DIRECTORS’ REPORT

Dear Members

The Board of Directors has immense pleasure in presenting its 35^th Annual Report on the business and operations of the Company
together with the Audited Financial Statements of the Company for the year ended 31 ^stMarch, 2023.

COMPANY OVERVIEW

Your Company M/s Cantabil Retail India Limited was incorporated on 9^th February, 1989 a well-known brand in retailing and
manufacturing of readymade garments. Today it ranked among the top 1000 most valuable companies with its shares listed at BSE
Limited (BSE) and National Stock Exchange of India Limited (NSE).

BUSINESS PERFORMANCE

Financial results for the year under review are summarized below:

COMPANY'S PERFORMANCE

The management is happy to report that we have crossed
milestone of 460 Brand Outlets in July 2023 and all our sales
channels are fully functional. The Company reported historical
revenues and profits during the year under review.

The Company has achieved total revenue of Rs. 55,171.52
(lakhs) in financial year 2022-23 and Profit after tax (PAT) of Rs.
6,723.63 (lakhs).

RETAIL

Despite an inhibitive business environment during FY23, your
Company's retail network stands at 447 Showrooms/ Stores
as on March 2023.

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

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

EXPANSION OF BUSINESS

During the period under review, the Company has added 69
new stores and at the end of the year, Cantabil had 447 stores
operational across India. We are evaluating numerous
emerging micro markets with significant growth potential
across India to pursue a disciplined expansion strategy with
strong focus on store level economics. We also conduct active
store optimization programs which involve identifying brand
diluting stores and refreshing them with newer stores in more
attractive micro-markets. We believe that our stores in addition
to being a venue to sell our products also give us a direct
connection to our customers. This is very valuable to us in
building our brands.

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

The financial year under review was witness to remarkable
growth. Operations and manufacturing are well equipped to
meet the demand for FY24 with capacity enhancement
increase in shift operation and additional capacity in a few
areas.

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.

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.

DIVIDEND
Interim Dividend

The Company had declared interim dividend of Rs.2/-
(i.e.20%) per equity share in its Board Meeting held on
February 07, 2023. 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 12, 2023 has also
recommended, a final dividend of Rs.2.50/- (i.e.25%) per
equity share of face value of Rs.10 each for the Financial Year
ended March 31,2023, which is payable after Shareholders'

approval at the (35th) thirty fifth Annual General Meeting of the
Company. The final dividend, if approved, will be paid on or
before October 28, 2023.

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 2022-23, including
final dividend if approved by the shareholders, would
aggregate to Rs. 7,34,74,236/-.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Listing Regulations, top 1000
listed companies are required to formulate a Dividend
Distribution Policy. Accordingly, your Company has adopted
the Dividend Distribution Policy which sets out the parameters
and circumstances to be considered by the Board determining
the distribution of dividend to its shareholders. The policy is
attached with this report as ANNEXURE-8 and also
available on the website of the Company at the link i.e.
https://www.cantabilinternational.com/invstr_pdf/Dividend%
20Distribution%20Policy.pdf

SHARE CAPITAL

The paid-up capital of the company as on March 31,2023 was
Rs.163,276,080/-. 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.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

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

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 31 ^stMarch, 2023.

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.

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 31stMarch 2023.

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.

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.

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 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

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.

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.

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 2022-23 have been
paid by the Company within the stipulated time.

STOCK CODE:

NSE - CANTABIL
BSE - 533267

ISIN - INE068L01016 (Shares)

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.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152 the Companies Act,
2013 and the Article 125 of the Articles of Association of the
Company, Mr. Deepak Bansal (DIN 01111104) Whole Time
Director of the Company retires by rotation and being eligible
offer himself for re-appointment in the 35th Annual General
Meeting of the Company. The details of Directors being
recommended for re-appointment as required is contained in
the accompanying Notice convening the ensuing Annual
General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

As on 31^st March 2023, the Company has following Key
Managerial Personnel in compliance of provisions of Section
203 of the Companies Act, 2013:

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:-

DECLARATION BY INDEPENDENT DIRECTOR (S)
AND RE-APPOINTMENT, IF ANY

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

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

During the year no new Independent Director was appointed
on the Board of Directors of the Company, therefore the
statement regarding opinion of the Board with regard to
integrity, expertise and experience (including the proficiency)

of the independent directors appointed during the year is not
applicable.

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 had 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.

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 31st March 2023, 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 31^st March 2023 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.

