The Board of Directors is privileged to present the 38^th Annual Report, encapsulates the performance and operational highlights of the Company
accompanied by the Audited Financial Statements for the financial year ended March 31,2026.

1. COMPANY OVERVIEW

Established on February 09, 1 989, Cantabil Retail India Limited has steadily evolved into a distinguished name in the Indian apparel
industry, recognized for its excellence in both manufacturing and retailing of ready-to-wear garments. Over the years, the Company has
cemented its position as a formidable player in the fashion retail segment and is currently ranked among the top listed companies in India
with its shares are listed on both BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

2. BUSINESS PERFORMANCE

Financial results for the year under review are summarized below:

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.

3. COMPANY’S PERFORMANCE

The management is pleased to announce that the Company
achieved a significant operational milestone by surpassing 650
Exclusive Brand Outlets (EBOs) as of March 2026, underscoring
the successful execution of its retail expansion strategy. All
distribution and sales channels remained optimally functional
throughout the financial year, contributing to an exceptional
fiscal performance.

For the year ended March 31, 2026, the Company recorded
its highest-ever revenue of '85,255.36 lakhs, coupled with
a robust Profit After Tax (PAT) of '9,575.30 lakhs, reflecting
the strength of its business model, operational efficiency, and
growing consumer demand across markets.

4. RETAIL

Amidst a dynamic and often challenging business landscape
in FY 2025-26, your Company continued to fortify its market

footprint, with its retail network expanding to a total of 653
operational showrooms and exclusive brand outlets as on
March 31, 2026. This growth reflects Cantabil's unwavering
commitment to strategic retail expansion, customer-centric
execution, and brand strengthening across key markets.

Furthermore, the evolving consumer expectations have brought
experiential retail to the forefront. Elements such as immersive
store layouts, aesthetic visual merchandising, thematic lighting,
curated music, and strategic product placements are now
integral to enhancing in-store engagement and strengthening
brand recall.

India's macroeconomic fundamentals remained robust in
FY 2026, with the country registering a GDP growth rate of
approx 7.4%. This sustained economic momentum, combined
with a favorable demographic profile and strong domestic
consumption, continues to position India as one of the most
attractive retail destinations among emerging economies.

5. EXPANSION OF BUSINESS

In line with its strategic vision for sustainable growth and deeper
market penetration, the Company added 52 new stores during
the year under review, bringing the total operational footprint
to 653 retail outlets across India as of March 31, 2026. This
calibrated expansion reflects Cantabil's continued emphasis on
identifying and capitalizing on high-potential emerging micro¬
markets, while maintaining a disciplined approach to unit-level
profitability and operational efficiency.

To ensure optimal performance across its retail network, the
Company actively engages in store portfolio optimization, which
includes phasing out underperforming and replacing them with
modernized larger stores strategically located in more promising
catchment areas. These decisions are driven by detailed market
analytics and an unwavering commitment to strengthening
brand salience and consumer connect.

Cantabil's brick-and-mortar presence serves not only as a
transactional channel but as a tangible interface for consumer
engagement, enabling deeper insight into customer preferences
and behavior-an invaluable asset in brand-building and
customer loyalty.

While geographic expansion remains a key driver of growth,
maintaining a uniform and elevated customer experience
across all stores is of equal strategic importance. In pursuit
of this objective, the Company has accelerated its store
modernization program, focused on upgrading aesthetics,
enhancing visual coherence, and aligning in-store environments
with evolving customer expectations. Special emphasis is
placed on contemporary design, efficient space utilization, and
an immersive brand narrative assuring that every store reflects
Cantabil's evolving identity as a mid-premium value-driven
fashion brand.

6. TRANSFER TO RESERVES

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

7. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

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.

8. DIVIDEND
Interim Dividend

The Company had declared interim dividend of '0.75/-
(i.e.37.5%) per equity share of face value of '2 each for the
Financial Year ended on March 31, 2026 in its Board Meeting
held on February 6, 2026. The payment of interim dividend was
within the time limit prescribed in the Companies Act, 2013.

