(i) Mr. Jayant Khosla was appointed as Chief Executive Officer and Key Managerial Personnel of the Company w.e.f. April 9, 2024 and resigned from such position on February 07,2025

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

(iii) Dr. Virender Singh (DIN:05215919) and Mr. Ajay Kumar Tandon (DIN:07087682) were appointed as Additional Directors and Independent Directors w.e.f. September 3, 2024, for a period of five years commencing from the said date.

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

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajiv Rattan (DIN: 00010849), would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for the same.

The matter as to re-appointment of Mr. Rajiv Rattan, as a director of the Company liable to retire by rotation has been included in the Notice convening the Annual General Meeting of the Company for the financial year 2024-25, for the approval of the members of the Company and his detailed profile is given in the Corporate Governance Report forming part of the Annual Report.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025, are: Mr. Rajesh Kumar, Whole Time Director; Mr. Ashok Kumar Sharma, Chief Financial Officer; and Mr. Rajesh Arora, Company Secretary of the Company.

Details of the various committees along with the meetings held during the financial year 2024-25, are given in the "Report on the Corporate Governance" of the Annual Report.

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

In accordance with Section 149 of the Companies Act, Dr. Virender Singh, Mr. Ajay Kumar Tandon, and Mrs. Pritika Poonia were the Independent Directors of the Company as on March 31, 2025, and continue to hold the said positions as on date.

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

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

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

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

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

The Company's Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company's website at the web-link

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

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

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

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

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

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

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

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

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

During the financial year, seven (7) meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat have been provided in the Corporate Governance Report.

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

Pursuant to Code of Independent Director prescribed under the Companies Act,2013, a separate meeting of the Independent Directors of the Company was held on November 12, 2024, without the attendance of all NonIndependent Directors and members of the management of the Company at the meeting.

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

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

The CSR Committee of the Company as on March 31, 2025, consists of three directors namely Mr. Ajay Kumar Tandon, Independent Director, who is the Chairman of the Committee; Mrs. Pritika Poonia, Independent Director and Mr. Rajesh Kumar, Non-Independent Director. The Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors.

The Annual report on CSR forms a part of the Directors Report and is annexed hereto as Annexure-A.

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

During the year under review all the related party transactions entered into by the Company were with the prior approval of the Audit Committee. All such transactions were at an arm's length basis and in the ordinary course of business of the Company and details of such transactions, forms a part of the financial statements of the Company for the financial year 2024-25, which forms part of the Annual Report. Certain transactions, which were repetitive in nature, were approved through omnibus route. There were no material transactions of the Company with any of its related parties without the consent of the shareholders. The details of such transactions form a part of the financial statements of the Company for the financial year 2024-25, which forms part of the Annual Report.

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

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

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

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

(a) Consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2025, were prepared, for being presented to the shareholders for approval along with the standalone financial statements of the Company for the said financial year.

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

Apart from the information provided/disclosures made elsewhere in the Directors' Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the end of the financial year of the Company i.e. March 31, 2025, till date of this Report.

There was no change in the paid-up equity share capital of the Company during the Financial Year 2024-25. As on March 31, 2025, the authorized share capital of the Company consist of Rs. 400,00,00,000 (Rupees Four Hundred Crores) divided into 200,00,00,000 (Two Hundred Crores) equity shares of face value of Rs. 2 /- each and the paid-up equity share capital of the Company is Rs. 276,45,39,184 (Rupees Two Hundred Seventy Six Crores Forty Five Lakh Thirty Nine Thousand One Hundred Eighty Four) divided into 138,22,69,592 (One Hundred Thirty Eight Crore Twenty Two Lakh Sixty Nine Thousand Five Hundred Ninety Two) equity shares of Rs. 2/- each.

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

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

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

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

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

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 15^th Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder.

As on March 31, 2025, your Company had ten Indian subsidiary companies namely, Cocoblu Retail Limited; Neotec Enterprises Limited; Neotec Insurance Brokers Limited; RattanIndia Investment Manager Private Limited; Revolt Intellicorp Private Limited (Revolt); Revolt Coco Limited (Subsidiary of Revolt); Neobrands Limited; Neosky India Limited (Neosky) Throttle Aerospace Systems Private Limited (Subsidiary of Neosky) and Cocoblu Quick Commerce limited and one Foreign Subsidiary company namely Neorise Technologies - FZCO.