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 in financial year 2022-2023 viz., on

18.05.2022, 09.08.2022, 08.11.2022, 07.02.2023 and

28.03.2023. Detailed information on the meetings of the Board
is included in the report on Corporate Governance, which
forms part of this Annual Report.

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.

There are currently Six Committees of the Board, as follows:

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/invstr_pdf/Nomination
%20and%20Remuneration%20Policy.pdf

BOARD EVALUATION

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://cantabilinternational.com/polices/EVALUATION_INDE
PENDENT_DIRECTOR_POLICY.pdf

PERFORMANCE EVALUATION OF BOARD AND
COMMITTEE

In respect of the Financial Year ended 31st March, 2023, 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.

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.

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.

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.

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/Downloads/
Terms%20and%20Conditions%20of%20appointment%20of
%20IDs.pdf. 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/Downloads/Familiariz
ation%20Programme%20of%20Independent%20Directors_.
pdf

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.

UNPAID DIVIDEND

During the year under review, the Company has transferred Rs.
50,954/- the unclaimed dividend to the unpaid divided
account. As on date balance of unpaid dividend account is as
follows:

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/ .

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://cantabilinternational.com/polices/BOARD_DIVERSITY
_POLICY.pdf

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/invstr_pdf/Nomination
%20and%20Remuneration%20Policy.pdf

AUDITORS AND THEIR REPORTS
APPOINTMENT OF STATUTORY AUDITORS

The shareholders of the Company at the 34^th Annual General
Meeting held on September 23, 2022, approved the
appointment of Company M/s Suresh & Associates, Chartered
Accountants (Registration No. 0003316N) as the Statutory
Auditors of the Company for a period of 5 Years i.e. from the
conclusion of the 34^th Annual General Meeting till the
conclusion of the 39^th Annual General Meeting.

STATUTORY AUDITORS' REPORT

The observation made by the Auditors with reference to notes
on accounts for the year ended 31^st March 2023 are self¬
explanatory and therefore do not call for any further comments
under section 134 of the Companies Act, 2013.

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

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.

SECRETARIAL AUDITORS

The Board had appointed M/s DPV & Associates LLP,
Company Secretaries for carrying out Secretarial Audit in
terms of the provisions of Section 204 of the Companies Act,
2013 for the financial year 2023-2024.

SECRETARIAL AUDITORS REPORT

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 31st March 2023. 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.

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 such class 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.

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 Grant Thornton LLP as its Internal
Auditor.

CREDIT RATING

The Company's financial discipline and prudence is reflected
in the strong credit ratings prescribed by rating agency(ICRA).
Credit rating was enhanced by ICRA for the financial year
2022-2023.

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

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.

AUDIT COMMITTEE

The Audit committee held Five (5) meetings during the year viz.,

18.05.2022, 09.08.2022, 08.11.2022, 07.02.2023 and

28.03.2023.

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.

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 '66.53 Lakhs, which is the statutory amount required to
be spent, towards the CSR projects for the Financial Year
2022-23.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”.

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.cantabilinternational.com/
NewFolder/Quarterly%20Stock%20exchange%20intimation
s/policies/Risk%20Management%20Policy.pdf

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://cantabilinternational.com/polices/INSIDER_TRADING
_POLICY.pdf

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/invstr_pdf/Whistle%2

0Blower%20Policy.pdf

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.

POLICY AGAINST 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
2022-2023, 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 condusive work environment
that enables women employees to work without fear of
prejudice, gender bias and sexual harassment. No complaint
was received by ICC during FY23.

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

P A R T I C U L A R S O F C O N T R A C T S O R
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO INSECTION 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/invstr_
shrhldng/Ballot/annual%20report/RPT%20POLICY.pdf. The

Policy intends to ensure that proper reporting; approval and
disclosure processes are in place for all transactions between
the Company and Related Parties.

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

RELATED PARTIES DISCLOSURES

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

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

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

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

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

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

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. The particulars of

investments made by the Company under section 186 as on
31^st March, 2023 are furnished in ANNEXURE-5 and form part
of this report.

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-6.

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

ANNUAL RETURN

In terms of Sections 92(3) and 134(3) (a) of the Act, annual
return as on 31st March 2023 is available on Company's
website at https://www.cantabilinternational.com/annual-
return/.

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.

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.

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.

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 31,2023.

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.

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.

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.

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, 2014and 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-7:

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.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 12, 2023 (Chairman and

Place: New Delhi Managing Director)