Final Dividend

The Board at its meeting held on August 05, 2026 has also
recommended, a final dividend of '0.75/- (i.e.37.5%) per equity
share of face value of '2 each for the Financial Year ended on
March 31,2026, which is payable after Shareholders’ approval at
the (38^th) thirty eighth Annual General Meeting of the Company.
The final dividend, if approved, will be paid on or before October
7, 2026.

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 2025-26, if approved
by the shareholders, would aggregate to '12,54,57,060/-.

9. SHARE CAPITAL

The paid-up capital of the company as on March 31,2026 was
'167,276,080/-. During the year under review, the company
did not issue any class or category of shares/securities and
consequently no change in the capital structure since previous
year. The Company has not issued shares with differential voting
rights. The Company has neither issued employee stock options
nor sweat equity shares and does not have any scheme to fund
its employees to purchase the shares of the Company.

10. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

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

11. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the
Company during the Financial Year ended on March 31,2026.

12. SECRETARIAL STANDARDS

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.

13. CORPORATE GOVERNANCE

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 31,2026.

14. CODE OF CONDUCT

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.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
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 SEBI, Listing Regulations, the initiatives taken by
the Company LODR Regulations. The Business Responsibility
and Sustainability Report is also available on the Company's
websitehttps://cantabilinternational.com/investor/brsr.

17. DEPOSITS

During the period under review, the company has not accepted
any deposit within the meaning of Section 73 of the Companies
Act, 201 3 read with the Companies (Acceptance of Deposits)
Rules, 2014 made thereunder.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

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.

19. LISTING OF SHARES

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 2025-26 have been paid by
the Company within the stipulated time.

STOCK CODE:

NSE - CANTABIL
BSE - 533267

ISIN - INE068L01024 (Shares)

20. DIRECTORS AND OFFICERS INSURANCE POLICY (D&O
POLICY)

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 had taken the policy
of all the independent directors and continue to renew it.

21. DIRECTOR AND KEY MANAGERIAL PERSONNEL

The Composition of the Board of Directors is in accordance
with the provisions of Section 1 49 of the Act and Regulation
1 7 of the Listing Regulations; with an optimum combination of
Executive Director, Non-Executive Non Independent Directors,
Independent Directors and Women Directors.

Pursuant to the Section 152(6) of the Act read with the Articles
of Association of the Company, Mr. Basant Goyal, 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.

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, 2026, Mr. Vijay Bansal (DIN -01 1 10877) -
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, 2026, the
Company has 1 (One) Managing Director, 2 (Two) Whole Time
Directors and 3 (Three) Non-Executive 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.

22. BOARD INDEPENDENCE

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
Requirements) Regulations, 2015 and Section 149(6) of the
Companies Act, 2013 on its Board:-

23. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE¬
APPOINTMENT, IF ANY

Your Company has received declarations from all the
Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149 of the
Companies Act, 2013 and Rules made thereunder read with
Schedule IV as well as Regulations 16 & 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, all the Independent Directors fulfil
the criteria of independence as specified in Companies Act,
2013 and Rules made thereunder read with Schedule IV as
well as Regulations 16 & 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and they are
independent from the Management.

24. STATEMENT REGARDING OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

With regard to Integrity, Expertise and Experience (including
the Proficiency) of the Independent Directors appointed/re-
appointed during the FY26, the Board of Directors has taken
on record the declarations and confirmations submitted by
the Independent Directors and is of the opinion that all the
Independent Directors are individuals of integrity and possess
relevant expertise & experience and their continued association
as Directors will be of immense benefit in the best interest of
the Company. With regard to the proficiency of the Independent
Directors, ascertained from the online proficiency self¬
assessment test conducted by the Institute (IICA), as notified
under Sub-Section (1) of Section 150 of the Act, the Board of
Directors has taken on record, the declarations submitted by
Independent Directors that they are exempt from appearing in
the test.

