment Manager Private Limited; Revolt Intellicorp Private Limited (Revolt); Revolt Coco Limited (Subsidiary of Revolt); Neobrands Limited; Neosky India Limited (Neosky) and Throttle Aerospace Systems Private Limited (Subsidiary of Neosky) and one Foreign Subsidiary company namely Neorise Technologies - FZCO.

During the financial year, an investment was made by Revolt Intellicorp Private Limited, a wholly owned subsidiary of the Company, in Revolt Coco Limited ("Revolt Coco") and acquired 100% of the equity share capital of Revolt Coco. Subsequent to the said investment, Revolt Coco became a step-down subsidiary of the Company.

The Company neither has any associate company nor is in joint venture with any other entity.

In accordance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of all Subsidiaries, which form part of the Annual Report.

A report on the performance and financial position of each of the subsidiaries has been provided in Form AOC-1 as per Section 129(2) of the Companies Act, 2013 (the Act).

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including consolidated financial statements along with relevant documents of the Company and audited financial statements of the subsidiaries are available on the website of the Company https://rattanindia.com/ril/audited-financial-statements- of-subsidiaries/.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information 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, is attached as an Annexure-B, to this Report.

Particulars of employee remuneration as stipulated for disclosure under Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, from a part of this report and can be accessed at the following link on the website of the Company: https://rattanindia.com/ril/particular-of-employees- remuneration/

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention, and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company https://rattanindia.com/wp-content/ uploads/2022/08/whistle-bLower-policy-vigil-mechanism- rel.pdf

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The Regulation 34(2)(f) of the Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Report (BRSR), covering disclosures on the company's performance on Environment, Social and Governance parameters for the financial year 2023-24. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by MCA. In compliance with the said regulation, we have integrated BRSR disclosures into our Annual Report as Annexure-C.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC)

RATTANINDIA EMPLOYEE STOCK OPTIONS PLAN 2022

Pursuant to approval of Shareholders vide special resolution passed through Postal Ballot on 3^rd August 2022, the Company had adopted and implemented the "RattanIndia Employee Stock Option Plan 2022" (hereinafter referred to as "REL ESOP 2022 or Plan"), for grant of 6,91,13,479 shares to the eligible employees of the Company. The REL ESOP 2022 has been formulated in accordance with the provision of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the year under review, there was no change in REL ESOP 2022 till the date of issuance of this report.

The disclosures stipulated under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is Annexed to the Board report as Annexure-D.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report, as required in terms of the provisions of Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the applicable regulation of SEBI (LODR) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

STATUTORY AUDITORS & AUDITORS' REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration no.: 001076N/N500013), Statutory Auditors of the Company, were in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, appointed in the 10^th Annual General Meeting held on September 30, 2020, as the Statutory Auditors of the Company to hold office as such for a term of five years, from the financial year 2020-21 to 2024-25 and continue to hold office as such.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

No fraud has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

AUDIT COMMITTEE

The Audit Committee as on March 31, 2024 comprised of four members namely, Mr. Jeevagan Narayana Swami Nadar who is also the Chairman of the Committee, Mrs. Pritika Poonia, Mr. Sanjiv Chhikara, Independent Directors and Mr. Rajiv Rattan, a non-independent director. All the recommendations made by the Audit Committee, as to various matters during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review is set out in the Corporate Governance Report, which forms a part of the Annual Report.

COST AUDITORS

The Company was not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board had appointed M/s S. Khandelwal & Co, Practicing Company Secretaries, to conduct a Secretarial Audit for the financial year 2023-24 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Reports of the Company and its material subsidiary i.e. Cocoblu Retail Limited, for the financial year ended March 31, 2024, are annexed as Annexure-E and Annexure E(a) to this Report. The Secretarial Audit Reports does not contain any reservation, qualification, or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained the annual secretarial compliance report from M/s S. Khandelwal & Co, Practicing Company Secretaries. The Secretarial Compliance Report also does not contain any qualification, reservation, adverse remark or any disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper system in place to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and that system is adequate and operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, state/ confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed and there were no material departures from the same;

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 as at March 31, 2024 and the profits of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for 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 Annual Accounts of the Company on a 'going concern' basis;

e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-2024.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. During the year under review, there were no cases received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed with BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2024-2025, has been duly paid.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - F to this Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FIs ALONG WITH REASONSTHEREOF

There was no one time settlement done during the financial year 2023-24.

GREEN INITIATIVES

This year too, Annual Report and the notice of the 14^th Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, KFin Technologies Limited.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

ACKNOWLEDGEMENT

Your directors take the opportunity to express their sincere gratitude to the Investors and to bankers of the Company, the governmental authorities, the employees of the Company and other persons and entities associated with the Company, for their continued assistance and support. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.