During the financial year, the Company invested in Cocoblu Quick Commerce Limited by acquiring 100% of its equity share capital. Pursuant to this acquisition, Cocoblu Quick Commerce Limited became a wholly-owned subsidiary of the Company.

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

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

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

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including consolidated financial statements along with relevant documents of the Company and audited financial statements of the subsidiaries are available on the website of the Company

The Company's Policy on material subsidiaries may be accessed on the Company's website at the web-link:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an Annexure-B, to this Report.

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

The Regulation 34(2)(f) of the Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Report (BRSR), covering disclosures on the company's performance on Environment, Social and Governance parameters for the financial year 2024-25. BRSR includes

reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by MCA. In compliance with the said regulation, we have integrated BRSR disclosures into our Annual Report as Annexure-C.

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

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

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

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

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

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

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

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

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

Members of the Company at the 10^th Annual General Meeting held on September 30, 2020, approved the appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration no.: 001076N/N500013),("WCC") as Statutory Auditors of the Company to hold office as such for a term of five years, from the financial year 2020-21 to 2024-25.

In terms of the provisions of the Companies Act, 2013, an audit firm acting as the statutory auditor of a company is eligible to be appointed as statutory auditors for two terms of five years each. The first term of WCC as statutory auditors of the Company expires at the conclusion of the 15^th AGM of the Company. Considering their performance as auditors of the Company during their present tenure, the Audit Committee of the Company, after due deliberation and discussion, recommended the re-appointment of WCC as statutory auditors of the Company for a second term of five years to hold office from the conclusion of the 15^th AGM upto the conclusion of the 20^th AGM of the Company i.e. for FY 2025-26 to FY 2029-30.

The above proposal forms part of the Notice of the AGM for your approval.

The report of the Statutory Auditor forms part of this Annual Accounts 2024-25. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Audit Committee as on March 31, 2025 comprised of four members namely, Dr. Virender Singh who is also the Chairman of the Committee, Mrs. Pritika Poonia, Mr. Ajay Kumar Tandon, Independent Directors and Mr. Rajiv Rattan, a non-independent director. All the recommendations made by the Audit Committee, as to various matters during the year under review, were accepted by the Board. A

detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review is set out in the Corporate Governance Report, which forms a part of the Annual Report.

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

The Board had appointed M/s S. Khandelwal & Co, Practicing Company Secretaries, to conduct a Secretarial Audit for the financial year 2024-25 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Reports of the Company and its material subsidiary i.e. Cocoblu Retail Limited, for the financial year ended March 31,2025, are annexed as Annexure-E and Annexure E(a) to this Report. The Secretarial Audit Reports does not contain any reservation, qualification, or adverse remark.

Further, pursuant to the provisions of the Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company based on the recommendation of the Audit Committee appointed M/s S. Khandelwal & Co, Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive financial years (FY) commencing from FY 2025-26 to FY 2029-30, subject to the approval of Members in ensuing Annual General Meeting.

M/s S. Khandelwal & Co, Practicing Company Secretaries have provided their consent to be appointed as Secretarial Auditors of the Company for a term of five (5) consecutive Financial Years (FY) commencing from FY 2025-26 to FY 2029-30 and also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company. They have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.

The appropriate resolution seeking approval of the Members of the Company for the appointment of M/s

S. Khandelwal & Co, Practicing Company Secretaries as Secretarial Auditors of the Company is being placed in the Notice of 15^th Annual General Meeting.

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

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

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there were no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and the loss of the Company for the year ended on that date;

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

d) the Directors had prepared the Annual Accounts of the Company on a 'going concern' basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-2025.

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry

process on complaints received from the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. During the year under review, there were no cases received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review,

Number of complaints of sexual harassment NIL

received in the year:

Number of complaints disposed off during NA

the year:

Number of cases pending for more than NA

ninety days:

During the year under review, the Company is compliant with the provisions relating to the Maternity Benefits Act, 1961, as applicable.

The shares of the Company continue to remain listed with BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2025-2026, has been duly paid.

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

There was no one time settlement done during the financial year 2024-25.

This year too, Annual Report and the notice of the 15^th Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, KFin Technologies Limited.

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

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

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