25. CERTIFICATION FROM COMPANY SECRETARY IN
PRACTICE

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.

26. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 1 34(3) (c) and section 134(5) of the
Companies Act, 2013, the Directors hereby confirm that:

(a) i n the preparation of the Annual Accounts for the year
ended as on March 31, 2026, 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, 2026 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.

27. NUMBER OF MEETINGS OF THE BOARD

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 five times during the financial year 2025-26 viz.,
on May 15, 2025; (ii) August 5, 2025; (iii) November 3, 2025;
(iv) January 16, 2026 and (v) February 6, 2026.

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

28. COMMITTEES OF THE BOARD

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.

29. NOMINATION AND REMUNERATION POLICY OF THE
DIRECTOR AND KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

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 1 78(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 Section! 78(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 websitehttps://cantabilinternational.com/
assets/binary/subinvestor/pdf/Nomination%20and%20
Remuneration%20Policy 1776666670.pdf

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, 201 3 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/

30. PERFORMANCE EVALUATION OF BOARD AND
COMMITTEE

In respect of the Financial Year ended on March 31, 2026, 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.

31. PERFORMANCE EVALUATION OF NON-INDEPENDENT
DIRECTORS

The performance evaluation of the Chairman and the Non¬
Independent 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.

32. PERFORMANCE EVALUATION OF INDEPENDENT
DIRECTORS

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.

33. EVALUATION OUTCOME

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.

34. FAMILIARIZATION PROGRAMME

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 linkhttps://
cantabilinternational.com/investor/corporate-governance/
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://cantabilinternational.com/investor/corporate-
governance/independent-directors.

35. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

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.

a) Transfer of unclaimed dividend to IEPF

NIL

b) Transfer of shares to IEPF

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

36. UNPAID DIVIDEND

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

Details of Unpaid Dividend:-

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

37. BOARD DIVERSITY POLICY

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 athttps://
cantabilinternational.com/investor/corporate-governance/
policies

38. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company's policy on appointment of directors is available
onhttp://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 onhttps://cantabilinternational.com/
investor/corporate-governance/policies

39. STATUTORY AUDITORS

Statutory Auditors M/s Walker Chandiok & Co LLP, Chartered
Accountants (Registration No. 001 076N/ N50001 3) in terms
of the provisions of Section 1 39(1) of the Companies Act, 2013,
read with provisions of the Companies (Audit and Auditors)
Rules, 2014 (as amended), were appointed as Statutory Auditors
of the Company to hold office for a period of 5 years w.e.f. the
conclusion of the 36^th 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.

40. STATUTORY AUDITORS’ REPORT

The observation made by the Auditors with reference to notes
on accounts for the year ended on March 31, 2026 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 Walker Chandiok & Co LLP
Chartered Accountants.

41. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

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.

42. SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 201 3 read
with the applicable Rules framed thereunder, the Company has
appointed M/s DPV & Associates LLP, Company Secretaries,
as its Secretarial Auditors for a term of five (5) consecutive
financial years, from FY 2025-26 to FY 2029-30, to undertake
the Secretarial Audit of the Company.

43. SECRETARIAL AUDITORS REPORT

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.

44. COST AUDITORS

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
is not applicable to the Company for the period under review.

45. INTERNAL AUDITOR

As per Section 1 38 of the Companies Act, 2013, the company
being a listed entity is required to have Internal Auditor. Thus,
Company has appointed M/s Deloitte Touche Tohmatsu as its
Internal Auditor during the previous financial year for a period
of three years from the financial year 2024-25 till the financial
year 2026-2027.

46. CREDIT RATING

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
2026-27.

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

47. STATUTORY DISCLOSURE

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.

