The Board of Directors is privileged to present the 37^th Annual Report, encapsulates the performance and operational highlights of
the Company accompanied by the Audited Financial Statements for the financial year ended March 31,2025.

1. COMPANY OVERVIEW

Established on February 09, 1989, 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 1000 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: ⁽' ^{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.

3. COMPANY'S PERFORMANCE

The management is pleased to announce that the
Company achieved a significant operational milestone by
surpassing 600 Exclusive Brand Outlets (EBOs) as of
March 2025, 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, 2025, the Company
recorded its highest-ever revenue of ' 72,106.73 lakhs,
coupled with a robust Profit After Tax (PAT) of ' 7,486.31

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 2024-25, your Company continued to
fortify its market footprint, with its retail network
expanding to a total of 600 operational showrooms and
exclusive brand outlets as on March 31,2025. 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 2025, with the country registering a GDP growth rate of
approx 6.5%, broadly in line with its decadal average. 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 67 new
stores during the year under review, bringing the total
operational footprint to 600 retail outlets across India as of
March 31, 2025. 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 Rs. 0.50/-
(i.e.25%) per equity share in its Board Meeting held on
February 10, 2025. 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, 2025 has also
recommended, a final dividend of Rs. 0.50/- (i.e.25%) per
equity share of face value of Rs. 2 each for the Financial
Year ended on March 31, 2025, which is payable after
Shareholders' approval at the (37^th) Thirty Seventh Annual
General Meeting of the Company. The final dividend, if
approved, will be paid on or before October 8, 2025.

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 2024-25, if
approved by the shareholders, would aggregate to
Rs. 8,36,38,040/-.

9. 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://www.cantabilinternational.com/investor_policies/

10. SHARE CAPITAL

The paid-up capital of the company as on March 31,2025
was Rs.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 except regional sales manager ladies & kids
wear.

11. SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

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

12. 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,
2025.

13. 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.

14. 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 31,2025.

15. 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.

16. 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.

17. 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 website
http://www.cantabilinternational.com.

18. DEPOSITS

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.

19. 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.

20. 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 2024-25 have

been paid by the Company within the stipulated time.
STOCK CODE:

NSE - CANTABIL
BSE - 533267

ISIN - INE068L01024 (Shares)

21. 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 has taken the
policy of all the independent directors.

22. DIRECTOR AND KEY MANAGERIAL
PERSONNEL

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, Non¬
Executive Non Independent Directors, Independent
Directors and Women Directors. The Members of the
Company in their 36^th AGM held on September 14, 2024
have approved the Appointment/ Re-appointment of the
followings: 1. Appointment of Mr. Lalit Kumar (DIN:
00025150) as Non-Executive 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; 2. Re-Appointment of Mr. Rajeev Sharma (DIN: -
08528048) as Non-Executive 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
September 26, 2024, and 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.

Pursuant to the Section 152(6) of the Act read with the
Articles of Association of the Company, Mr. Deepak
Bansal, Whole Time Director (DIN: 01111104) 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 31,2025, 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 31,2025, 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.

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

24. 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.

25. 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 FY25, 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.

26. 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.

27. DIRECTORS' RESPONSIBILITY STATEMENT

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, 2025, 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 31,2025 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.

28. 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 four times during the financial year 2024¬
2025 viz., on May 15, 2024; (ii) August 13, 2024; (iii)
November 12, 2024; and (iv) February 10, 2025.

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

29. 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.

30. 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 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/

31. PERFORMANCE EVALUATION OF BOARD AND
COMMITTEE

In respect of the Financial Year ended on March 31,2025,
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.

32. 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.

33. 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.

34. 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.

35. 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 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/.

36. 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.

37. 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 at

https://www.cantabilinternational.com/dividend/ .

38. 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 at
https://www.cantabilinternational.com/investor_policies/

39. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

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/

40. STATUTORY AUDITORS

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, in the Board Meeting held of August 13, 2024,
they tendered their resignation 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
36th 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.

41. STATUTORY AUDITORS' REPORT

The observation made by the Auditors with reference to

notes on accounts for the year ended on March 31,2025
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.

42. 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.

43. SECRETARIAL AUDITORS

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 31,2025 and
re-appointed M/s DPV & Associates LLP, Company
Secretaries subject to approval of Members in ensuing
AGM for carrying out Secretarial Audit in terms of the
provisions of Section 204 of the Companies Act, 2013
for a term of five (5) consecutive Financial Years (FY)
commencing from FY 2025-26 to FY 2029-30.

44. 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.

45. 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.

46. INTERNAL AUDITOR

As per Section 138 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.

47. CREDIT RATING

The Company's financial discipline and prudence is
reflected in the strong credit ratings prescribed by rating
agency (ICRA). Credit rating was upgraded by ICRA for the
financial year 2024-2025.

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

48. 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.

49. AUDIT COMMITTEE

The Audit committee held Six (6) meetings during the year
viz., (i) May 15, 2024; (ii) August 13, 2024; (iii) November
12, 2024; (iv) January 31,2025 (v) February 10, 2025; and
(vi) March 27, 2025;

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 as on March 31,
2025 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.

50. 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 Rs.150.51 Lakhs,
which is more than the amount of 149.59 Lakhs required
to be spent, towards the CSR projects for the Financial
Year 2024-25.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”.

51. 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 at
https://www.cantabilintemational.com/investor_policies/

52. POLICY ON PREVENTION OF INSIDER TRADING

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/

53. 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 Company

https://www.cantabilinternational.com/investor_policies/

54. REPORTING OF FRAUDS

There was no instance of fraud during the year under
review, which required the Statutory Auditors to report to
the Audit Committee and / or Board under Section 143(12)
of the Act and the rules made thereunder.

55. 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, 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 2024-2025, 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 FY25.

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

56. 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.

57. 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
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.
Related party transactions are reviewed and approved by
Audit committee and are also placed before the Board for
necessary approval.

All Related Party Transactions are placed before the Audit
Committee for review and approval. 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 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 transaction entered during the year were
in Ordinary Course of the Business and on 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
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not
applicable.

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

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

59. 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
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 at
investors@cantabilinternational.com

60. ANNUAL RETURN

In terms of Sections 92(3) and 134(3) (a) of the Act, annual
return as on 31^st March 2025 will be available on
Company's website at

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

61. 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.

62. 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.

63. 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.

64. 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,
2025.

65. 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.

66. 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.

67. 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.

68. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

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-5:

69. 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 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.

ACKNOWLDEGEMENT

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.

For and on behalf of the Board
Cantabil Retail India Limited

Sd/-

VIJAY BANSAL

Date: August 05, 2025 (Chairman and

Place: New Delhi Managing Director)