48. AUDIT COMMITTEE

The Audit committee held Five (5) meetings during the year viz.,
(i) May 15, 2025; (ii) August 5, 2025; (iii) November 3, 2025; (iv)
December 31,2025; and (v) February 6, 2026

The Audit Committee functions in terms of the powers and role
delegated by the Board of Directors keeping in view the provisions
of Section 1 77 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 as on March 31,
2026 comprises;

• Mrs. Arpana Jain 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.

49. CORPORATE SOCIAL RESPONSIBILITY

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 '1 76.31 Lakhs, which is more than the amount of 1 75.98
Lakhs required to be spent, towards the CSR projects for the
Financial Year 2025-26.Details of our CSR are available on our
websitehttps://cantabilinternational.com/investor/csr.

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

50. RISK MANAGEMENT POLICY

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
athttps://www.cantabilinternational.com/investor policies/

51. POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a policy of Prohibition of Insider
Trading 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://cantabilinternational.com/investor/corporate-
governance/policies

52. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/
WHISTLE BLOWER POLICY

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
Companyhttps://cantabilinternational.com/investor/corporate-
governance/policies

53. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORK PLACE

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, 201 3 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 2025-26, 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 FY26.

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

54. COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961;

The Company has duly complied with the provisions of the
Maternity Benefit Act, 1961, and applicable rules thereunder.
During the financial year under review, all eligible women
employees were provided maternity benefits as per the statutory
requirements, including paid maternity leave, nursing breaks,
and the assurance of a safe and secure working environment.

The Board reaffirms its commitment to maintaining a workplace
that is inclusive, equitable, and supportive of women at all stages
of their careers.

55. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION 188;

In line with the requirements of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated a Policy on
Related Party Transactions which is available on Company's
website athttps://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.

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.

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 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. No Material Related Party Transaction
as per the limits specified under Companies Act, 2013 and/
or SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, was entered during the year under review
by your Company. Accordingly, the disclosure of Related Party

Transactions as required under Section 1 34(3) (h) of the
Companies Act, 2013 in Form AOC-2 is not applicable.

56. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees & Investments In terms of Section
1 86 of the Act read with Rules framed thereunder, details of
the Loans given and Investments made by your Company have
been disclosed under Note 16, respectively, of the Financial
Statements for the Financial Year ended on March 31, 2026,
which forms part of this Annual Report.

During the Financial Year, the Company granted the following
Inter-Corporate Loan:

57. PARTICULARS OF EMPLOYEES

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-4.

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 1 36(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 at
investors@cantabilinternational.com

58. ANNUAL RETURN

In terms of Sections 92(3) and 134(3) (a) of the Act, annual
return as on 31^st March 2026 will be available on Company's
website athttps://www.cantabilinternational.com/annual-
return/.

59. NSE ELECTRONIC APPLICATION PROCESSING SYSTEM
(NEAPS) & DIGITAL EXCHANGE

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.

60. BSE CORPORATE COMPLIANCE & LISTING CENTRE (THE
“LISTING CENTRE”)

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.

61. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

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.

62. EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet
of the Company for the year ended on March 31,2026.

63. HUMAN RESOURCES

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.

64. COMMUNICATION AND PUBLIC RELATIONS

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.

65. INTERNAL FINANCIAL CONTROLS

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.

66. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
ANDOUTGO

Information in accordance with the provisions of Section 134(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-5:

67. DIVIDEND DISTRIBUTION POLICY

Your Company has 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- 6 and also available on the website of the Company
at the link i.e.https://cantabilinternational.com/assets/binary/
subinvestor/pdf/1730718555.pdf

68. GENERAL

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 a holding company, since the Company does not have
a 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.

ACKNOWLDEGEMENT

Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from Banks, Government
Authorities, 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.

For and on behalf of the Board
Cantabil Retail India Limited
Sd/-

Place: New Delhi VIJAY BANSAL

Date: August 05, 2026 (Chairman and Managing Director)